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Directors Report of Trinity Tradelink Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirtieth Annual Report and the audited accounts for the financial year ended 31st March, 2015.

Financial Results

(In Lacs)

Particulars Year Ended Year Ended 2014-2015 2013-2014

Net Income from operations/sales 15064.76 11762.19

Total Expenditure 15044.04 11692.77

Profit(loss) before Income Tax 20.72 69.42

Tax Expenses 6.84 3.95

Net Profit/(Loss) for the year 13.88 65.47

Profit / (Loss) Brought forward 16.92 (49.09)

Profit /(Loss) carried to Balance Sheet 30.80 16.92

Less: Depreciation on transition to Schedule II of the Companies Act, 2013 0.27 --- on tangible fixed assets with nil remaining useful life

The Directors recommend payment of 7.88 5.25 Dividend at the rate of Re.0.003 per equity share (previous year Re.0.002 per equity share) on 26,25,58,050 equity shares (previous year 26,25,58,050 equity shares) of Re. 1/- each which will absorb

Tax on proposed Dividend 1.58 0.89

Leaving a balance to be carried forward

Review of Performance

During the year the Company's Profit after tax amounts to Rs.13.88 Lacs as compared to the last year profit of Rs. 65.47 Lacs. Barring unforeseen circumstances, your Directors expect to achieve good results in the coming year.

Change in the nature of business

There has been no change in the operational activities of the Company during the year under review.

Transfer to Reserves

During the year under review, there is no transfer to reserves.

Dividend

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 0.3% (Re.0.003 per equity share of Re. 1/-). The dividend of 0.3% if approved at the forthcoming Annual General Meeting, will result in the outflow of Rs. 7.88 lacs to the Company in addition to Rs. 1.58 lacs by way of dividend distribution tax.

Sub Division of Equity Shares

The Board of Directors of the Company at its meeting held on 13th March, 2014 approved a proposal to sub-divide the face value of equity shares of the Company from Rs. 10 to Re. 1 per share. The Company received shareholders approval through Postal Ballot for sub-division of shares on 22nd April, 2014 and the Record Date for the same was 26th May, 2014.

The paid up equity share capital of the Company as on 31st March, 2015 was Rs. 2625.5805 Lacs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Finance

Cash and cash equivalents as at March 31,2015 was Rs. 56.31 lacs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Public Deposits

Your Company has not accepted any deposits from Public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments

The details of loans given / investments made / guarantees given / securities provided are given in the Notes to the Financial Statements.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Equity Listing Agreement with Bombay Stock Exchange Limited is presented in separate section forming part of this Annual Report.

Directors & Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, Mr. Vikash Dubey, Mr. Bhaskar Paul and Mrs. Purnima Maity were appointed as independent directors at the Annual General Meeting of the Company held on September 27, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act & Clause 49 of Equity Listing Agreement with BSE and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. Vikrant Kayan, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment.

Mr. Sukumar Das, Director stepped down from the Board of the Company on May 20, 2015 due to pre-occupations. The Board places on record its appreciation of the invaluable contribution and guidance provided by him.

Mr. Shyam Gurung was appointed as Additional, Non Executive Director with effect from May 27, 2015. He is Commerce graduate from Calcutta University and with an expertise in Accounts & Finance. He has strong execution capabilities and is adept at innovation, team building and leadership. His appointment will immensely help the Company in its positive growth.

The resolutions seeking approval of the Members for the appointment of Mr. Shyam Gurung as a Director of the Company have been incorporated in the notice of annual general meeting forming a part of this report. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Mr. Shyam Gurung.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Vikrant Kayan Managing Director

Mr. Saroj Kumar Sarawgee Chief Financial Officer

Ms. Neha Singh Company Secretary & Compliance Officer

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. Declaration by an Independent Directors

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he or she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

A) Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. Name of Director Remuneration of % increase in No. / KMP and Director/KMP for Remuneration in Designation financial year the financial 2014-15 year (in Rs.) 2014-15

1 Vikrant Kayan 900,000 NIL Managing Director

2 Saroj Sarawgee 600,000 NIL Chief Financial Officer

3 CS Neha Singh 300,000 NIL

Sr. Name of Director Ratio of Comparison of the No. / KMP and remuneration of Remuneration of the Designation each Director / KMP against the to median performance of remuneration the Company of employees

1 Vikrant Kayan 44 EPS for the FY 2014-15 Managing Director stands at Re. 0.005 as compared to Re. 0.249 for FY 2013-14

2 Saroj Sarawgee 294 EPS for the FY 2014-15 Chief Financial Officer stands at Re. 0.005 as compared to Re. 0.249 for FY 2013-14

3 CS Neha Singh 147 EPS for the FY 2014-15 stands at Re. 0.005 as compared to Re. 0.249 for FY 2013 14

Note: There has been no payment made towards sitting fees to Directors for attending Board and Committee meetings.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 204,000/-.

ii) Median remuneration of employees of the Company during the financial year 2013-2014 was Rs. 180,000/-. In the financial year, there was a increase of 13.33% in the median remuneration of employees.

iii) There were 7 confirmed employees on the rolls of the Company as on March 31,2015.

iv) Relationship between average increase in remuneration and company performance- Average Remuneration increased during the year 2014-2015 by 15.55% whereas the company's PAT decreased by 70.15%.

v) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2015 was Rs. 794.24 crores (Rs.2609.43 crores as on 31st March 2014)

b) Price Earning Ratio of the Company was 6050 as at 31st March 2015 and was 399.14 as at 31st March 2014.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: The Company had come out with initial public offer (IPO) in 1986. The closing price of the Company's equity shares on the BSE as of March 31, 2015 was Rs.30.25, representing a 505% increase over the IPO price, adjusted for stock splits and bonus to date. An amount of Rs 1,000 invested in the said IPO would be worth Rs. 6050 as on March 31,2015 (Ref: BSE Closing Price as on March 31,2015).

vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 15.50% whereas the increase in the managerial remuneration for the same financial year was NIL.

vii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2014-2015, no employee received remuneration in excess of the highest-paid Director.

ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

Familarisation Programme

The Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company.

The details of programmes for familiarization of Independent Directors with the Company are put up on the website of the Company at www.trinitytrade.in

Meeting Details

Nine meetings of the Board were held up during the year. For details of the meetings of the Board, please refer Corporate Governance report which forms a part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and the Committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings, etc. in addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non- executive directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

Auditor's Report or Secretarial Audit Report

The Auditor's Report and Secretarial Auditor's Report does not contain any qualifications, reservations or adverse remarks.

Auditors

M/s. D. K. Chhajer & Co., Chartered Accountants, who are appointed as the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. In terms of the Companies Act, 2013 ("the new Act") and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2020 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).

As required under the provisions of section 139(1) of the new Act, the Company has received a written consent from M/s. D. K. Chhajer & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the new Act.

The Members are requested to elect Auditors as aforesaid and fix their remuneration.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretary (CP No. 6400) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure 1" and forms an integral part of this report.

Extract of Annual Return and other disclosures under Companies (Appointment and Remuneration) Rules, 2014

The extract of Annual Return in form MGT-9 as per the applicable provisions of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules, 2014 duly certified by the Practicing Company Secretary is annexed hereto as "Annexure 2" and forms parts of this report.

Contracts and Arrangement with Related Parties

The company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.trinitytrade.in.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' or which may have potential conflict with interest of the company at large.

However, a NIL statement is annexed herewith as "Annexure 3" in the prescribed form AOC-2. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Significant and Material orders passed by the regulators

During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

Details of Subsidiary/ Joint Ventures/ Associate Companies

As on 31st March, 2015, the Company had no subsidiary/ Joint Ventures /Associate Companies.

Internal Controls

The disclosure relating to the Internal Control Systems in the Company has been given in detail in the Management Discussion and Analysis Report, annexed to this report.

Corporate Governance

As required by Clause 49 of the Equity Listing Agreement with the Stock Exchange, the Corporate Governance Report along with a certificate from a Practicing Company Secretary are set out in the annexure forming a part of this report.

Listing

The Equity Shares of the Company are listed with the BSE Limited, P.J. Towers, Dalal Street, Mumbai - 400 001, under Scrip Code 512417 and the Company has paid the Listing Fees to the said stock Exchange for the Financial Year 2015- 2016.

Risk Management Policy

The Company has formulated a Risk Management Policy. The Company through the Risk Management Committee identifies, evaluates, analyses and priorities risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board's review and necessary action.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.trinitytrade.in.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year or at the profit or loss of the Company at the end of the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a 'going concern' basis.

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Since, the Company neither owns nor operates any manufacturing unit or facility, there is no information which needs to be disclosed in respect of Conservation of Energy, Technology Absorption. However, your Company, due to merger with Trinity Tradelink Limited is engaged in International Trading Activities with major exports in Jute, Tea & Potato and the Foreign Exchange earnings and outgo from the said activities as per Section 134 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is given below:

FOREIGN EXCHANGE EARNINGS For the Year ended For the Year ended & OUTGO 31st March, 2015 31" March, 2014

(in Rs.) (in Rs.)

Foreign Exchange Earnings 60.686,630.00 55,091,008.00

Foreign Exchange Outgo NIL NIL

Prevention of Sexual Harassment

As a good corporate citizen, Trinity Tradelink Limited is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices.

Trinity Tradelink Limited maintains an open door and encourages employees to report any harassment concerns and is responsive to employee complaint about harassment or other unwelcome and offensive conduct. The Company has constituted an Internal Complaints Committee (ICC) in pursuant to the provisions of Companies Act, 2013 for prevention, prohibition and redressal of complaints / grievances on the Sexual Harassment of women at work place. This policy is communicated to all employees in an appropriate and meaningful manner. ICC has not received any complaints during the financial year 2014-15.

Appreciation

Your Board of Directors takes this opportunity to express their sincere appreciation for the support and co-operation extended by the stakeholders, bankers, consultants, advisors & employees of the Company.

For and on behalf of the Board of Directors

Vikrant Kayan Shyam Gurung Managing Director Director DIN No. 00761044 DIN No. 06841231

Registered Office:

16 & 17, Washington Plaza,

Dispensary Road,

Goregaon West Mumbai -400 062

Place: Mumbai Date: 03.09.2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report and the audited accounts for the financial year ended 31st March, 2014.

Financial Results (In Rupees)

Particulars Year Ended 2013-14 Year Ended 2012-2013

Net Income from operations/sales 1,176,218,908.00 287,625.00

Total Expenditure 1,169,277,005.00 2,153,767.00

Profit/(Loss) before Income Tax 6,941,904.00 1,866,142.00

Tax Expenses 394,786.00 (6260.00)

Net Profit/(Loss) for the year 6,547,118.00 1,872,402.00

Profit / (Loss) Brought forward (4,908,805.00) (3,036,403.00)

Profit /(Loss) carried to Balance Sheet 1,692,140.00 (4,908,805.00)

Dividend

Your Directors have recommended Final Dividend of 0.02 Paisa per equity share of Rs. 10/-each (At present Face Value of the Company is Re. 1/- per share) for the Financial Year 2013-14.

Deposits

The Company has not accepted any Deposits from the public within the meaning of Section 58A & 58AAof the Companies Act, 1956, during the year under review.

Merger of TTL with TTL (Formerly OPL)

Pursuantto the scheme of amalgamation approved by the Hon’ble High Courts of Bombay Trinity Tradelink Limited (TTL) has been merged with Trinity Tradelink Limited [Formerly Omnitech Petroleum Limited (OPL)] with retrospective effect from 1st April, 2012, the Appointed Date. The High Court Order dated 10th January, 2014 has been filed with the Registrar of Companies on 27th January, 2014. The transferor company was engaged in the business of buyers, sellers, traders, distributors, merchants, agents, brokers, sub-brokers, stockiest, commission agents. The amalgamation is expected to lead to synergistic linkages besides economies in costs of combining the total business functions and the related activities and operations and thus contribute to the profitability of the Amalgamated Company. The amalgamation has been accounted as amalgamation in the nature of merger’ in accordance with the terms of the High Court Order and consequently the pooling of interest method has been used. The assets, liabilities and other reserves of the erstwhile Trinity Tradelink Limited as at 1st April, 2013 have been taken over at their book values.

Purchase consideration has been discharged by issuing 26,010,805 equity shares of Rs. 10/- each in the ratio of 1:1.

Directors

Mr. Sukumar Das (DIN No. 00760908) who retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment, is appointed as Director of the Company liable to retire by rotation.

Mrs. Purnima Maity (DIN No. 06932797) who was appointed as Additional Non-Executive Director of the Company with effect from 7th day of August, 2014 and who holds office till the conclusion of the ensuing Annual General Meeting. Her appointment needs to be confirmed by the members in the General Meeting.

Mr. Bhaskar Paul (DIN No. 06545416) and Mr. Vikash Dubey (DIN No. 06548810) were appointed as Non-Executive Independent Directors liable to retire by rotation at every Annual General Meeting but in order to comply with the provisions of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 they are re-appointed as Non-Executive Independent Directors not liable to retire by rotation, to hold office for 5 (Five) consecutive years from the conclusion of this Annual General Meeting till the Conclusion of Annual General Meeting to be held in the financial year 2018-2019. Their appointments need to be confirmed by the members in the Annual General Meeting.

Mrs. Shaleni Kayan (DIN No. 00761119), have resigned as Director from the Board of the Company with effect from August 7, 2014. During her tenure as Director, she has greatly contributed to the performance of the Company by her vast knowledge and experience.

Brief profiles of all the above Directors are provided elsewhere in this Annual Report as additional information.

Directors responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit/loss of your company for that year;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts for the year ended on 31st March, 2014 on a going concern basis.

Auditor''s

The observation and comments given by the Auditor in his report read together with notes to Accounts are self-explanatory and hence do not call any further comments under Section 217 of the Companies Act, 1956.

The present Auditors of the Company M/s D. K. Chhajer & Co., Chartered Accountants, shall retire at the conclusion of this Annual General Meeting and being eligible, have offered themselves for re-appointment to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

Corporate Governance

As required by the Listing Agreement with the Stock Exchange, Reports on Corporate Governance and Management Discussion and Analysis Report as approved by the Board together with the Certificate from Practicing Company Secretary are set out in the annexure forming a part of this report.

Listing

The Equity Shares of the Company are listed with the BSE Limited, P.J. Towers, Dalai Street, Mumbai - 400 001, under Scrip Code 512417 and the Company has Paid Listing Fees to the said Stock Exchange for the Financial Year 2014-2015.

Particulars as per Section 217 of the Companies Act, 1956

Since, the Company neither owns nor operates any manufacturing unit or facility, there is no information which needs to be disclosed in respect of Conservation of Energy, Technology Absorption. However, your Company, due to merger with Trinity Tradelink Limited is engaged in International Trading Activities with major exports in Jute, Tea & Potato and the Foreign Exchange earnings and outgo from the said activities as per Section 217 (1) (e) of the Companies Act, 1956 is given below:

FOREIGN EXCHANGE EARNINGS & OUTGO For the Year ended For the Year ended 31st March, 2014 31st March, 2013 (in Rs.) (in Rs.)

Foreign Exchange Earnings 55,091,008.00 53,228,348.00

Foreign Exchange Outgo NIL NIL

None of the employees of the Company draws remuneration in excess of the prescribed limits, hence details required to be given in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

Appreciation

Your Board of Directors takes this opportunity to express their sincere appreciation for the support and co-operation extended by the stakeholders, bankers, consultants, advisors & employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Vikrant Kayan Sukumar Das Managing Director Director DIN No.00761044 DIN No.00760908

Registered Office:

D 103 Devraj CHS, S.V. Road, Goregaon West Mumbai 400 006.

Date : 07.08.2014


Mar 31, 2012

To,The Members of Omnitech Petroleum Limited

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the audited accounts for the financial year ended 31st March, 2012.

Financial Results:- (In

Particulars Year Ended Year Ended

2011-12 2010-2011

Net Income from operations/sales 0 8,27,35,316

Total Expenditure 20,96,773 8,38,28,277

Loss before Income Tax 20,96,773 10,92,962

Provision for Income Tax 0 0

Net Loss 20,96,773 10,92,962

Profit / (Loss) Brought forward (9,39,630) 1,53,332

Profit /(Loss) carried to Balance Sheet (30,36,403) (9,39,630)

Dividend

Your Directors have not recommended any dividend on equity shares for the year ended 31st March, 2012.

Open Offer

During the year under review, DUNHIL HEALTHCARE PRIVATE LIMITED has entered into a Share Purchase Agreement (SPA) dated 2nd April, 2012 with the than Promoters and Persons acting concert of the Company to acquire 166,962 equity shares of the Company representing 68.15 % (Approx) of the total paid-up capital of the Company.

Thereafter DUNHIL HEALTHCARE PRIVATE LIMITED has made an open offer to the shareholders of the Company to acquire upto 26% of the total paid-up capital of the Company and consequently has acquired 11900 fully paid up equity shares representing 4.86% (Approx) of the total paid-up Share Capital of the Company in compliance with SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof and consequently

DUNHIL HEALTHCARE PRIVATE LIMITED became the Promoters of the Company w.e.f. 15th June, 2012.

Shifting of Registered office of the Company

The Registered Office of the Company has been shifted from 3A - 301, Runwal Omkar Esquare, Chunnabhatti Signal, Eastern Express Highway, Sion (East), Mumbai - 400 022 to D 103, Devraj Chs, S. V. Road, Goregaon West, Mumbai - 400 062.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review.

Directors

Mr. KAMAL KISHORE GOKALCHAND GUPTA, Mr. GAURAV VISHNUKUMAR GUPTA, Mr. TARACHAND VARMA MULCHAND and Mr. VENKATESHKUMAR KRISHNAMURTHY TIRUPATIPANYAM & Mr. SUDHIR ANANT SANTHE have resigned as Directors from the Board of the Company with effect from June 29, 2012. During their tenure as Directors, they have greatly contributed to the performance of the Company by their vast knowledge and experience.

Mr. VIKRANT KAYAN, Mrs. SHALENI KAYAN, Mr. SUKUMAR DAS, Mr. SHARAD JHUNJHUNWALA AND Mr. SHYAM SUNDER JHUNJHUNWALA were appointed as Additional Directors with effect from June 28, 2012. Pursuant to Section 260 of the Companies Act, 1956, they holds office only up to the date of the ensuing Annual General Meeting. Their appointment needs to be confirmed by the members in the General Meeting.

Brief profiles of all the above Directors are provided elsewhere in this Annual Report as additional information.

Directors responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts for the year ended on 31st March, 2012, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your company for that year;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts for the year ended on 31st March, 2012 on a going concern basis.

Auditor's

The observation and comments given by the Auditor in his report read together with notes to Accounts are self-explanatory and hence do not call any further comments under Section 217 of the Companies Act, 1956.

The present Auditor of the Company M/s. Jain Gangwal & Associates, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. However, M/s Jain Gangwal & Associates has expressed his unwillingness for re- appointment and informed to the Company by notice in writing to this effect .In view of this the Board of Directors recommend appointment of M/s D. K. Chhajer & Co., Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2012-13 to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

Further, M/s D. K. Chhajer & Co. have given consent letter to act as Statutory Auditors and letter to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Corporate Governance

Since the paid-up share capital of the Company is below prescribed threshold limit, compliance of requirement of Clause 49 of the listing agreement executed with the stock exchange is not applicable to the Company.

The equity shares of the Company is listed with Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Mumbai - 400 001 under scrip code - 512 417 and Company has paid listing fees to the said stock exchange for the year 2012-2013.

Particulars as per Section 217 of the Companies Act, 1956

Since, the Company neither owned or operate any manufacturing unit or facility nor has carried out any transaction involving foreign exchange inflow or outflow, there is no information which needs to be disclose in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as per Section 217 (1) (e) of the Companies Act, 1956.

None of the employees of the Company draws remuneration in excess of the prescribed limits, hence details required to be given in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

Appreciation

Your Board of Directors takes this opportunity to express their sincere appreciation for the support and co-operation extended by the stakeholders, bankers, consultants, advisors & employees of the Company.

For and on behalf of the Board of Directors

Vikrant Kayan Sukumar Das

Director Director

Place: Mumbai

Date: August 2, 2012


Mar 31, 2011

The Members, Omnitech Petroleum Limited (formerly Sharp Trading & Finance Limited)

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the audited accounts for the financial year ended 31st March, 2011.

Financial Results:-

n Rupees)

Particulars Year Ended Year Ended 2010-2011 2009-2010

Net income from operations/sales 8,27,35,316.00 7,89,38,533.00

Total Expenditure 8,38,28,277.00 7,92,23,614.00

Loss before IncomeTax 10,92,962.00 2,85,081.00

Provision for Income Tax Excess Provision of Tax 0.00 (1,750.00)

Short Provision of FBT 0.00 280.00

Net Loss 10,92,962.00 2,83,611.00

Profit brought forward 1,53,332.00 4,36,943.00

Profit/(Loss) carried to (9,39,630.00) 1,53,332.00 Balance Sheet

DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year ended 31st March, 2011.

CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY

During the year under review ,Mr. Kamal Kishore Gupta and other individuals ("Acquirers"), have acquired 1,66,962 Equity Shares of Rs. 10/- each, representing 68.15% equity stake & voting rights accompanied with effective management control of the Company from erstwhile promoters by entering into Share Purchase Agreement and after complying with the requirement of open offer in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

ALTERATION OF MAIN OBJECT

Since, the new management had acquired the Company with the intention of carrying on oil, gas & petroleum products related activities, main object of Memorandum of Association of the Company has been altered accordingly.

CHANGE OF NAME OF THE COMPANY

To reflect activity of the Company in its name, the name of the Company has been changed from "Sharp Trading & Finance Limited" to "Omnitech Petroleum Limited"we.f. 19th April, 2011.

INCREASE IN AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company has been increased from Rs. 25,00,000/- (Rupees Twenty Five Lakhs only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of additional 1,47,50,000 (One Crore Forty Seven Lakh Fifty Thousand) Equity shares of Rs. 10/- (Rupees Ten) each.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company has been shifted from Shreya House, 4th Floor, 301-A, Pereira Hill Road, Andheri (East), Mumbai - 400099 to 3A-301, Runwal Omkar Esquare, Chunnabhatti Signal, Eastern Express Highway, Sion (East), Mumbai - 400022, w.e.f. 4th January, 2011.

BOARD OF DIRECTORS

Mr. Kamal Kishore Gupta, Mr. Gaurav Gupta and Mr. Tarachand Varma who were appointed as Additional Directors of the Company w.e.f. 4th January, 2011 hold office till the ensuing Annual General Meeting. Notices proposing appointment of Mr. Kamal Kishore Gupta, Mr. Gaurav Gupta and Mr. Tarachand Varma as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

Mr. T K Venkatesh Kumar, Ms. Neera Kothari and Mr. Sudhir Sathewho were appointed as Additional Directors of the Company w.e.f. 5th July, 2011,hold office till the ensuing Annual General Meeting. Notices proposing appointment of Mr. T K Venkatesh Kumar, Ms. Neera Kothari and Mr. Sudhir Sathe as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

Mr. Sheel Kumar Singh, Mr. Arun Kamath and Ms. Katy Umrigar, Directors of the Company have resigned from the Directorships of the Company w.e.f. 31st January, 2011. The Board places on record its appreciation of the valuable services rendered by them during their tenure as Directors of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

i) in the preparation of the Annual Accounts for the year ended on 31st March, 2011, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your Company for that year;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the year ended on 31st March, 2011 on a going concern basis.

AUDITORS

The observations and comments given by Auditor in his report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

The present Auditor of the Company Mr. Rajesh Mayekar, Chartered Accountant, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. However, Mr. Rajesh Mayekar has expressed his unwillingness for re-appointment and informed to the Company by notice in writing to this effect

In view of the above, the Board of Directors has recommended appointment of M/s. Jain Gangwal& Associates, Chartered Accountants, as Statutory Auditors of the Company for the Financial Year 2011 - 2012 to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company. Further, M/s. Jain Gangwal& Associates have given consent letter to act as Statutory Auditors and letter to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Since, the paid-up share capital of the Company is below prescribed threshold limit, compliance of requirement of Clause 49 of the listing agreement executed with the stock exchange is not applicable to the Company.

The equity shares of the Company is listed with Bombay Stock Exchange Limited, P.J. towers, Dalal Street, Mumbai - 400001 under scrip code- 512417 and Company has paid listing fees to the said stock exchange for the year 2011-2012.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the requirement of Section 383A of the Companies Act, 1956, Company has obtained certificate from Nilesh G. Shah, Practicing Company Secretary in respect of compliance of provisions of the Companies Act, 1956 and annexed to this report.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Since, the Company neither owned or operate any manufacturing unit or facility nor has carried out any transaction involving foreign exchange inflow or outflow, there is no information which needs to be disclose in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956.

None of the employees of the Company draws remuneration in excess of the prescribed limits, hence details required to be given in terms of Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 is not applicable.

APPRECIATION:-

Your Board of Directors takes this opportunity to express their sincere appreciation for the support and co-operation extended by the stakeholders, bankers, consultants, advisors and employees of the Company.


Mar 31, 2010

The Directors Present their 25th Annual Report and audited financial statement of Accounts of the Company for the year ended 31st March, 2010.

PERFORMANCE & HIGHLIGHTS

31/03/2010 31/03/2009

Rs. In Lacs Rs. In Lacs

Sales Including other receipts 789.39 948.69

Profit / (Loss) before tax -2.85 2.80

Provision for Tax 0.15 1.03

Profit/(Loss) after tax -2.84 1.77

DIVIDEND

In view of loss, your directors do not recommend any dividend.

DIRECTORS

There were no change in the Directors during the year.

DEMATERIALISATION OF SHARES

Your Company has connectivity with the CDSL. For dematerialization of its Equity Shars. The ISIN No.INE567D01014 has been allotted for the comapys Shares. Therefore the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

DEPOSITS

The Company has not accepted any Deposit from the public within the meaning of Section 58 A & 58 AA of the Companies Act, 1956.

AUDITORS

Mr. Rajesh Mayekar Chartered Accountants, The Present auditors of the Company shall retire at the conclusion of the Annual General Meeting and being eligible, have offered themselves for reappointment till the conclusion of the next annual general meeting. You are requested to appoint auditors for the current year and fix their remuneration.

AUDITORS REPORT

As regards the Auditors observations in their report, the Directors with to inform that the necessary explanations are incorporated in the respective Notes to the Accounts , which are self explanatory.

REQUIREMENT OF SEC.217 (2A) OF THE COMPANIES ACT. 1956

There were no employees in receipt of remuneration as specified u/s 217(2A) of the companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

The Companies Act, 1956 requires the Board of Directors of the Company to prepare accounts for each financial year giving a true and fair view of the state of affairs of the Company and the Profit or Loss of the Company for the Period.

The Directors state that

A) In preparing the annual accounts, the applicable accounting standard have been followed.

B) The accounting policies adopted have been consistently applied and wherever necessary made judgements and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year.

C) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

D) The annual accounts have been prepared on going concern basis.

INFORMATION UNDER SECTION 217 (1) (e)

A. CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION

The activities of the Company do not require any energy and / or import of technical expertise and as such, these particulars are not given.

B. RESEARCH AND DEVELOPMENT (R&D) :- Not Applicable.

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :- Not Applicable

D FOREIGN EXCHANGE EARNINGS / OUTGO

During the year under review there was no earnings and No outgo of foreign exchange.

ACKNOWLEDGEMENT

Yours Directors are thankful to Auditors to the Company , Share holders and staff for their continued co-operation and support.

For and on behalf of the Board.

Mumbai, 2rd August 2010

DIRECTOR.

Registered Office:

Shreya House, 4th Floor,

301/A, Pereira Hill Road,

Andheri (East),

Mumbai - 400 099.

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