Mar 31, 2018
Dear Members,
SVARAJ TRADING AND AGENCIES LIMITED
The Directors are pleased to present the 38thAnnual Report together with the Audited Financial Statements for the financial year ended March 31, 2018. The Management Discussion and Analysis is also included in this Report.
1. FINANCIAL PERFORMANCE
The brief financial results of the Company are as detailed below:
[In Lacs.]
Particulars |
Year ended 31st March 2018 |
Year ended 31st March 2017 |
Total Revenue |
203.98 |
444.66 |
Profit/(Loss) before taxation |
163.29 |
135.78 |
Less: Tax Expense |
42.05 |
30.11 |
Profit/(Loss) after tax |
121.24 |
105.67 |
2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY
During the financial year ended on March 31, 2018, the revenue from operations stood at Rs. 2.04 crores as compared with Rs. 4.45 crores in the previous year. The profit before tax stood at Rs.1.63 crores as against profit of Rs. 1.36 crores in the previous year. The net profit for the year 2018 stood at Rs. 1.21 crores against profit of Rs. 1.06 crores reported in the previous year.
At present your Company is doing its existing line business to the optimum use of its resources and is taking the effort to improve its Earning per Share (EPS) and management has no plan of venturing into any new business.
3. CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year the company is in the business of general trading. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.
4. DIVIDEND AND RESERVES
After considering the financial results for the financial year 2017-18, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.
5. SHARE CAPITAL
The paid-up equity share capital as at March 31, 2018 stood at Rs. 147,500,000 (Rupees Fourteen Crores Seventy-five lacs only). There is no change in the share capital of the company during the financial year.
6. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2018, the Company has no Subsidiary or Associates or Joint Venture Company. There are no companies which have become or ceased to be the Subsidiary or Associates or Joint Venture of the Company during the financial year ended on March 31, 2018.
7. CORPORATE GOVERNANCE
A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditorâs Certificate thereon is annexed herewith.
8. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return as on March 31, 2018 as prescribed under Section 92(3) of the Companies Act, 2013, read with relevant rules is attached as Annexure I and forms part of this Report.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
- In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Shankar Das Vairagi, Director (DIN:01869965) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.
- Ms. Anita Jaiswal is appointed as the Company Secretary of the Company with effect from August 11, 2017.
- All Independent Directors had furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.
10. BOARD MEETING
During the financial year ended on March 31, 2018, five Board Meetings and five Audit Committee Meetings convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details are given in the Corporate Governance Report. The intervening gap between the meetings was with the period prescribed under the law.
A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
During the financial year ended on March 31, 2018, the Company has not given any loan or guarantee or provided security, or made investment pursuant to the provisions of section 186 of the Companies Act, 2013.
13. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.svarajtrading.com).
14. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a 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 remuneration and nomination policy has been posted on the website of the Company (www.svarajtrading.com).
15. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.
The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.
The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in terms of the provision of section 188(1) including certain armâs length transactions:
1. Details of contract or arrangement or transactions not at armsâ length basis; Nil_
a. |
Name(s) of the related party and nature of relationship |
NA |
b. |
Nature of contract /arrangements/transaction |
NA |
c. |
Duration of contract / arrangements/transaction |
NA |
d. |
Salient terms of contract /arrangements/transaction including the value, if any, |
NA |
e. |
Justification for entering into such contract / arrangements/ transaction |
NA |
f. |
Date(s) of approval by the Board |
NA |
g. |
Amount paid as advances, if any, |
NA |
h. |
Date on which special resolution was passed in general meeting as required under first proviso to section 188 |
NA |
2. Details of contract or arrangement or transactions at armsâ length basis:
a. |
Name(s) of the related party and nature of relationship |
NA |
b. |
Nature of contract /arrangements/transaction |
NA |
c. |
Duration of contract / arrangements/transaction |
NA |
d. |
Salient terms of contract/arrangements/transaction including the value, if any, |
NA |
e. |
Date(s) of approval by the Board |
NA |
f. |
Amount paid as advances, if any, |
NA |
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
17. DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year financial ended on March 31, 2018, the Board of Directors hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the losses of the Company for the year ended on that date;
iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts of the Company have been prepared on a going concern basis;
v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. STATUTORY AUDIT
R Soni & Co., Chartered Accountants, Firm Registration No. (FRN No. 130349W), who were appointed as Statutory Auditors of the Company at the last AGM held in the year 2017 for a period of five years till the conclusion of the AGM of the Company to be held in the year 2022 (subject to ratification of their appointment at every AGM).
In view of Companies Amendment Act, 2017 the requirement of ratification of auditor by the members at every Annual General Meeting is now not required.
The Board accordingly, recommends ratification at the ensuing annual general meeting by shareholders of the Company till the conclusion of the AGM of the Company to be held in the year 2022.
Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.
19. COST AUDIT
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.
20. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report (Form MR-3) is annexed herewith as Annexure - II and forms an integral part of this report.
21. INTERNAL AUDIT
As per Section 138 of the Companies Act, 2013, the Company has appointed M.H. Parihar & Co., Chartered Accountants., as an internal auditor for the year 2018-19 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companyâs policies and ensure statutory and other compliance through, periodical checks and internal audit.
22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.
During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.
The internal and operational audit is conducted on regular basis. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
23. RISK MANAGEMENT
During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.
Some of the risks that the Company is exposed to are:
Financial Risks
The Companyâs policy is to actively manage its various financial risks within the framework laid down. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of goods in which it trades. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices.
Regulatory Risks
The Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.
25. AUDITORâS CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditorâs Certificate on Corporate Governance is set out in this Annual Report. The Auditorâs Certificate for the year 2018 does not contain any qualification, reservation or adverse remark.
26. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.
During the year under review, no complaints were reported to the Board.
27. STATUTORY INFORMATION
- The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.
- The information required under section 197 of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - III and IV to this report.
- The Company has not accepted or renew any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
- The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.
- Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.
28. CAUTIONARY STATEMENT
Statements in this Directorsâ Report & Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
29. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.
30. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Companyâs shares are listed with BSE Ltd. Your Company has paid the annual listing fees and there are no arrears.
31. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company, as there was no employee employed in the company during the year.
32. APPRECIATION
Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.
For and on behalf of the Board of Directors of SVARAJ TRADING AND AGENCIES LIMITED
Sd/- Sd/-
Harendra Kumar Gupta Shankar Das Vairagi
Managing Director Director
DIN: 05335662 DIN: 01869965
Place: Mumbai
Dated: August 11, 2018
Mar 31, 2015
The Directors are pleased to present the 35thAnnual Report together
with the Audited Financial Statements for the financial year ended
March 31, 2015. The Management Discussion and Analysis is also included
in this Report.
1. FINANCIAL PERFORMANCE
The brief financial results of the Company are as detailed below:
[In Rs.]
Particulars Year ended 31st Year ended 31st
March 2015 March 2014
Total Revenue 98,448,011. 9,870,009.
Profit/(Loss)
before taxation 21,094,485 8,849,340
Less: Tax Expense 4,818,832 2,839,943
Profit/(Loss) after tax 16,275,653 6,009,397
Add: Balance B/F from
the previous year (61,578,338) (67,550,129)
Balance Profit / (Loss)
C/F to the next year (9,743) (16,285,397)
2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY
During the financial year ended on March 31 2015, your Company reported
top-line growth of 897.45% over the previous year. The Gross revenue
from operations stood at Rs. 984.48 lacs as compared with Rs.
98.70lacsin the previous year. The Profit before tax stood at Rs.
210.94 lacs as against profit of Rs. 88.49 lacs in the previous year.
The Net Profit for the year stood at Rs. 162.76 lacs against profit of
Rs. 60.09 lacs reported in the Previous Year.
3. CORPORATE OVERVIEW
During the year the company is in the business of general trading.
There is no change in nature of the business of the Company. The
Company has its registered office at Mumbai.
4. OVERVIEW OF THE ECONOMY AND ANALYSIS
As per the latest GDP growth estimates, Indian economy grew by 7.4%
inFY15 compared to 6.9% in FY14, mostly driven by improved economic
fundamentals and revision of GDP methodology calculation. Even
inflation showed signs of moderation, a welcome sign - wholesale price
and consumer price inflation declined. Reduced inflation, falling crude
oil prices, stable Rupee, improved purchasing power and consumer
spending, higher capital inflows supported by the government policy
reforms have already put India on an accelerating growth track an
improved the business outlook.
Reforms like e-auctions of coalmines and telecom, FDI hike in
insurance, speedier regulatory approvals etc. will be critical growth
enablers to de-bottleneck stalled projects, improve the investment
outlook and the ease of doing business in the country. Reforms
currently underway such as GST implementation, Amendment on Land
Acquisition Bill, Labour Reforms, etc. are expected to provide the
requisite thrust for growth in the medium-term.
Opportunities and Challenges
Being a major employer in India coupled with strong industry linkages
with the rural economy augurs trading activities as one of the most
significant sectors with an incremental growth potential. Rural economy
has seen a spurt in income levels the last few years and this is the
right time to promote trade and investment. Being one of the key focus
sectors under the Government's ''Make in India'' campaign is a
testimony to the huge growth potential the trading and investment
activities. Globally, favorable trade policy reforms would also allow
the trade and investment to expand its trade partners, improve its
export competitiveness and contribute substantially to the nation's
income.
However, the trading and investment are constrained with many
challenges including rising costs (wages, inventory and interest
costs), intensified competition from other low cost countries and
political risk to implement the reforms like GST etc. Such issues need
to be addressed to result in unlocking maximum growth potential.
5. DIVIDEND AND RESERVES
In view of the in sufficient profit your directors do not recommend any
dividend. During the year under review, no amount was transferred to
General Reserve.
6. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2015 stood at Rs.
145,000,000 (Rupees Fourteen crores fifty lacs). There is no change in
the Share Capital of the company during the financial year.
7. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2015, the Company has no Subsidiary and Associates
Company.
8. CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements in
terms of the provision of Section 129(3) of the Companies Act, 2013 and
Rules made there-under during the financial year.
9. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Auditor
confirming compliance forms an integral part of this Report.
10. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 of the Companies Act, 2013, is
included in this Report as Annexure - A and forms an integral part of
this Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Mrs. Rekha Soni
Director retires by rotation at the forthcoming Annual General Meeting
and, being eligible offers herself for re-appointment.
Mr. Rajeev Sharma, Mr. Heera Lal Chippa, Mr. Chaturbhuj Chauhan were
appointed Non Executive Independent Director for a period of five years
the 34thAnnual General Meeting held on September 26, 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as evaluation of the working of the Board and its Committees, culture,
execution and performance of specific duties, obligations and
governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non-independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
The process followed by the Company for induction and training to Board
members has been explained in the Corporate Governance Report.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
14. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or
grievances. The Whistle Blower policy has been posted on the website of
the Company. (www.svarajtrading.com).
15. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a 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 remuneration and
nomination policy has been posted on the website of the Company
(www.svarajtrading.com).
16. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework
through standard operating procedures for the purpose of identification
and monitoring of transactions with the related parties.
The policy on related party transactions as approved by the Board of
Directors has been uploaded on the website of the Company. None of the
Directors has any pecuniary relationship or transactions vis-d-vis the
Company.
The details of transactions entered into with the related parties are
given here-in-below in form AOC-2 in terms of the provision of section
188(1) including certain arm's length transactions:
A. Details of contract or arrangement or transactions not at arms'
length basis ; Nil
a. Name(s) of the related party
and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract /arrangements/
transaction including the NA
value, if any,
e. Justification for entering into such
contract / arrangements/ NA
transaction
f. Date(s) of approval by the Board NA
g. Amount paid as advances , if any, NA
h. Date on which special resolution was
passed in general meeting as NA
required under first proviso to section 188
B. Details of contract or arrangement or transactions at arms' length
basis :
a. Name(s) of the related party and nature of NA
relationship
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract/arrangements/
transaction NA
including the value, if any,
e. Date(s) of approval by the Board NA
f. Amount paid as advances , if any, NA
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
18. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following
statement in terms of Section 134(3)(c) of the Companies Act, 2013:
i. that in the preparation of the Annual Accounts for the year ended
March 31, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ii. 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 the Company as at March 31, 2015 and of the
profit of the Company for the year ended on that date;
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. that 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; and
vi. that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
19. STATUTORY AUDIT
M/s S. G. Kabra & Co., Chartered Accountants, (Firm Registration No:
104507W) who are Statutory Auditors of the Company hold office up to
the forthcoming Annual General Meeting and are recommended for re-
appointment to audit the accounts of the Company for the financial year
2015-16. As required under the provisions of Section 139 of the
Companies Act, 2013, the Company has obtained written confirmation from
M/s. S.G. Kabra & Co., that their appointment, if made, would be in
conformity with the limits specified in the said Section.
20. COST AUDIT
Provision of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 are not applicable to
the Company during the year under review.
21. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there-under, the Company has appointed M/s R M Mimani &
Associates LLP, a firm of Company Secretaries in Practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report is
included as Annexure - B and forms an integral part of this Report.
The Management comments on the qualifications in the Secretarial Audit
Report as under:
The Company has not appointed Managing Director, Chief Financial
Officer and Company Secretary during the financial year as required
under section 203 of the Act.
These are the technical lapses and inadvertently. The Company has noted
the same and appointed and designated s Managing Director and Chief
Financial Officer of the e Company at its Board Meeting held on August
27, 2015. The Company is in process of the appointing Company Secretary
and would be complied the requirement as soon as it find the suitable
candidate.
The Company is in process of formulating the certain policies as
required under the Companies Act, 2013 and listing agreement.
These are the technical lapses and inadvertently. The Board of
Directors of the Company had adopted and implemented most of the
policies as required under the various laws and listing agreement and
will continue to do the same as required in term of the various laws
and listing agreement from time to time to ensure compliance of the
laws as suggested during the course of audit.
22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
Your Company has policies, procedures and effective internal controls
for ensuring orderly and efficient conduct of the business, safeguard
of its assets, prevention and detection of fraud and errors, accuracy
and completeness of the accounting record, timely preparation of
financial statements and proper disclosure.
During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
The internal and operational audit is conducted on regular basis The
main thrust of internal audit is to test and review controls, appraisal
of risks and business processes, besides benchmarking controls with
best practices in the industry.
23. RISK MANAGEMENT
During the year under review, the Company has identified and evaluates
elements of business risk. Consequently a Business Risk Management
framework is in place. The risk management framework defines the risk
management approach of the Company and includes periodic review of such
risks and also documentation, mitigating controls and reporting
mechanism of such risks. The framework has different risk models which
help in identifying risks trend, exposure and potential impact analysis
at a Company level as also separately for business.
Some of the risks that the Company is exposed to are:
Financial Risks
The Company's policy is to actively manage its foreign exchange risk
within the framework laid down. Given the interest rate fluctuations,
the Company has adopted a prudent and conservative risk mitigation
strategy to minimize interest costs.
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of goods in
which it trades. The Company proactively manages these risks through
forward booking, inventory management and proactive vendor development
practices.
Regulatory Risks
The Company is exposed to risks attached to various statutes and
regulations. The Company is mitigating these risks through regular
review of legal compliances carried out through internal as well as
external compliance audits.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with
Companies Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the Company during the year under review.
25. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at workplace
with a mechanism of lodging complaints. Its redressal is placed on the
intranet for the benefit of its employees.
During the year under review, no complaints were reported to the Board.
26. STATUTORY INFORMATION
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of
the Companies Act, 2013, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 are not applicable to the Company during the
period under review.
The information required under Section 197of the Companies Act, 2013
read with rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company
during the financial year.
The Company has not accepted any deposits, within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
The Business Responsibility Reporting as required by Clause 55 of the
Listing Agreement with the Stock Exchanges is not applicable to your
Company for the financial year ending March 31, 2015.
27. CAUTIONARY STATEMENT
Statements in this Directors' Report & Management Discussion and
Analysis describing the Company's objectives, projections, estimates,
expectations or predictions may be "forward-looking statements" within
the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied.
28. APPRECIATION
Your Directors wish to thank all the stakeholders who have contributed
to the success of your Company. Your Directors wish to place on record
their appreciation, for the contribution made by the employees at all
levels. Your Directors also wish to thank its customers, dealers,
agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
For and on behalf of the Board of Directors of
SVARAJ TRADING AND AGENCIES LIMITED
Harendra Kumar Gupta Shankar Das Vairagi
Managing Director Director
DIN: 05335662 DIN: 01869965
Place: Mumbai
Dated: August 27, 2015
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the Thirty Fourth Annual
Report on the operations of the Company together with the audited
accounts for the year ended 31st March 2014.
Financial Highlights: (Rs. in lacs)
Particulars Current Year Previous Year
Revenue from Operations 4.64 2.41
Other Income 94.06 6.60
Total Revenue 98.70 9.01
Less: Total Expenses 10.21 92.94
Profit(Loss) before Tax 88.49 (86.35)
Tax Expenses 28.40 -
Profit / (Loss) for the year 60.09 (86.35)
Dividend:
Your Directors regret their inability to recommend any Dividend for the
year under review.
Public Deposits:
The Company has not accepted or renewed any deposit from public in
terms of Section 58A of the Companies Act, 1956 during the year under
review.
Management Discussion And Analysis Report:
As required by Clause 49 of the Listing Agreements with Stock
Exchanges, the Management discussion and Analysis Report is enclosed as
a part of this report (Annexure - I).
Statement Pursuant To Listing Agreement (S):
The Company''s Equity shares are listed at Bombay Stock Exchange Limited
(BSE), Mumbai.
The Scrip code of shares of the company is 503624
The Company confirms that it has paid the Annual Listing Fees for the
year 2014- 15 to BSE.
Directors:
Mr. Shankardas Vairagi will retire by rotation at the ensuing annual
general meeting and, being eligible, offer himself for reappointment.
Mrs. Rekha Soni will retire by rotation at the ensuing annual general
meeting and, being eligible offer, herself for reappointment.
Your Directors state that Mr. Rajeev Sharma, Mr. Heera Lal Chipa and
Mr. Chatur Bhuj Chauhan who are proposed to be appointed as Independent
Directors possess appropriate balance of skills, expertise and
knowledge and are qualified for appointment as Independent Directors.
Your Directors recommend the appointment of Mr. Rajeev Sharma, Mr.
Heera Lal Chipa and Mr. Chatur Bhuj Chauhan
Directors'' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
- In the preparation of the Annual Accounts, the applicable standards
have been followed.
- That 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 the Company as at 31st March, 2014 and of the profit of the Company
for that period.
- That 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.
- That the Annual Accounts for the year ended 31st March, 2014 has been
prepared on a going concern basis.
Auditors:
M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as
the statutory auditor in the last AGM uptil the conclusion of next
Annual General Meeting. Members are requested to appoint Auditors for
the current year and to authorize the Board to fix their remuneration.
Auditors'' Comments:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes on Accounts, are self explanatory
and therefore do not call for any further comments under Section 217(3)
of the Companies Act, 1956.
Secretarial Compliance Certificate:
Pursuant to the Section 383Aof the Companies Act, 1956, the Certificate
of compliance for all the provisions of the Companies Act 1956 by a
Secretary in whole time practice has been taken on records.
Corporate Governance and Shareholders Information:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report (Annexure II).
Certificate from the Statutory Auditors of the company M/s S.G. Kabra &
Co., Chartered Accountants confirming the compliance with the
conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is attached to this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo:
Information pursuant tot section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosures of the Particulars in the Report
of the Board of Directors) Rules, 1988 is not applicable as your
Company is not a Manufacturing Company. During the period under review,
Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs.
NIL.
Particulars of Employees:
During the year under review, none of the employees of the Company,
whether employed for the whole year or part thereof, was in receipt of
remuneration aggregating to or in excess of the limits specified under
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, and hence, no
particulars are required to be furnished in connection with the same.
Acknowledgements:
Your Directors take this opportunity to express their gratitude for the
support and co-operation from the Investors, Financial Institutions,
Banks, Statutory Authorities, Customers and Suppliers. Your Directors
express their deep appreciation to the Company''s employees at all
levels for their unstilted efforts and valuable contributions during
the year.
For and on behalf of the Board
Sd/-
Haendra Gupta
Place: Mumbai (Director)
Date: 29th May 2014
Mar 31, 2013
To, The Members,
The Directors have pleasure in presenting the Thirty Third Annual
Report on the operations of the Company together with the audited
accounts for the year ended 31st March 2013.
Financial Highlights: (Rs. in lacs)
Current Year Previous Year
Gross Profit/(Loss) (86.35) 6.00
Less: Interest 0.00 0.00
Depreciation 0.00 0.00
Provision for income Tax 0.00 0.00
Leaving a Balance (86.35) 6.00
Bal brought forward
from previous year (589.14) (595.15)
Balance carried to
balance sheet (675.49) (589.14)
Dividend:
In view of the losses incurred and based on the future planning your
Directors regret their inability to recommend any Dividend for the year
under review.
Public Deposits:
The Company has not accepted or renewed any deposit from public in
terms of Section 58A of the Companies Act, 1956 during the year under
review.
Directors'' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
- In the preparation of the Annual Accounts, the applicable standards
have been followed.
- That 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 the Company as at 31st March, 2013 and of the profit of
the Company for that period.
- That 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.
- That the Annual Accounts for the year ended 31st March, 2013 has
been prepared on a going concern basis.
Statement Pursuant To Listing Agreement (S):
The Company''s Equity shares are listed at Bombay Stock Exchange Limited
(BSE), Mumbai.
The Scrip code of shares of the company is 503624
The listing fees for the year under review have been paid to BSE.
Directors:
Appointment of New Director
The Board of Directors, at their meeting held on the 29th March, 2013,
have recommended and approved the appointment of Mr. Harendra gupta,
Mr. Shankar Das Vairagi, Mrs. Rekha Soni, Mr. Rajeev Sharma & Mr.
Kamlakar Star as Additional Directors of the Company, with effect from
the said date, whose term of office is up to the date of this Annual
General Meeting in accordance with the applicable provisions of the
Articles of Association and the Companies Act, 1956. The matter of
appointing them except Mr. Kamlakar Sutar, as regular director, liable
to retire by rotation, appears as an Agenda item in the Notice of the
33rd Annual General Meeting.
Further the company has received notice under Sec 257 from Mr. Heera
Lal Chippa & Mr. Chatur Bhuj Chauhan proposing their candidature for
directorship, the matter of appointing them as Independent directors,
liable to retire by rotation, appears as an agenda item in the notice
of the 33rd AGM.
Resignation of Director
During the year Mr. Abirchand Shreeniwas Joshi, Mr. Vishnunarain
Deviprasad Khanna & Mr. Kailashprasad Govardhanlal Maheshwari has
resigned from thr directorship of the Company. The Board thanks them
for their services and support rendered to the company
Auditors:
M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as
the statutory auditor in the last AGM until the conclusion of next
Annual General Meeting. Members are requested to appoint Auditors for
the current year and to authorize the Board to fix their remuneration.
Certificate from the auditors has been received to the effect that
reappointment if made, would be within the limits prescribed under
Section 224 (1B) of the Companies Act, 1956.
Auditors'' Comments:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes on Accounts, are self explanatory
and therefore do not call for any further comments under Section 217(3)
of the Companies Act, 1956.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo:
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosures of the Particulars in the Report
of the Board of Directors) Rules, 1988 is not applicable as your
Company is not a Manufacturing Company. During the period under review,
Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.
Particulars of Employees:
During the year under review, none of the employees of the Company,
whether employed for the whole year or part thereof, was in receipt of
remuneration aggregating to or in excess of the limits specified under
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, and hence, no
particulars are required to be furnished in connection with the same.
Acknowledgements:
Your Directors take this opportunity to express their gratitude for the
support and co-operation from the Investors, Financial Institutions,
Banks, Statutory Authorities, Customers and Suppliers. Your Directors
express their deep appreciation to the Company''s employees at all
levels for their unstilted efforts and valuable contributions during
the year.
For and on behalf of the Board
s/d
(Kamlakar Sutar)
Place: Mumbai (Director)
Date: 2nd Sept 2013
Mar 31, 2012
To The Members
The Directors have pleasure in presenting the THIRTY SECOND ANNUAL
REPORT together with the Audited Statement of Accounts for the year
ended March 31,2012.
Financial Highlights: Rs. In Lacs
Current
Year Previous
Year
Gross Profit/(Loss) 6.00 23.61
Less: Interest 0.00 0.00
Depreciation 0.00 0.00
Provision for Income Tax 0.00 2.83
Leaving a Balance 6.00 20.78
Balance brought forward
from previous year (595.15) (615.94)
Balance carried to balance sheet (589.15) (595.15)
DIVIDEND
Your Directors do not recommend any dividend, forthe year, under
review.
FIXED DEPOSITS:
During the year under review the Company has not accepted any deposit
from the public.
MERGER /AMALGAMATION:
The Hon'ble High Court Bombay vide its order dated 27'" April 2012 has
approved the Scheme of merger of Kamala Udyoga Ltd, a wholly owned
subsidiary with the Company.
The Transferor Company i.e. Kamala Udyoga Limited is a 100% Subsidiary
of the Transferee Company i.e. Svaraj Trading And Agencies Limited and
it shall not issue and allot any shares to the shareholders of the
Transferor Company Kamala Udyoga Limited.
INCREASE IN AUTHORISED SHARE CAPITAL
Pursuant to the approval of Scheme of Amalgamation/ Merger of Kamala
Udyoga Ltd with the Company the Authorized Share Capital of the Company
is increased to Rs. 1,50,00,000/- (Rupees One crores Fifty Lacs)
comprising of 15,00,000 (Fifteen Lacs) Equity Shares of Rs. 10/-
(Rupees Ten) each.
PARTICULARS OF EMPLOYEES:
None of the employees are drawing salary and allowance exceeding the
limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the
information need not to be given.
CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since the Company has no manufacturing activities the disclosure of
particulars as required under section 217(1)(e) of the Companies Act,
1956 , read with the (Disclosure of particulars in the Report of the
Board of Directors) Rules 1988 are not applicable in so far it relates
to the conservation of energy and technology absorptions.
There were no foreign exchange earnings and outgo during the year under
review:
DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OFTHE
COMPANIES ACT, 1956
The Board of Directors of the Company Confirms:
(I) that in the preparation of the accounts for the financial year
ended 31" March 2012, the applicable accounting standards have been
followed.
(II) that the Directors have selected such accounting policies and
applied them consistently and made judgments 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 and of the
profit or loss of the Company for the year under review.
(III) that 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 safeguard of the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(IV) that the directors have prepared the accounts for the financial
year ended 31" March, 2012 on a 'going concern' basis.
CERTIFICATE OF COMPLIANCE:
The Certificate of Compliance for all the provisions the Companies Act
1956, by a secretary in whole time practice is attached hereto, as
required under section 383A of the said Act.
LISTING /TRADING OF SHARES:
Your Company shares are listed with The Bombay Stock Exchange Limited,
P.J Towers, Dalai Street, Mumbai -400001.
The Scrip code of shares of the company is 503624.
The Listing fee for the current year 2012 -2013 has been paid.
DIRECTORS
During the year Shri Rajendra Somani and Shri B K Singhi has resigned
from directorship of the Company. The Board thank for their services
and support rendered by them to the company.
Shri K P Maheshwari has been appointed as an additional director of the
Company. Necessary resolution for his appointment as director liable to
retire by rotation are incorporated in the Notice convening 32"" Annual
General Meeting of the Company.
Shri V N Khanna retires by rotation and being eligible offers
themselves for reappointment.
AUDITORS
The Auditors, M/s. S G Kabra & Co. Chartered Accountants, hold office
until the conclusion of the Annual General Meeting and are recommended
for reappointment, Certificate from the Auditors has been received to
the effect that therein reappointment, it made, wouid be within the
limits prescribed under section 224( 1B) of the Companies Act 1956.
FOR AND ON BEHALF OF THE BOARD
V. N. Khanna
(Director)
Adarsh Somani
(Director)
K. P. Maheshwari
(Director)
Place: Mumbai
Date: 30/05/2012
Mar 31, 2010
The Directors have pleasure in presenting the THIRTHEITH Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March2010.
FINANCIAL HIGHLIGHTS :
Rs. In Lacs
Current Previous
Year Year
Gross Profit (Loss) (180.72) (180.72)
Less : Interest 0.00 0.00
Depreciation 0.00 0.00
Provision for Income Tax 0.00 0.00
Leaving a Balance (180.72) (180.72)
Balance brought forward from previous year (461.96) (461.96)
Balance carried to balance Sheet (642.68) (642.68)
DIVIDENDS :
Your Directors do not recommend any dividend, for the year.
FIXED DEPOSITS :
During the year under review the Company has not accepted any deposit
from the public.
SUBSIDIARY COMPANY :
The statement of subsidiary Company as required under section 212 of
the Companies Act, 1956 as annexed hereto and form part of this report.
PARTICULARS OF EMPLOYEES :
None of the employees are drawing salary and allowance exceeding the
limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the
information need not to be given.
CONSOLIDATION OF ACCOUNTS:
In accordance with the Accounting Standard 21 issued by ICAI
Consolidated Financial Statement forms part of this Report & accounts.
CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Since the Company has no manufacturing activities the disclosure of
particulars as required under Section 217 (1) (e) of the Companies Act
1956, read with the (Disclosure of Particulars in the Report of the
Board of Directors) Rules 1988 are not applicable in so far it relates
to the conservation of energy and technology absorptions.
There were no foreign exchange earnings and outgo during the year under
review :
DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE
COMPANIES ACT,1956.
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to directors responsibility statement, it is
hereby confirmed.
i) that in the preparation of the accounts for the financial year ended
31st March2010 the applicable accounting standards have been followed
j) that the directors have selected such accounting policies and
applied them consistently and made judgement 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 and of the
profit or loss of the company for the year under review.
k) that 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 safeguard of the assets of
the company and for preventing and detecting fraud and other
irregularities;
l) that the directors have prepared the accounts for the financial year
ended 31st March2010 on a going concern basis.
CERTIFICATE OF COMPLIANCE :
The Certificate of Compliance for all the provisions the Companies Act
1956, by a secretary in whole time practice is attached hereto, as
required under section 383 A of the said Act.
LISITING :
Your Company is listed with The Bombay Stock Exchange Limited P. J.
Towers, Dalai Street, Mumbai 400 001.
DIRECTORS :
Shri V. N. Khanna & Shri Adarsh Somani Director of the Company retires
by rotation under the Companys Articles of Association and is eligible
for re-appointment
AUDITORS :
Members are requested to appoint Auditors for the current year and fix
their remuneration, M/s. S. G. Kabra & Co.Chartered Accountants, the
existing Auditors have informed their eligibility for reappointment.
QUALIFICATION BY AUDITORS
The observation of auditors in their Report on the Accounts read with
relevant note is self explanatory.
For and dn behalf of the Board
RAJENDRA SOMANI
(DIRECTOR)
ADARSH SOMANI
(DIRECTOR)
V.N. KHANNA
(DIRECTOR)
Place : Mumbai
Date :2nd September2010