Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting their 29th Annual Report on
the business and operations together with the Audited Statement of
Accounts of the Company for the year ended 31st March, 2015.
1. FINANCIAL RESULTS:
The Financial results are briefly indicated below:
Particulars Year Ended
2014-15 2013-14
Total Income 21.06 25.20
Total Expenditure 20.60 25.25
Profit/Loss before Taxation 4.63 (12.07]
Profit/Loss after Taxation 4.64 (12.07]
Transfer from General Reserve ' -
Balance carried to Balance 4.64 (12.07]
Sheet
2. REVIEW OF OPERATION:
The Company has made a Profit of Rs. 4,63,985/- during the financial
year. Your Directors expect to achieve better performance in the future
taking maximum efforts to control the costs and optimize the results in
the years to come.
3. DIVIDEND:
Your Director regrets their inability to recommend Dividend in view of
inadequacy of Profits and carry forward losses, in year under review.
4. DEPOSITS:
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
5. INTERNAL AUDITOR:
The Company has appointed Mr. Bhushan Adhatrao, Chartered Accountants,
Mumbai, as internal auditor of the Company for financial year 2015-16.
6. PARTICULARS OF EMPLOYEES:
Disclosure required under Section 197 of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended up to date is not
applicable since your Company has no such employees.
7. DIRECTORS:
During the year under review Mr. Rameshchandra Khakhar and Mr. Vijay
Rank resigned from the Directorship of the Company with effect from
27.11.2014. The Board places on record their appreciation and gratitude
for their guidance and contribution during their association with the
Company.
Mr. Prabhakar Khakhar who retires by rotation being eligible offers
himself for re- appointment at the ensuing Annual General meeting.
Mr. Prabhakar Khakhar is being designated as Managing Director of the
Company upon the approval of the members of the Company at the ensuing
Annual General Meeting for a term of 5 year w.e.f 01/09/2015 to
31/08/2020.
The Board of Directors appointed Mrs. Bhavnaben Khakhar as Additional
Director at their meeting held on 31st March, 2015. She holds office up
to the date of ensuing Annual General Meeting and is eligible for
appointment as a Director.
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.
8. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 129 (3) of
the Companies Act, 2013 is not applicable.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans, guarantees or investments covered
under the provisions of section 186 of the Companies Act, 2013.
10. NUMBER OF MEETINGS:
The Board has met six times during the financial year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the Directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
12. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to Directors Responsibilities Statement, it is
hereby confirmed:
a) That in the preparation of the annual accounts for the financial
year ended 31st March,
2015 the applicable accounting standards had been followed along with
proper explanation relating to material departures.
b) That the Directors has 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 review.
c) That the Directors had 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, and,
d) The Directors had prepared the accounts for the financial year ended
31st March, 2015 on a going concern basis.
e) 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.
f) 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.
13. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length price basis and were in the
ordinary course of the business. There are no materially significant
related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have
potential conflict with interest of the Company at large. Information
on transactions with related parties pursuant to Section 134(3)(h) of
the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are
given in Annexure B in Form AOC-2 and the same forms part of this
report.
14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not having any manufacturing activity as like a
unit provision of Section 134(3)(m) of the Company Act, 2013, read with
the Company (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 regarding conservation of energy, technology
absorption and foreign exchange earning and outgo is not applicable.
15. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange inflows (earnings) or outgo during the
year. There are no direct exports.
16. RESEARCH & DEVELOPMENT:
No Specific Research & Development activities are being carried on by
the Company. However the Company has quality Control Department to
check/improve the Quality of the products traded.
17. AUDITOR & AUDITORS REPORT:
Pursuant to the provisions of Section 139 and Rules framed thereunder,
M/s Ashvin Thumar & Co. were appointed as Statutory Auditors of the
Company till the conclusion of this Annual General Meeting. They have
expressed their inability to continue as auditors of the Company and
has given their resignation. The Board therefore propose M/s. Koshal &
Associates, Chartered Accountants, who fulfil the criteria for
appointment as auditor as laid down under Section 141 of the Companies
Act, 2013 as Statutory Auditors of the Company from the conclusion of
this Annual General Meeting till the conclusion of the Annual General
Meeting to be held in the year 2020, subject to ratification of their
appointment by the shareholders at every AGM.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company.
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
18. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND
NOMINATION & REMUNERATION COMMITTEE:
Audit and Stakeholder Relationship Committees consist of Mr. Ganesh
Shelar - Chairman, Mr. Manojkumar Ajudia and Mr. Prabhakar Khakhar as
members.
Nomination and Remuneration Committee consist of Mr. Ganesh
Shelar-Chairman, Mr. Manojkumar Ajudia and Mrs. Bhavnaben Khakhar as
members.
A detailed note on the Board and its committees is to provide under the
Corporate Governance Report section in this Annual Report.
19. SECRETARIAL AUDIT REPORT:
As required under section 204 (1) of the Companies Act, 2013 and Rules
made thereunder the Company has appointed M/s. Mandar Palav &
Associates as Secretarial Auditor of the Company for the financial Year
2014-15. The Secretarial Audit Report forms part of the Annual report
as Annexure D to the Board's Report.
20. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure C to the Board Report.
21. STOCK EXCHANGES:
The Company's shares are listed on the following Stock Exchanges:
a) Ahmedabad Stock Exchange Limited.
b) The Bombay Stock Exchange Limited.
c) The Calcutta Stock Exchange Limited.
The Trading in the Equity Shares of the Company was suspended from all
the Stock Exchanges, which has been revoked pursuant to the notice of
SEBI having Reference No. 20141114-14 dated 14th November, 2014. The
shares of the Company are freely traded since that date on Bombay Stock
Exchange. The Company confirms that it has paid the Annual Listing Fees
for the year 2014-15 to ASE, BSE and CSE where the Company's shares are
listed.
Forfeiture of Shares:
The Company has forfeited 5,52,800 Partly Paid Up Equity Shares of Rs.
10/- each due to Non Payment of Allotment/ Call Monies. After receiving
necessary approval from BSE vide its Notice no. 20150521-10 dated 21st
May, 2015.
22. SIGNIFICANT AND MATERIAL ORDERS:
The Company has received notice from SEBI revoking its suspension of
trading on 14th November, 2014. There are no other significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
23. RISK MANAGEMENT POLICY
The Company has formulated and adopted risk assessment and minimization
framework which has been adopted by the Board. The Company has framed a
risk management policy.and testing in accordance with the laid down
policy h is being carried out periodically. The Senior Management has
been having regular Meetings for reassessing the risk environment and
necessary steps are being taken to effectively mitigate the identified
risks. The Board considers risk management to be a key business
discipline designed to balance risk and reward and to protect the Group
against uncertainties that could threaten the achievement of business
objectives.
24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Clause 49 of the Listing Agreement, your Company has taken
adequate steps to ensure that all mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges with which the Company is listed are complied with.
The Corporate Governance & Management Discussion and Analysis Report
which forms an integral part of this Report are set as separate
Annexures together with the Certificate from the Auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
25. OTHER LAWS:
During the year under review, there were no cases filed pursuant to the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
26. PARTICULARS OF THE LOANS, GUARANTEES OR INVESTMENT MADE UNDER
SECTION 186 OF THE COMPANIES ACT. 2013:
The Company has not made any Loan or given any guarantees or Investment
during the financial year under review.
27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
Your Company recognizes the value of transparency and accountability in
its administrative and management practices. The Company promotes the
ethical behavior in all its business activities. The Company has
adopted the Whistle blower Policy and Vigil Mechanism in view to
provide a mechanism for the Directors and employees of the Company to
approach Audit Committee of the Company to report existing/probable
violations of laws, rules, regulations or unethical conduct.
28. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the
Employees for their contribution and thanks to our valued clients,
Bankers and shareholders for their continued support.
By Order of the Board
Registered Office: For Transglobe Foods Limited
701/2, Sai Janak Classic,
7, Near Sudhir Phadke, Flyover, Devidas Lane,
Borivali- West, Mumbai - 400103.
CIN:L15400MH1986PLC255807 Prabhakar Khakhar
Date: 25/08/2015 Chairman
Din: 06491642
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting their 28th Annual Report on
the business and operations together with the Audited Statement of
Accounts of the Company for the year ended 31st March, 2014.
1. FINANCIAL RESULTS:
The Financial results are briefly indicated below: (Amt. in Lacs)
Particulars Year Ended
2013-14 2012-13
Total Income 25.02 24.47
Total Expenditure 25.25 24.04
Profit/Loss before Taxation (12.07) 0.42
Profit/Loss after Taxation (12.07) 0.29
Profit/Loss brought forward (314.09) (314.38)
Transfer from General Reserve - 0.00
Balance carried to Balance (326.03) (314.09)
Sheet
2. REVIEW OF OPERATION:
The Company has incurred losses of Rs. 12,07,118/- during the financial
year. Your Director aspects to achieve better performance in the future
taking maximum efforts to control the costs and optimize the results in
the coming years.
3. DIVIDEND:
Your Director regrets their inability to recommend Dividend in view of
inadequacy of Profits and carry forward losses, in year under review.
4. DEPOSITS:
The Company has not accepted any deposits from the public.
5. PARTICULARS OF EMPLOYEES:
Disclosure required under Section 217(2A) of the Companies Act, 1956
read with the Companies Particulars of Employees Rules as amended up to
date is not applicable since your company has no such employees.
6. DIRECTORS :
Mr. Rameshchandra Khakhar who retire by rotation being eligible offers
themselves for re-appointment at the ensuing Annual General meeting.
The Board recommends appointment of Mr. Vijay Rank, Mr. Ganesh Shelar
and Mr. Manoj Ajudia as Independent Directors not liable to retire by
rotation for 3 consecutive years for a term upto 31stMarch, 2017.
The Company has received requisite notices in writing from members
proposing Shri Mr. Vijay Rank, Mr. Ganesh Shelar and Mr. Manoj Ajudia
for appointment of Independent Directors in terms of the requirement of
Companies Act, 2013.The Company has received declaration from all the
Independent Directors of the Company confirming that they meet with
criteria of Independence as prescribed under sub-section (6) of section
149 of the Companies Act, 2013 and under clause 49 of the Listing
Agreements with the Stock Exchanges.
None of the Directors of your Company is disqualified under Section 162
(2) of the Companies Act, 2013. As required by law, this position is
also reflected in the Auditors'' Report.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 212 of the
Companies Act, 1956 is not applicable.
8. DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibilities Statement, it is
hereby confirmed:
a) that in the preparation of the annual accounts for the financial
year ended 31st March, 2014 the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
b) that the directors has 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 review.
c) that the Directors had 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
the Company and for preventing and detecting fraud and other
irregularities, and,
d) The Directors had prepared the accounts for the financial year ended
31st March, 2014 on a going concern basis.
9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not manufacturing activity as like a unit
provision of Section 217(1)(e) of the company Act, 1956, read with the
Company (Disclosure of particulars in the report of Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption and
foreign exchange earning and outgo is not applicable.
10. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange inflows (earnings) or outgo during the
year. There are no direct exports.
11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:
No Specific Research & Development activities are being carried on by
the Company. However the company has quality control Department to
check/improve the Quality of the products traded.
12. AUDITORS & AUDITORS REPORT
The Board recommends M/s. Ashvin Thumar & CO. Chartered Accountants, as
statutory auditors of the Company for the year 2014 -15, who have also
confirmed their appointment shall be within the limits prescribed under
Section 141 of the Companies Act, 2013, if appointed.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company.
Since notes to account are self explanatory, no further explanation is
given by the Board as such.
13. COMPLIANCE CERTIFICATE:
The Company has obtained compliance certificate pursuant to provisions
of Section 383A of the Companies Act, 1956 from and is annexed hereto
and forming part of the report.
14. AUDIT COMMITTEE:
Audit Committee is consisting of Mr. Vijay Rank  Chairman, Mr. Ganesh
Shelar and Mr. Prabhakar Khakhar as members of the Audit Committee.
15. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:
Shareholders and Investor Grievance Committee is consisting of Mr.
Ganesh Shelar  Chairman, Mr. Prabhkar Khakhar and Mr. Manoj Ajudia as
Members of the Shareholders and Investors Grievance Committee.
16. STOCK EXCHANGES:
The Company''s shares are listed on the following Stock Exchanges:
a) Bombay Stock Exchange Limited. b)Calcutta Stock Exchange Limited.
The Trading in the shares of the Company are presently suspended from
all the Stock Exchanges. However the Board of directors are making
efforts for revocation of suspension of trading in equity shares of the
Company. The Shares of the Company are listed on Ahmedabad Stock
Exchange Limited, but it is in the process of de-recognizing itself.
17. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, your Company has taken
adequate steps to ensure that all mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges with which the Company is listed are complied with.
The Corporate Governance Report forms an integral part of this Report
and is set out as separately in this Report. The Certificate of the
Auditors of the Company certifying compliance with the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with Stock Exchanges is annexed with the Report on Corporate
Governance.
18. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
Your Company recognizes the value of transparency and accountability in
its administrative and management practices. The Company promotes the
ethical behavior in all its business activities. The Company has
adopted the Whistle blower Policy and Vigil Mechanism in view to
provide a mechanism for the directors and employees of the Company to
approach Audit Committee of the Company to report existing/probable
violations of laws, rules, regulations or unethical conduct.
19. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the
Employees for their contribution and thanks to our valued clients,
Bankers and shareholders for their continued support.
By Order of the Board
Place: Mumbai For Transglobe Foods Limited
Date: 14.08.2014
Prabhakar Khakhar Rameshchandra A. Khakhar
Din: 06491642 Din: 02780920
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting their 27th Annual Report on
the business and operations together with the Audited Statement of
Accounts of the Company for the year ended 31st March, 2013.
1. FINANCIAL RESULTS:
The Financial result are briefly indicated below:
(Amount in Lacs)
PARTIULARS YEAR ENDED
2012-13 2011-12
Total Income 24.46 0.00
Total Expenditure 24.04 0.13
Profit/Loss before Taxation 0.42 (0.13)
Profit/Loss after Taxation 0.29 0.00
Profit/Loss brought forward (314.38) (314.25)
Transfer from General Reserve 0.00 0.00
Balance carried to Balance Sheet (314.08) (314.38)
2. REVIEW OF OPERATION:
The Company has made profit of Rs. 29,149/- during the financial year.
Your Director expect to achieve better performance in the future taking
maximum efforts to control the costs and optimize the results in the
coming years.
3. DIVIDEND:
Your Director regrets their inability to recommend Dividend in view of
inadequacy of Profits and carry forward losses, in year under review.
4. DEPOSITS:
The Company has not accepted any deposits from the public.
5. PARTICULARS OF EMPLOYEES :
Disclosure required under Section 217(2A) of the Companies Act, 1956
read with the Companies Particulars of Employees Rules as amended up to
date is not applicable since your company has no such employees.
6. DIRECTORS :
Mr. Prabhakar Khakhar, Director of the Company who retires by rotation
and being eligible offers themselves for re-appointment as Director of
the Company. The Board of Directors recommended their reappointment,
except the above there is no change in the composition of Board of
Directors during the year.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 212 of the
Companies Act, 1956 is not applicable.
8. DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibilities Statement, it is
hereby confirmed:
a) that in the preparation of the annual accounts for the financial
year ended 31st March, 2013 the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
b) that the directors has 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 review.
c) that the Directors had 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
the Company and for preventing and detecting fraud and other
irregularities, and,
d) The Directors had prepared the accounts for the financial year ended
31st March, 2013 on a going concern basis.
9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not manufacturing activity as like a unit
provision of Section 217(1)(e) of the company Act, 1956, read with the
Company (Disclosure of particulars in the report of Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption and
foreign exchange earning and outgo is not applicable.
10. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange inflows (earnings) or outgo during the
year. There are no direct exports.
11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:
No Specific Research & Development activities are being carried on by
the Company. However the company ahs quality control Department to
check/improve the Quality of the products manufactured. The
manufacturing process and technology does not involve any imported
technology.
12. AUDITORS:
The Board recommends M/s. M/s. Ashvin Thumar & Co. Chartered
Accountants., as Statutory Auditors of the Company for the year 2013
-14, who have also confirmed their appointment shall be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956, if
appointed.
In view of the resignation of our present auditor M/s. Bakul V. Ganatra
& Co., who has shown his inability to continue as Auditor of the
Company due to their preoccupations.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company.
13. AUDITOR''S REPORT:
Since notes to account are self explanatory, no further explanation is
given by the Board as such.
14. COMPLIANCE CERTIFICATE:
The Company has obtained compliance certificate pursuant to provisions
of Section 383A of the Companies Act, 1956 from and is annexed hereto
and forming part of the report.
15. AUDIT COMMITTEE:
Audit Committee is consisting of Mr. Vijay Rank  Chairman, Mr. Ganesh
Shelar and Mr. Prabhakar Khakhar as members of the Audit Committee.
16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:
Shareholders and Investor Grievance Committee is consisting of Mr.
Ganesh Shelar  Chairman, Mr. Prabhkar Khakhar and Mr. Manoj Ajudia as
Members of the Shareholders and Investors Grievance Committee.
17. STOCK EXCHANGES:
The Company''s shares are listed on the following Stock Exchanges:
a) Bombay Stock Exchange Limited.
b) Ahmedabad Stock Exchange Limited.
c) Calcutta Stock Exchange Limited.
The Trading in the shares of the Company are presently suspended from
all the Stock Exchanges. However the Board of directors are making
efforts for revocation of suspension of trading in the equity shares of
the company.
18. CORPORATE GOVERNANCE:
The Corporate Governance Report forms an integral part of this Report
and is set out as separately in this Report. The Certificate of the
Auditors of the Company certifying compliance with the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with Stock Exchanges is annexed with the Report on Corporate
Governance.
19. HUMAN RESOURCES:
Progressive policies to encourage excellence both in individual and
team spirit are in place.
20. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the
Employees for their contribution and thanks to our valued clients,
Bankers and shareholders for their continued support.
For and on Behalf of Board of Directors
Sd/- Sd/-
Place: RAJKOT Ramesh A. Khakhar Prabhakar Khakhar
Date: 09/08/2013 Director Director
Mar 31, 2012
Dear Shareholders,
The Directors have pleasure in presenting their 26th Annual Report on
the business and operations together st with the Audited Statement of
Accounts of the Company for the year ended 31 March, 2012.
1. FINANCIAL RESULTS:
The Financial result are briefly indicated below:
(Amt in Rs.)
PARTIULARS YEAR ENDED
2011-12 2010-11
Total Income 0.00 0.00
Total Expenditure 0.13 0.11
Profit/Loss before Taxation (0.13) (0.11)
Profit/Loss brought forward (314.25) (314.14)
Profit/Loss after Taxation (314.39) (314.25)
Transfer from General Reserve 0.00 0.00
Balance carried to Balance Sheet (314.39) (314.25)
2. REVIEW OF OPERATION:
The Company has incurred Loss of Rs. (13402/-) during the financial
year. Your Director aspects to achieve better performance in the future
taking maximum efforts to control the costs and optimize the results in
the coming years.
3. DIVIDEND:
Your Director regret their inability to recommend Dividend in view of
inadequacy of Profits and carry forward losses, in year under review.
4. DEPOSITS:
The Company has not accepted any deposits from the public.
5. PARTICULARS OF EMPLOYEES :
Disclosure required under Section 217(2A) of the Companies Act, 1956
read with the Companies Particulars of Employees Rules as amended up to
date is not applicable since your company has no such employees.
6. DIRECTORS :
Mr. Ramesh Khakhar and Vijay Rank, Directors of the Company who retires
by rotation and being eligible offers themselves for re-appointment as
Directors of the Company. The Board of Directors recommended their
reappointment, except the above there is no change in Board of
Directors during the year.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 212 of the
Companies Act, 1956 is not applicable.
8. DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibilities Statement, it is
hereby confirmed:
a) that in the preparation of the annual accounts for the financial
year ended 31st March, 2012 the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
b) that the directors has 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 review.
c) that the Directors had 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
the Company and for preventing and detecting fraud and other
irregularities, and,
d) The Directors had prepared the accounts for the financial year ended
31st March, 2012 on a going concern basis.
9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not manufacturing activity as like a unit
provision of Section 217(1)(e) of the company Act, 1956, read with the
Company (Disclosure of particulars in the report of Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption and
foreign exchange earning and outgo is not applicable.
10. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange inflows (earnings) or outgo during the
year. There are no direct exports.
11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:
No Specific Research & Development activities are being carried on by
the Company. However the company ahs quality control Department to
check/improve the Quality of the products manufactured. The
manufacturing process and technology does not involve any imported
technology.
12. AUDITORS:
The Board recommends M/s. Bakul V. Ganatra & CO. Chartered Accountants,
as statutory auditors of the Company for the year 2012 -13, who have
also confirmed their appointment shall be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956, if appointed.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company.
13. AUDITOR''S REPORT:
Since notes to account are self explanatory, no further explanation is
given by the Board as such.
14. COMPLIANCE CERTIFICATE:
The Company has obtained compliance certificate pursuant to provisions
of Section 383A of the Companies Act, 1956 from the practising company
secretary and is annexed hereto and forming part of this report.
15. AUDIT COMMITTEE:
Audit Committee is consisting of Mr. Vijay Rank  Chairman, Ganesh
Shelar and Prabhakar Khakhar as members of the Audit Committee.
16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:
Shareholders and Investor Grievance Committee is consisting of Shri
Ganesh Shelar  Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia
as Members of the Shareholders and Investors Grievance Committee.
17. STOCK EXCHANGES:
The Company''s shares are listed on the following Stock Exchanges:
a) Bombay Stock Exchange Limited.
b) Ahmedabad Stock Exchange Limited.
c) Calcutta Stock Exchange Limited.
The Trading in the shares of the Company are presently suspended from
all the Stock Exchanges. However the Board of Directors are making
efforts for revocation of suspension of trading in equity shares of the
Company.
18. CORPORATE GOVERNANCE:
The Corporate Governance Report forms an integral part of this Report
and is set out as separately in this Report. The Certificate of the
Auditors of the Company certifying compliance with the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with Stock Exchanges is annexed with the Report on Corporate
Governance.
19. HUMAN RESOURCES:
Progressive policies to encourage excellence both in individual and
team spirit are in place.
20. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the
Employees for their contribution and thanks to our valued clients,
Bankers and shareholders for their continued support.
By Order of the Board of Directors
For Transglobe Foods Limited
Place: RAJKOT Sd/- Sd/-
Date: 20/08/2012 Director Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting their 25th Annual Report on
the business and operations together st with the Audited Statement of
Accounts of the Company for the year ended 31 March, 2011.
1. FINANCIAL RESULTS:
The Financial result are briefly indicated below:
(Amt in Rs.)
PARTIULARS YEAR ENDED
2010-11 2009-10
Total Income 0.00 0.00
Total Expenditure 0.11 0.11
Profit/Loss before Taxation (0.11) (0.11)
Profit/Loss brought forward (314.14) (314.03)
Profit/Loss after Taxation (314.25) (314.14)
Transfer from General Reserve 0.00 0.00
Balance carried to
Balance Sheet (314.25) (314.14)
2. REVIEW OF OPERATION:
The Company has incurred Loss of Rs. (10977/-) during the financial
year. Your Director aspects to achieve better performance in the future
taking maximum efforts to control the costs and optimize the results in
the coming years.
3. DIVIDEND:
Your Director regret their inability to recommend Dividend in view of
inadequacy of Profits and carry forward losses, in year under review.
4. DEPOSITS: The Company has not accepted any deposits from the
public.
5. PARTICULARS OF EMPLOYEES :
Disclosure required under Section 217(2A) of the Companies Act, 1956
read with the Companies Particulars of Employees Rules as amended up to
date is not applicable since your company has no such employees.
6. DIRECTORS :
Mr. Dilip Khakhar and Ganesh Shelar, Directors of the Company who
retires by rotation and being eligible offers themselves for
re-appointment as Directors of the Company. The Board of Directors
recommended their reappointment.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 212 of the
Companies Act, 1956 is not applicable.
8. DIRECTORÂS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibilities Statement, it is
hereby confirmed:
a) that in the preparation of the annual accounts for the financial
year ended 31st March, 2011 the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
b) that the directors has 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 review.
c) that the Directors had 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
the Company and for preventing and detecting fraud and other
irregularities, and,
d) The Directors had prepared the accounts for the financial year ended
31st March, 2011 on a going concern basis.
9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not manufacturing activity as like a unit
provision of Section 217(1)(e) of the company Act, 1956, read with the
Company (Disclosure of particulars in the report of Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption and
foreign exchange earning and outgo is not applicable.
10. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign exchange
inflows (earnings) or outgo during the year. There are no direct
exports.
11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:
No Specific Research & Development activities are being carried on by
the Company. However the company ahs quality control Department to
check/improve the Quality of the products manufactured. The
manufacturing process and technology does not involve any imported
technology.
12. AUDITORS:
The Board recommends M/s. Bakul V. Ganatra & Co. Chartered Accountants,
as statutory auditors of the Company for the year 2011 -12, who have
also confirmed their appointment shall be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956, if appointed.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company.
13. AUDITOR''S REPORT:
Since notes to account are self explanatory, no further explanation is
given by the Board as such.
14. COMPLIANCE CERTIFICATE:
The Company has obtained compliance certificate pursuant to provisions
of Section 383A of the Companies Act, 1956 from the practising company
secretaryand is annexed hereto and forming part of this report.
15. AUDIT COMMITTEE:
Audit Committee is consisting of Mr. Vijay Rank  Chairman, Ganesh
Shelar and Prabhakar Khakhar as members of the Audit Committee.
16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:
Shareholders and Investor Grievance Committee is consisting of Shri
Ganesh Shelar  Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia
as Members of the Shareholders and Investors Grievance Committee.
17. STOCK EXCHANGES:
The Company''s shares are listed on the following Stock Exchanges:
a) Bombay Stock Exchange Limited.
b) Ahmedabad Stock Exchange Limited.
c) Calcutta Stock Exchange Limited.
The Trading in the shares of the Company are presently suspended from
all the Stock Exchanges. However the Board of Directors are making
efforts for revocation of suspension of trading in equity shares of the
Company.
18. CORPORATE GOVERNANCE:
The Corporate Governance Report forms an integral part of this Report
and is set out as separately in this Report. The Certificate of the
Auditors of the Company certifying compliance with the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with Stock Exchanges is annexed with the Report on Corporate
Governance.
19. HUMAN RESOURCES:
Progressive policies to encourage excellence both in individual and
team spirit are in place.
20. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the
Employees for their contribution and thanks to our valued clients,
Bankers and shareholders for their continued support.
By Order of the Board of Directors
For Transglobe Foods Limited
Place: RAJKOT Sd/- Sd/-
Date: 24/08/2011 Director Director
Mar 31, 2010
Dear Shareholders,
The Directors have pleasure in presenting their 24th Annual Report on
the business and operations together st with the Audited Statement of
Accounts of the Company for the year ended 31 March, 2010.
1. FINANCIAL RESULTS:
The Financial result are briefly indicated below:
(Amt in Rs.)
PARTIULARS YEAR ENDED
2009-10 2008-09
Total Income 0.00 0.00
Total Expenditure 0.11 0.11
Profit/Loss before Taxation (0.11) (0.11)
Profit/Loss brought forward (314.03) (313.91)
Profit/Loss after Taxation (314.14) (314.03)
Transfer from General Reserve 0.00 0.00
Balance carried to Balance Sheet (314.14) (314.03)
2. REVIEW OF OPERATION:
The Company has incurred Loss of Rs. (11120/-) during the financial
year. Your Director aspects to achieve better performance in the future
taking maximum efforts to control the costs and optimize the results in
the coming years.
3. DIVIDEND:
Your Director regret their inability to recommend Dividend in view of
inadequacy of Profits and carry forward losses, in year under review.
4. DEPOSITS:
The Company has not accepted any deposits from the public.
5. PARTICULARS OF EMPLOYEES :
Disclosure required under Section 217(2A) of the Companies Act, 1956
read with the Companies Particulars of Employees Rules as amended up to
date is not applicable since your company has no such employees.
6. DIRECTORS :
Mr. Ramesh Khakhar and Prabhakar Khakhar , Directors of the Company who
retires by rotation and being eligible offers themselves for
re-appointment as Directors of the Company. The Board of Directors
recommended their reappointment. Mr. Jagdish khakhar resigned from the
post of Directorship.The Board appreciates him for the valuable
guidance provided by him during his tenure associated with the Company
Mr. Ganesh Shelar, Mr. Vijay Rank and Mr. Mr. Manoj Ajudia were
appointed as Additional Directors of the Company eligible to be
reappointed as directors of the Company.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 212 of the
Companies Act, 1956 is not applicable.
8. DIRECTORÂS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibilities Statement, it is
hereby confirmed:
a) that in the preparation of the annual accounts for the financial
year ended 31st March, 2010 the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
b) that the directors has 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 review.
c) that the Directors had 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
the Company and for preventing and detecting fraud and other
irregularities, and,
d) The Directors had prepared the accounts for the financial year ended
31st March, 2010 on a going concern basis.
9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not manufacturing activity as like a unit
provision of Section 217(1)(e) of the company Act, 1956, read with the
Company (Disclosure of particulars in the report of Board of Directors)
Rules, 1988 regarding conservation of energy, technology absorption and
foreign exchange earning and outgo is not applicable.
10. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange inflows (earnings) or outgo during the
year. There are no direct exports.
11. RESEARCH & DEVELOPMENT:
No Specific Research & Development activities are being carried on by
the Company. However the company has quality control Department to
check/improve the Quality of the products manufactured. The
manufacturing process and technology does not involve any imported
technology.
12. AUDITORS:
The Board recommends M/s. Bakul V. Ganatra & CO. Chartered Accountants,
as statutory auditors of the Company for the year 2010 -11, who have
also confirmed their appointment shall be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956, if appointed.
Necessary Resolutions for their appointment has been proposed for the
consideration of the Members of the Company.
13. AUDITOR''S REPORT: Since notes to account are self explanatory, no
further explanation is given by the Board as such.
14. COMPLIANCE CERTIFICATE:
The Company has obtained compliance certificate pursuant to provisions
of Section 383A of the Companies Act, 1956 from the practising company
secretary and is annexed hereto and forming part of this report.
15. AUDIT COMMITTEE:
Audit Committee is consisting of Shri Vijay Rank- Chairman, Shri
Prabhkar Khakhar and Shri Ganesh Shelar as Members of the Audit
Committee.
16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:
Shareholders and Investor Grievance Committee is consisting of Shri
Ganesh Shelar  Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia
as Members of the Shareholders and Investors Grievance Committee.
17. STOCK EXCHANGES: The Company''s shares are listed on the following
Stock Exchanges:
a) Bombay Stock Exchange Limited.
b) Ahmedabad Stock Exchange Limited.
c) Calcutta Stock Exchange Limited.
The Trading in the shares of the Company are presently suspended from
all the Stock Exchanges. However the Board of Directors are making
efforts for revocation of suspension of trading in equity shares of the
Company.
18. CORPORATE GOVERNANCE:
The Corporate Governance Report forms an integral part of this Report
and is set out as separately in this Report. The Certificate of the
Auditors of the Company certifying compliance with the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with Stock Exchanges is annexed with the Report on Corporate
Governance.
19. HUMAN RESOURCES: Progressive policies to encourage excellence both
in individual and team spirit are in place.
20. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the
Employees for their contribution and thanks to our valued clients,
Bankers and shareholders for their continued support.
By Order of the Board of Directors
For Transglobe Foods Limited
Place: RAJKOT Sd/- Sd/-
Date: 21/08/2010 Director Director