Your Director's have pleasure in presenting their Twenty-Second Annual Report andAudited Annual Accounts of the Company for the year ended on 31st March 2017.
| ||(figures in Rs. Lacs) |
| ||For the year ||Previous Year |
| ||2016-2017 ||2015-2016 |
|Total Income ||6489.23 ||5925.62 |
|Profit / (Loss) before Depreciation & Tax ||177.84 ||(111.06) |
|Less: Depreciation ||8.77 ||6.40 |
|Profit / (Loss) before tax ||169.07 ||(117.46) |
|Tax Expenses / (Savings) ||44.88 ||(0.88) |
|Profit / (Loss) after tax ||124.19 ||(116.58) |
REVIEW OF OPERATIONS
The Company has recorded income from operations of Rs. 6489.23 lacs in current year ascompared to Rs. 5925.62 lacs achieved during the corresponding period representing a riseof 9.51% over the previous year. After offsetting the expenses the Company has achievedNet Profit (after tax) of Rs. 124.19 lacs during the year as against Loss after tax ofRs.116.58 lacs incurred in the previous year.
During the year under review your company undertook various steps in pursuit ofstrategies for achieving higher growth. Towards the end of the year the company bagged anexport order worth Rs. 930 Lakhs for supply of Iron Ore which was successfully executed.Also your company concentrated on products offering distinctly better margins theresults of which ensured that the bottom line was positive.
In order to meet the gap in working capital requirements your company issued sharesand warrants on preferential basis to the promoters pursuant to which 522500 Equityshares of Rs. 10/- each and 1452500 warrants of Rs. 10/- each were issued respectively.The paid up equity share capital of the company was increased by Rs.5225000 lakhs andconsequently the paid up equity share capital of the company stands at Rs. 55325000lakhs.
The directors are confident that the company will be able to achieve higher sales andprofitability in the times to come as various plans for expansion which are at present inmolten stage are converted into concrete action points.
In order to conserve resources for future growth your Directors do not recommend anydividend for the year.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure I".
There were no change in the directors or Key Managerial personnel during the year. AllIndependent Directors have given declarations that they meet the criteria of independenceas laid down under section 149(6) of the Act and the Listing Regulations. Based onDisclosures provided by Directors none of them are disqualified from being appointed asDirectors under section 164 of the companies Act 2013.
Mrs. Swati Bakul Shah retires by rotation and being eligible offers herself forreappointment. The directors recommend her re-appointment.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit and Nomination & Remuneration Committees. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.
Nomination & Remuneration Policy
The Board has constituted a Nomination and Remuneration Committee and has framed policyfor selection and appointment of Directors Senior Management and there remuneration. TheNomination & remuneration Policy is stated in the Corporate Governance Report.
During the year Nine Board Meetings were convened and held i.e.19.04.2016 21.05.201630.05.2016 28.06.2016 12.08.2016 24.08.2016 15.11.2016 10.01.2017 and 13.02.2017. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(5) of the Companies Act 1956 the Directorswould like to state that:
1. In preparation of the Annual Accounts the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures
2. They had selected such accounting standards policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period.
3. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the relevant acts for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
4. That the accounts are prepared on a going concern basis.
5. They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
6. They had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
PARTICULARS OF EMPLOYEES
During the year under review there was no employee employed who was in receipt ofremuneration in excess of the limits prescribed under section 197 read with Schedule V ofthe Companies Act 2013.
Since there were 2 employee during the year under review the particulars required tobe disclosed under Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be meaningfully given. The remuneration paid to the KeyManagerial Personnel and the Whole Time Director is disclosed in the Corporate GovernanceReport annexed herewith.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.
Your Company has not carried out any manufacturing activities during the year. Hence noseparate details of the energy consumption and conservation is provided in the report.However the company has taken all possible steps for conservation of the energy in thecompany.
The company has not adopted any foreign technology during the year.
The details of the foreign exchange is provided in the notes to the accounts formingpart of the Balance sheet.
M/s P. P. Jayaraman& Co. Chartered Accountants statutory auditors of the Companyhold office until the conclusion of this Annual General Meeting. Pursuant to the mandatoryprovisions relating to rotation of Statutory Auditors the retiring auditors are notoffering themselves for re-appointment.
The proposal have been received for the appointment of M/s. M.A Chavan and Co.Chartered Accountants as the statutory auditor of the Company for a period of 5 years.They have confirmed that they are eligible to be appointed as Statutory Auditor.
The observations made by the auditors in their report are self explanatory when readwith the notes to accounts and need no further elaboration.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mrs. Shailashri Bhaskar Practising Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure II"
OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT
The secretarial audit report obtained by the Company does not contain any adverseobservations regarding required compliances under the Companies Act 2013 and the ListingRegulations 2015.
The company has not accepted and/or renewed deposits from public during the year withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made by the company are given in the notes to thefinancial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size and the natureof its business with regard to purchase of inventory and fixed assets and the sale ofgoods and services. The scope and authority of the Internal Audit function is defined inthe Internal Audit Manual. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies.
In order to further strengthen the operations of the company and also to address therequirements of internal controls the company has installed integrated ERP system. Thesystem has been fully implemented.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were at prevailing market price. There are no materiallysignificant related party transactions made by the company with Directors Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.
Details of Related Party Transactions are annexed vide Form No. AOC 2
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any.
A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the Codes of conduct or policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
RISK MANAGEMENT POLICY
Pursuant to section 134(3) (n) of the Companies Act 2013 the company has adopted aRisk Management Policy. The details of the policy and its terms of reference are set outin the corporate governance report forming part of the Board's report.
At present the company has not identified any element of risk which may threaten theexistence of the company.
CORPORATE COMPLIANCE POLICY
Pursuant to section 134(5)(f) of the Companies Act 2013 the Company has constitutedCorporate Compliance Policy to ensure compliance with the provisions of all applicablelaws and to report that such systems were adequate and operating effectively.
ANTI SEXUAL HARRASMENT POLICY
The Company has in place an Anti Sexual harassment Policy in line with the requirementsof The Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. However the Company does not have more than ten employees and as such has notconstituted Internal Complaints Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V of SEBI (Listing Obligations and Disclosure Requirements)2015 the Management Discussion and Analysis Report which form an integral part of thisReport is set out as a separate Annexure.
The requirement to report on Corporate Governance is applicable to Companies havingpaid up capital of Rs. 10 crores. Since the paid up capital of the company is only Rs.55325000 there is no requirement to report on Corporate Governance as per Reg. 15(2) ofSEBI (Listing Obligations and Disclosure Requirements) 2015.
However Corporate Governance Report is attached as a separate annexure dealing withvarious governance aspects which are emanating from the provisions of the Companies Act2013.
Your Directors take the opportunity to thank all staff members for their Co-operationand contribution to the Company's operation during the year. Your Directors also wish toplace on record their appreciation for the support and co-operation by the Banks BusinessAssociates and Financial Institutions during the period under review.
| ||By order of the Board |
| ||For Shree Surgovind Tradelink Limited |
| ||Chairman |
|Place: Mumbai || |
|Dated: 7th June 2017 || |
|Registered Office: || |
|Office No.501 Neel Kamal Complex Nr. Havmore Ice Cream Parlour Navrangpura Ahmedabad-380009 || |