You are here » Home » Companies » Company Overview » Svaraj Trading & Agencies Ltd

Svaraj Trading & Agencies Ltd.

BSE: 503624 Sector: Others
NSE: N.A. ISIN Code: INE406N01014
BSE LIVE 11:36 | 03 Mar Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 208.00
PREVIOUS CLOSE 204.00
VOLUME 200
52-Week high 209.80
52-Week low 185.00
P/E 236.36
Mkt Cap.(Rs cr) 307
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 208.00
CLOSE 204.00
VOLUME 200
52-Week high 209.80
52-Week low 185.00
P/E 236.36
Mkt Cap.(Rs cr) 307
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Svaraj Trading & Agencies Ltd. (SVARAJTRADING) - Director Report

Company director report

AND MANAGEMENT DISCUSSION & ANALYSIS

Dear Members

SVARAJ TRADING AND AGENCIES LIMITED

The Directors are pleased to present the 36thAnnual Report together with theAudited Financial Statements for the financial year ended March 31 2016. The ManagementDiscussion 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 March 2016 Year ended 31st March 2015
Total Revenue 73772830 98448012
Profit/(Loss) before taxation 10728189 21094485
Less: Tax Expense 3547061 4818832
Profit/(Loss) after tax 7181128 16275653

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2016 your Company reported a negativegrowth in revenue from operation over the previous year. The revenue from operations stoodat Rs. 7.38 crores as compared with Rs. 9.84 crores in the previous year. The profitbefore tax stood at Rs. 1.07 crores as against profit of Rs. 2.11 crores in the previousyear. The net profit for the year stood at Rs. 0.72 crores against profit of Rs. 1.63crores reported in the previous year.

At present your Company is doing its existing line business to the optimum use of itsresources and is taking the effort to improve its Earning per Share (EPS) and managementhas no plan of venturing into any new business.

3. CORPORATE OVERVIEW

During the year the company is in the business of general trading. There is no changein 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 7.9% in FY 16 comparedto 7.4% in FY 15 mostly driven by improved economic fundamentals and revision of GDPmethodology calculation. Even inflation showed signs of moderation a welcome sign -wholesale price and consumer price inflation declined. Reduced inflation falling crudeoil prices stable Rupee improved purchasing power and consumer spending higher capitalinflows supported by the government policy reforms have already put India on anaccelerating growth track an improved the business outlook.

Reforms like e-auctions of coalmines and telecom FDI hike in insurance speedierregulatory approvals etc. will be critical growth enablers to de-bottleneck stalledprojects improve the investment outlook and the ease of doing business in the country.Reforms currently underway such as GST implementation Amendment on Land Acquisition BillLabour Reforms etc.are expected to provide the requisite thrust for growth in themedium-term.

Opportunities and Challenges

Being a major employer in India coupled with strong industry linkages with the ruraleconomy augurs trading activities as oneof the most significant sectors with anincremental growth potential.Rural economy has seen a spurt in income levels the last fewyears and this is the right time to promote trade and investment. Being one of the keyfocus sectors under theGovernment's ''Make in India'' campaign is a testimony to the hugegrowthpotential the trading and investment activities. Globally favourable trade policyreforms would also allow the trade and investment to expand its trade partnersimprove itsexport competitiveness and contribute substantially to thenation's income.

However the trading and investment are constrained with many challenges includingrising costs (wages inventory and interest costs)intensified competition from other lowcostcountries and political risk to implement the reforms like GST etc. Such issues needto be addressed to result in unlocking maximum growth potential.

5. DIVIDEND AND RESERVES

In order to retain the surplus of the Company for its future growth and operation yourDirectors do not recommend any dividend for the financial year ended on March 31 2016.

6. SHARE CAPITAL

The paid up equity share capital as at March 31 2016 stood at Rs. 147500000 (RupeesFourteencrores Seventy five lacs). There is no change in the share capital of the companyduring the financial year.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2016 the Company has no subsidiary or associates company or jointventures company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of theprovision of Section 129(3) of the Companies Act 2013 and Rules made there-under duringthe financial year.

9. CORPORATE GOVERNANCE

A Report on Corporate Governanceas required in terms of the provisions of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 togetherwiththe Auditor's Certificate thereon is annexed herewith.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed herewith as Annexure - A and formsan integral part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act 2013 and ofArticles of Association of the Company Mr. Shankar Das Vairagi Directors of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment.

• Mr. Varun Kumar Choubisaadditional Director (Independent Non-Executive) of theCompany holds office upto the date of this Annual General Meeting is eligible recommendedfor appointment as Independent Director of the Company for a period of five years.

• Mr. Yashawant Kumar Choubisaadditional Director (Independent Non-Executive) ofthe Company holds office upto the date of this Annual General Meeting is eligiblerecommended for appointment as Independent Director of the Company for aperiod of fiveyears.

• Mr. Praveen Gelra Ceased to be Chief Executive officer of the Company witheffect from 30.01.2016

• Mr. Rajesh JivanlalPurohit is appointed as Chief Financial Officer of theCompany with effect from 12.02.2016.

• Ms. Vaibhavi Shah is appointed as a Company Secretary of the Company with effectfrom 28.03.2016.

• All Independent Directors had furnished to the Company a declaration underSection 149(7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

12. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

The process followed by the Company for induction and training to Board members hasbeen 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 Section186 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. TheWhistle 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 toremuneration 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.svaraitrading.com).

16. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are givenhere-in-below in form AOC-2 in terms of the provision of section 188(1) including certainarm'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 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

B. Details of contract or arrangement or transactions at arms' 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

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact 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 explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:

i. that in the preparation of the Annual Accounts for the year endedMarch 31 2016 theapplicable accounting standards have been followedalong with proper explanation relatingto material departures if any;

ii. and applied them consistently and made judgments and estimatesthat are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as atMarch 31 2016 and of theprofit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for themaintenance ofadequate accounting records in accordance with theprovisions of the Companies Act 2013for safeguarding the assets ofthe Company and for preventing and detecting fraud andotherirregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to befollowed by theCompany and that such internal financial controls areadequate and were operatingeffectively; and

vi. That the Directors had devised proper systems to ensure compliancewith theprovisions of all applicable laws and that such systems wereadequate and operatingeffectively.

19. STATUTORY AUDIT

M/s S. G. Kabra& Co. Chartered Accountants (Firm Registration No: 104507W) whoare the Statutory Auditors of the Company hold office up to the forthcoming Annual GeneralMeeting and are recommended for re- appointment to carry out the audit the accounts of theCompany for the financial year 2016-17. As required under the provisions of Section 139 ofthe Companies Act 2013 the Company has obtained written confirmation fromM/s.S.G.Kabra& Co. that their reappointment if made would be in conformity with thelimits specified in the said Section.

20. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s R M Mimani& Associates LLP CompanySecretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Reportis annexed herewith as Annexure - B and forms an integral part of this report.

22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure.

During the financial year such controls were tested and no reportable materialweakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.

23. RISK MANAGEMENT

During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks.The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its various financial risks within theframework laid down. Given the interest rate fluctuations the Company has adopted aprudentand 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 managesthese risks through forward booking inventory managementand proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes andregulations. TheCompany is mitigating these risks through regular review of legal compliances carriedoutthrough internal as well as external compliance audits.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during theyear under review.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (PreventionProhibition&Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal 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 foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year under review.

• The information required under Section 197 of the Companies Act 2013 read withrule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to the Company during the financial year under review.

• The Company has not accepted any deposits within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

• The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your Company for the financial year under review.

• Disclosure as required under para F of Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company duringthe financial year.

27. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

28. APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the successof your Company. Your Directors wish to place on record their appreciation forthecontribution made by the employees at all levels. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand 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 10 2016