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Svarnim Trade Udyog Ltd.

BSE: 539911 Sector: Others
NSE: N.A. ISIN Code: INE730R01034
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Svarnim Trade Udyog Ltd. (SVARNIMTRDUD) - Director Report

Company director report

To The Shareholders

Your Directors have pleasure in presenting the 35thAnnual Report along with the AuditedFinancial statements of the Company for the financial year ended 31st March 2017.

1. Financial Results:

Particulars For the Year ended on March 31 2017 For the Year ended on March 312016
Total Income 88478892.00 191276347.00
Total Expenditure 88215165.00 190946111.00
Profit/(Loss) before taxation 263727.00 330236.00
Provision for Tax 87821.30 109304.80
Profit/(Loss) after Taxation 175905.07 220931.20
Balance b/f from Previous Year 220931.80 154632.00
Balance carried forward to Balance 175905.07 220931.80
Sheet

2. Working results:

The total revenue of the company during the year has decreased from Rs.191276347/-(Rupees Nineteen Crore Twelve Lacs Seventy Six Thousand Three Hundred Fourty Seven Only)to Rs.88478892/- Eight Crore Eighty Four Lacs Seventy Eight Thousand Eight HundredNinety Two only. The profit after tax has also decreased manifold from Rs. 220931.20(Rupees Two Lacs Twenty Thousand Nine Hundred Thirty One) to 175905.07. Your directorshope for better and increasing results in the upcoming years.

3. Dividend:

Your Directors do not recommend any dividend for the equity shareholders for thefinancial year 2016-17.

4. Deposits:

The company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the yearunder review.

5. Share capital:

The paid-up share capital of the Company was Rs. 24315000/- (Rupees Two Crores FortyThree Lacs Fifteen Thousand only) during the year divided in to 24315000 Equity Sharesof Rs. 1/- each.

6. Directors and Key Managerial Personnel:

As per the provisions of Section 149 and 152 of the Companies Act the shareholders attheir Annual General Meeting held on 30th September 2016 had approved the re-appointmentof all existing Independent Directors of the Company for tenure of up to five consecutiveyears.

In accordance with section 149(7) of the Companies Act 2013 each Independent Directorhas confirmed to the Company that he or she meets the criteria of independence laid downin Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Further in accordance with provisions of Section 152 of the Companies Act 2013 theshareholders had also approved the variation in the terms of appointment of Mr. DharmendraSingh Director making him liable to retire by rotation and change his designation asChief Financial Officer of the company.

7. Board Meetings:

During the year under review 6 (Six) meetings were held. The dates of meetings are May30 2016 July 04 2016 August 13 2016 August 25 2016 November 11 2016 and February10 2017. Attendance of Director at the meeting is under:

Name of the Director No. of Board Meeting attended
1. Mr. Devendra Thard* 3 of 6
2. Mr. Shrikant Kankirad** 3 of 6
3. Mr. Dharmendra Singh 6 of 6
4. Bhavna Rajesh Shah 6 of 6

*Resigned w.e.f. August 29 2016. ** Appointed w.e.f. August 29 2016.

8. 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.

9. Committees of Board: i. Audit Committee:

In the financial year 2015-16 the Audit committee met four times. The meetings wereheld on May 30 20 16 August 13 2016 November 11 2016 and February 10 2017. Thecomposition of Audit Committee is under:

Name of the Director Category
1. Bhavna Rajesh Shah Chairman Independent Non-Executive Director
2. Mr. Dharmendra Singh Member Independent Non-Executive Director
3. Mr Devendra Thard* Member Non Independent Executive Director
4. Mr. Shrikant Kankirad** Member Non Independent Executive Director
1. Bhavna Rajesh Shah 4 of 4
2. Mr. Dharmendra Singh 4 of 4
3. Mr Devendra Thard* 2 of 4
4. Mr. Shrikant Kankirad** 2 of 4

*Resigned w.e.f. August 29 2016. ** Appointed w.e.f. August 29 2016. ii.Nomination & Remuneration Committee:

The composition of Nomination & Remuneration Committee is under:

Name of the Director Category
1. Bhavna Rajesh Shah Chairman Independent Non-Executive Director
2. Mr. Dharmendra Singh Member Independent Non-Executive Director
3. Mr. Shrikant Kankirad Member Non Independent Executive Director

iii. Stakeholders / Investors Grievance Committee:

The composition of Nomination & Remuneration Committee is under:

Name of the Director Category
1. Bhavna Rajesh Shah Chairman Independent Non-Executive Director
2. Mr. Dharmendra Singh Member Independent Non-Executive Director
3. Mr. Shrikant Kankirad Member Non Independent Executive Director

10. Contracts and arrangements with related parties:

During the period under review there were no contracts or arrangements made withrelated parties as defined under section 188 of the Companies Act 2013.

11. Material Changes and Commitments affecting the Financial Position of the Company:

There have been no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of the report.

12. Internal control systems and their adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Whole Time Director. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

13. Corporate Social Responsibility (CSR) Initiatives:

The provisions of Corporate Social Responsibilities (CSR) provided in section 135 ofthe Companies Act 2013 is not applicable to the company. Hence the company has notdeveloped and implemented any CSR initiatives.

14. Director's Responsibility Statement:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013: i. In the preparation of the annual accountsthe applicable accounting standards have been followed. ii. The directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit or loss of theCompany for the year under review. iii. The directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities. iv. The directors have prepared the annual accounts on agoing concern basis. v. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. vi. The directors had devised proper system to ensure compliancewith the provisions of all applicable laws and that such system were adequate andoperating effectively.

15. Declaration by Independent Directors:

All the Independent Directors have given declaration to the Company stating theirindependence pursuant to section 149(6) of the Companies Act 2013.

16. Board Evaluation:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The evaluation framework for assessing the performances of Directors comprisesof the following key areas:

- Attendance and participation in the meeting and timely inputs on the minutes of themeeting

- Adherence to ethical standards and code of conduct of company and disclosure ofnon-independence as and when it exists and disclosure of interest.

- Raising of valid concerns to the Board and constructive contribution to resolution ofissues at meetings.

- Interpersonal relations with other directors and management.

- Objective evaluation of Board's performance rendering independent unbiased opinion.

- Understanding of the Company and the external environment in which it operates andcontribution to strategic direction.

- The valuation involves self-evaluation by the board member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.

17. Statutory Auditors:

Pursuant to provisions of section 139 of the Companies Act 2013 and the rules framedthereunder M/s. H. R. Nampurwala and Co. Chartered Accountants were appointed asstatutory auditors of the company from annual general meeting held on September 30 2014till the conclusion of annual general meeting to be held for the financial year 2018-19.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof the auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s. H. R. Nampurwala & Co. Chartered Accountants asstatutory auditors subject to ratification of their appointment at every annual generalmeeting.

18. Secretarial Auditor:

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 Ms. Kavita Raju Joshi Practicing Company Secretary as Secretarial Auditor ofthe Company for the financial Year 2016-17 to conduct the Secretarial Audit of theCompany. The Secretarial Audit Report is appended to this report as Annexure 1.

19. Board's Response on Auditors Qualification Reservation or adverse remark ordisclaimer made: There are no qualifications reservations or adverse remarks made bythe Statutory Auditors in their report or by the Company Secretary in Practice in theSecretarial Audit Report.

20. Risk Management:

The Board has formed a risk management committee to frame implement and monitor therisk management plan for the Company. The committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The audit committee has additionaloversight in the area of financial risks and controls.

21. Remuneration Policy:

In accordance with the provisions of Section 178(3) of the Companies Ac! 2013 theNomination and Remuneration Committee recommended the following remuneration policyrelating to the remuneration for the Directors Key Managerial Personnel and otherEmployees which was approved and adopted by the Board.

22. Remuneration to Non-Executive Directors:

Company is not paying remuneration to the non-executive directors.

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as

"Annexure II".

24. Subsidiary Companies/ Associate Companies/ Join Venture:

Since the Company does not have any subsidiary / Joint Ventures / Associate Concern nofinancial position of such concern(s) are required to be included in the financialstatement.

25. Vigil Mechanism:

The Company has established a vigil mechanism and overseas through the committee thegenuine concern expressed by the employees and other Directors. The Company has alsoprovided adequate safeguard against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issue concerning the interests of co employees and Company.

26. Corporate Governance and Report:

As per the requirement of SEBI Circular No. Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 No.SEBI/LAD-NRO/GN/2015- 16/013 dated September 2 2015 the listed companies having paid upequity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25Crores as on the last day of the previous financial year is not required to comply withthe norms of the Corporate Governance Report.: Since the paid up equity share capital ofthe company is Rs. 2 43 15000 and Net Worth not exceeding Rs. 25 Crores as on financialyear ending 31st March 2017 therefore the provisions relating to the CorporateGovernance report are not applicable the company.

27. Significant and Material Orders:

There are material orders passed by Regulators Courts or Tribunals impacting the goingconcern status and company's operations in future.

28. 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 haveconfirmed compliance with the Code.

29. Conservation of Energy Technology Absorption and Foreign Exchange Earning AndOutgo:

In the year under review there are no manufacturing activities undertaken by thecompany. In view of the aforesaid fact there was no scope for your company to make anyeffort for energy conversation research and development and technology absorption. Hencethe particulars required to be furnished in respect of the same are not given. ForeignExchange Earnings: NIL Foreign Exchange Outgoes: NIL

30. Particulars of Employee:

There is no employee covered under section 197(12) if the Companies At 2013 read withRule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rule2014

31. Acknowledgement

The director thanks the Company's employees customers vendors and investors for theircontinuous support. The directors are also thankful to the concerned governmentdepartments/ agencies for their co-operation. The directors appreciate and value thecontribution made by every member in the Company.

By order of the Board of Directors
For SVARNIM TRADE UDYOG LIMITED
Sd/-
Shrikant Kankirad
(DIN :07569798)
Registered Office:
3-A Mangoe Lane 1st
Floor Surana House
Kolkata-700 001.
August 28 2017