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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 34thAnnual Report along with the Audited Financial statements of the Company for the financial year ended 31st March 2016.

1. Financial Results:

ParticularsFor the Year ended on March 31 2016For the Year ended on March 312015
Total Income191276347.0021599014.00
Total Expenditure190946111.0021444382.00
Profit/(Loss) before taxation330236.00154632.00
Provision for Tax109304.80
Profit/(Loss) after Taxation220931.20154632.00
Balance b/f from Previous Year154632.00
Balance carried forward to Balance Sheet220931.80154632.00

2. Working results:

The total revenue of the company during the year has increased from Rs.21599014/- (Rupees Two Crore Fifteen Lacs Ninety Nine Thousand and Fourteen only) to Rs.191276347/- (Rupees Nineteen Crore Twelve Lacs Seventy Six Thousand Three Hundred Fourty Seven Only). The profit after tax has also increased manifold from Rs.154632/- (Rupees One Lacs Fifty Four Thousand Six Hundred Thirty Two Only) during the previous year to Rs. 220931.2/- (Rupees Two Lacs Twenty Thousand Nine Hundred Thirty One). Your directors hope for better and increasing results in the upcoming years.

3. Dividend:

Your Directors do not recommend any dividend for the equity shareholders for the financial year 2015-16.

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 during the year under review.

5. Share capital:

The paid-up share capital of the Company was Rs. 2 43 15000/- (Rupees Two Crores Forty Three Lacs Fifteen Thousand only) during the year divided in to 48 63000 Equity Shares of Rs. 5/- each.

The company proposes to sub-divide its equity shares from 7000000 equity shares of face value of Rs. 5/- each to 35000000 equity shares of Rs. 1/- each in the ensuing Annual General Meeting.

6. Directors and Key Managerial Personnel:

As per the provisions of Section 149 and 152 of the Companies Act the shareholders at their Annual General Meeting held on 30th September 2015 had approved the re-appointment of all existing Independent Directors of the Company for tenure of up to five consecutive years.

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

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

7. Board Meetings:

During the year under review 4 (Four) meetings were held. The dates of meetings are May 28 2015 August 14 2015 December 14 2015 and February 13 2016.

Attendance of Director at the meeting is under:

Name of the DirectorNo. of Board Meeting attended
1. Mr. Devendra Thard4 of 4
2. Mr. Dharmendra Singh4 of 4
3. Bhavna Rajesh Shah4 of 4

8. Particulars of loans guarantees or investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act 2013.

9. Committees of Board:

i. Audit Committee:

The composition of Audit Committee is under:

Name of the DirectorCategory
1. Bhavna Rajesh ShahChairman Independent Non-Executive Director
2. Mr. Dharmendra SinghMember Independent Non-Executive Director
3. Mr. Devendra ThardMember Non Independent Executive Director

In the financial year 2015-16 the Audit committee met four times. The meetings were held on May 28 2015 August 14 2015 December 14 2015 and February 13 2016.

Name of the DirectorNo. of Board Meeting attended
1. Bhavna Rajesh Shah4 of 4
2. Mr. Dharmendra Singh4 of 4
3. Mr. Devendra Thard4 of 4

ii. Nomination & Remuneration Committee:

The composition of Nomination & Remuneration Committee is under:

Name of the DirectorCategory
1. Bhavna Rajesh ShahChairman Independent Non-Executive Director
2. Mr. Dharmendra SinghMember Independent Non-Executive Director
3. Mr. Devendra ThardMember Non Independent Executive Director

iii. Stakeholders / Investors Grievance Committee:

The composition of Nomination & Remuneration Committee is under:

Name of the DirectorCategory
1. Bhavna Rajesh ShahChairman Independent Non-Executive Director
2. Mr. Dharmendra SinghMember Independent Non-Executive Director
3. Mr. Devendra ThardMember Non Independent Executive Director

10. Contracts and arrangements with related parties:

During the period under review there were no contracts or arrangements made with related 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 financial position of the company which have occurred between the end of the financial year to which the 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 and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems accounting procedures and policies at all locations of the Company. Based on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are 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 of the Companies Act 2013 is not applicable to the company. Hence the company has not developed and implemented any CSR initiatives.

14. Director's Responsibility Statement:

To the best of our knowledge and belief and according to the information and explanations obtained by us your Directors make the following statements in terms of Section 134(5) of the Companies Act 2013:

i. In the preparation of the annual accounts the applicable accounting standards have been followed.

ii. 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. 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.

iv. The directors have prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. Declaration by Independent Directors:

All the Independent Directors have given declaration to the Company stating their independence 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 performance and as well as that of its Committees and individual Directors including the Chairman of the Board. The evaluation framework for assessing the performances of Directors comprises of the following key areas:

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

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

- Raising of valid concerns to the Board and constructive contribution to resolution of issues 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 and contribution to strategic direction.

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

17. Statutory Auditors:

Pursuant to provisions of section 139 of the Companies Act 2013 and the rules framed thereunder M/s. H. R. Nampurwala and Co. Chartered Accountants were appointed as statutory auditors of the company from annual general meeting held on September 30 2014 till 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 appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. H. R. Nampurwala & Co. Chartered Accountants as statutory auditors subject to ratification of their appointment at every annual general meeting.

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 has appointed Mrs. Deepika Practicing Company Secretary to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is appended to this report as Annexure 1.

19. Board's Response on Auditors Qualification Reservation or adverse remark or disclaimer made:

There are no qualifications reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in Practice in the Secretarial Audit Report.

20. Risk Management:

The Board has formed a risk management committee to frame implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight 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 the Nomination and Remuneration Committee recommended the following remuneration policy relating to the remuneration for the Directors Key Managerial Personnel and other Employees which was approved and adopted by the Board.

22. Listing with Metropolitan Stock Exchange of India Limited and BSE Ltd.:

Your directors are glad to inform you that the company has been listed with Metropolitan Stock Exchange of India Ltd. w.e.f December 31 2015 and BSE Ltd. w.e.f June 14 2016 .

23. Remuneration to Non-Executive Directors:

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

24. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure II.

25. Subsidiary Companies/ Associate Companies/ Join Venture:

Since the Company does not have any subsidiary / Joint Ventures / Associate Concern no financial position of such concern(s) are required to be included in the financial statement.

26. Vigil Mechanism:

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

27. 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 up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report.:

Since the paid up equity share capital of the company is Rs. 2 43 15000 and Net Worth not exceeding Rs. 25 Crores as on financial year ending 31st March 2016 therefore the provisions relating to the Corporate Governance report are not applicable the company.

28. Significant and Material Orders:

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

29. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

30. Conservation of Energy Technology Absorption and Foreign Exchange Earning And Outgo:

In the year under review there are no manufacturing activities undertaken by the company. In view of the aforesaid fact there was no scope for your company to make any effort for energy conversation research and development and technology absorption. Hence the particulars required to be furnished in respect of the same are not given

Foreign Exchange Earnings: NIL

Foreign Exchange Outgoes: NIL

31. Particulars of Employee:

There is no employee covered under section 197(12) if the Companies At 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rule 2014

32. Acknowledgement

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

For Svarnim Trade Udyog Limited
Sd/-
Date: August 25 2016Devendra Thard
Place: KolkataChairman
(DIN No. 05306829)