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Swagtam Trading & Services Ltd.

BSE: 539406 Sector: Others
NSE: N.A. ISIN Code: INE150R01019
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Swagtam Trading & Services Ltd. (SWAGTAMTRADING) - Director Report

Company director report

Dear Stakeholders

Your Directors present herewith the 31 Annual Report for the year ended 31.03.2016.

FINANCIAL RESULTS (In Rupees)

Particulars For the Year Ended For the Year Ended
31.03.2016 31.03.2015
Income from Operations:
Commission from real estate business 2210820 1524235
Sale of Bullion Commodities etc. 1784371 1222538
Other Income 310 20137
Total Income 3995501 2766910
Total Expenditure 3915221 1723003
Profit/(Loss) before tax 80280 1043908
Provision for Tax 30860 293877
Net Profit/(Loss) 49420 750031

FINANCIAL HIGHLIGHTS

During the year under review your company carried-out the business of real estate &commission / agency and purchase & sale of commodities bullion etc. Company hasearned the total revenue of Rs. 39 95501/-. Net Profit after Tax for the year underconsideration is Rs.49 420/-. Your Company hopes to increase its presence in the businessin the coming years which may increase the top line and also its profitability.

TRANSFER TO RESERVES

Company has not transferred any amount to General Reserve during financial year ended31.03.2016.

LIQUIDITY

We continue to maintain sufficient funds to meet our strategic objective.

DIVIDEND

In view of the requirement of funds for the expansion your Directors do not considerit desirable to recommend any dividend in the current year.

CAPITAL

During the year the Company has not allotted any Equity Share on rights/ preferential/private placement basis. All Equity Shares of the Company rank pari-passu in all respects.

The Company has also not allotted any Preference Shares/ Debentures.

Subsequent to 31 March 2016 there has been no change in authorized issued subscribedand paid-up equity share capital of the company.

Authorised Share Capital of the Company as on 31.03.2016 is Rs. 40000000 dividedinto 4000000 Equity Shares of Rs. 10/- each and the Paid-up capital stands at Rs.11905000/-.

DIRECTORS AND KEY MANAGERIAL PERSON

In accordance with the requirements of the Companies Act 2013 and the Articles ofAssociation Mr. Sumit Gupta Director of the Company retires by rotation and beingeligible has expressed his willingness for re-appointment.

Board of Directors comprise of 5(five) Directors as on 31 March 2016 a goodcombination of Executive Independent Non-Independent & Woman Directors namely Mr.Deepak Sharma Ms. Lalita Mittal Mr. Raj Kumar Gupta Mr. Raman Mittal and Mr. SumitGupta. • In accordance with the section 196 197 read with Schedule V of CompaniesAct 2013 Ms. Lalita Mittal was appointed as director on 19.07.2014 and subsequently on08.08.2014 was nominated / designated as Whole Time Director & Chief FinancialOfficer.

• Mr. Raj Kumar Gupta (DIN: 00074532) is Independent Director w.e.f.30.04.2014.• Mr. Deepak Sharma (DIN: 00293945) was appointed as Director w.e.f.03.09.2008• Mr. Raman Mittal (DIN: 06877244) is Independent Director w.e.f.02.06.2014.

• Mr. Sumit Gupta (DIN: 06911742) was appointed as Additional Director of theCompany on 29.01.2015 and subsequently on 12.09.2015 was nominated / designated asDirector of the company.

• Mrs. Sonia Rani (ACS 36984) was appointed as a Company Secretary cum ComplianceOfficer of the Company w.e.f. 25.05.2015.

LOANS GUARANTEES AND INVESTMENTS

Company has not given any kinds of Guarantee provided any Security and made anyInvestments as specified under section 186 of Companies Act 2013.

MEETINGS OF THE BOARD

11(Eleven) Meetings of the Board were held during reporting period the details ofwhich are given in the Corporate Governance Report.

(Maximum Gap of 120 days between two consecutive board Meetings has been complied with)

PUBLIC DEPOSITS

During the year under review your company has not invited any fixed deposits from thePublic and has not accepted fixed deposits and nothing is outstanding.

STATUTORY AUDITORS

M/s GHOSH KHANNA & CO. Chartered Accountants FRN 003366N Statutory Auditors ofthe Company who were appointed as statutory auditors from 29 Annual General Meeting till33 Annual General Meeting subject to ratification at every Annual General Meeting byMembers. The Certificate for their eligibility has been received.

AUDITORS’ REPORT

Auditors Report in respect of the Financial Statements of 31.03.2016 isself-explanatory and does not warrant any further comments / explanation from the Board ofDirectors.

SECRETARIAL AUDITOR

The Board has appointed M/s B. Bhushan & Co. Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report forthe financial year 2015-16 is annexed with Directors’ Report. Secretarial AuditReport does not contain any qualification reservation or adverse remarks.

COST AUDITORS

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost auditors are appointed.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act’) and rule12(1) of the Companies (Management and Administration) Rules 2014 Extract of AnnualReturn of the Company in "Form MGT-9" is annexed herewith Director’sReport.

LISTING OF SHARES

Equity Shares of the Company are listed on BSE Ltd. Calcutta Stock Exchange Limited& Delhi Stock Exchange Limited (DSE stands de-recognized). Company has complied withthe requirements of listing agreements during the period of review. Annual Listing Feestands paid to BSE Ltd. for & upto-date (2016-17). Annual Custodial Fee stands paid toNSDL & CDSL for & upto 2016-17.

Company got the Trading Approval of 1190500 Equity Shares of the Company from BSELtd. w.e.f. 27.10.2015.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company stands shifted from "Girish ChandraBardalai Path Bamunimaidan Guwahati Assam 781021" to "R 489 GF ANew Rajinder Nagar New Delhi 110060" during January 2016 vide Order No.RD(NER)/14/2014/446 bearing date 21.09.2015.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transaction(s) are in the ordinary course of business and at arms’ lengthbasis and details are part of Audited Annual Accounts.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Management’s discussion and analysisis presented in a separate section forming part of the Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review your Company does not have any subsidiary & holdingcompanies and no type of joint-venture merger or amalgamation.

PARTICULARS OF EMPLOYEES

In terms of the provisions of the section 197(2) of the Companies Act 2013 read withrule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employee drew remuneration in excess of the limit setout in the said rules. During the year under review the company does not have anyemployee who is covered under this Clause.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Corporate Governance isabout maximizing shareholders value ethically and sustainably. We believe sound corporategovernance is essential criteria to enhance and retain investor’s reliance. We alwaysseek to ensure that our performance is driven by integrity. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of this AnnualReport. The requisite Certificate from the Secretarial Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the Report onCorporate Governance.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board consists of five members one of whom is Executive(CFO) and whole-timedirector and two are independent directors and two are non-independent directors includingone woman director. Board consists of appropriate mix of executive & independent &non-independent & woman directors to maintain the independence of the Board andseparate its functions of governance and management.

The policy on Directors Nomination and Remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013. There has beenno change in the policy since last financial year.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Raman Mittal and Mr. Raj Kumar Gupta are Independent Directors on the Board of yourCompany. The Company has received necessary declarations from each Independent Directorunder Section 149(7) of the Companies Act 2013 and in the opinion of the Board and asconfirmed by these Directors that both of them meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

As mandated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board shall review and monitor the Board evaluation framework. TheBoard evaluates various parameters such as decision making relationship withstakeholders Company performance and strategy checking Board and committee’seffective working etc.

The Companies Act 2013 says that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent director shallbe done by the entire Board excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole has been conducted. TheBoard approved the evaluation results as collated by the nomination and remunerationcommittee.

INDEPENDENT DIRECTORS

Independent Directors of the company have met 2 times in the financial year 2015-16 to(a) review the performance of non-independent directors and the Board as a whole (b)review the performance of the Board of the company taking into account the views ofexecutive directors and non-executive directors; (c) assess the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Code of Conduct for the Prevention of Insider Trading is in accordance with therequirements specified in the SEBI (Prohibition of Insider Trading) Regulations 2015 andthe Board has adopted the same. The Insider Trading Policy of the Company explains theguidelines and procedures to be followed and disclosures to be made while dealing withshares of the Company as well as the consequences of violation of norms. The InsiderTrading Policy is available on the website of the Company.

UNIFORM LISTING AGREEMENT

SEBI issued Listing Obligations and Disclosure Requirements Regulations 2015 whichbecome effective from December 1 2015 by replacing existing Listing Agreement. TheCompany entered into New Listing Agreement with BSE Ltd. and Calcutta Stock ExchangeLimited during February 2016.

OPERATIONS

Our reputation for excellence and integrity earned through the consistent delivery ofquality work and by adhering the highest standard of business conduct through principlesof Corporate Governance continues to be our most valuable assets. As we position ourselvesfor the future and our standard of excellence integrity and accountability will serve uswell.

Further no material events commitment and changes occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport.

VIGIL MECHANISM

The Vigil Mechanism Policy of the Company which also incorporates a whistle blowerpolicy in terms of the Listing Agreement includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or telephone call or a letter to the Task Force or tothe Chairman of the Audit Committee. The Policy on vigil mechanism is available on theCompany’s website.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of the Companies Act 2013 in regards of Corporate Social Responsibility(CSR) do not mandatorily apply on your company

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions if any entered by the Company during thefinancial year 2015-16 with related parties were in the ordinary course of business and onan arm’s length basis. During the year the Company has not entered into any contract/ arrangement / transaction with related parties which could be considered material.

Your Directors draw attention of the members to Notes to the Financial Statements whichsets out related party disclosures.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act the Risk Management Policy is Not Applicable toyour company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX

During the year under review no significant and material Orders were passed by theregulators or courts or tribunals or income tax dept etc. impacting the going concernstatus and company’s operations.

INTERNAL FINANCIAL CONTROLS

The internal financial controls are commensurate with the size and nature of businessof the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31.03.2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) the Directors had selected such accounting 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 as at 31.03.2016 and of the profit andloss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

SHARE TRANSFER SYSTEM

Shares lodged for physical transfer are registered within a period of 15 days if thedocuments are clear and complete in all respects. The shares duly transferred would bedispatched to the Shareholders upon approval of transfers. Adequate care is taken toensure that no transfers are pending for more than a fortnight. As bulk of theCompany’s shares are currently traded in dematerialized form the transfers areprocessed and approved in the electronic form by NSDL / CDSL through their depositoryparticipants. Alankit Assignments Limited is the common Share Transfer Agent for bothphysical and dematerialised mode.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO

Information required to be given pursuant to this Clause are given below:

A. CONSERVATION OF ENERGY

The company did not use any energy during the year under review. Your Company isconscious about its responsibility to conserve energy power and other energy sourceswherever possible. We emphasis towards a safe & clean environment & continue toadhere to all regulatory requirements & guidelines.

B. RESEARCH & DEVELOPMENT

Your Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology; however we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.

31.03.2016 (Amt.) 31.03.2015 (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

DISCLOSURES

AUDIT COMMITTEE

Sr. No. Name of the Director Category of Director
1. Mr. Raman Mittal Chairman Independent Director
2. Ms. Lalita Mittal Member Executive Non Independent Director
3. Mr. Raj Kumar Gupta Member Independent Director

REMUNERATION AND NOMINATION COMMITTEE

Sr. No. Name of the Director Category of Director
1. Mr. Raman Mittal Chairman Independent Director
2. Mr. Sumit Gupta Member Non-Independent (Non Executive) Director
3. Mr. Raj Kumar Gupta Member Independent Director

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Sr. No. Name of the Director Category of Director
1. Ms. Lalita Mittal Member Executive Non Independent Director
2. Mr. Raman Mittal Chairman Independent Director
3. Mr. Sumit Gupta Member Non-Independent (Non Executive) Director

APPRECIATION

Your Directors wish to place on record their deep thanks and gratitude to:

a) The Directors acknowledge and would like to place on record the commitment anddedication on the part of the employees of your Company for their continued efforts inachieving good results.

b) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of the Companyas well as Stock Exchanges & Other Institutions for their co-operation and continuedsupport.

c) The Shareholders & Others for the trust and confidence reposed and to theCustomers for their valued patronage.

d) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year.

By Order of Board of Directors
Swagtam Trading & Services Limited
LALITA MITTAL
Date : 24.08.2016 WTD & CFO (DIN: 06928783)
Place : New Delhi Address: F-22 House No. 148 Sector 3
Rohini Delhi 110085