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Shree Global Tradefin Ltd.

BSE: 512463 Sector: Others
NSE: N.A. ISIN Code: INE080I01025
BSE 00:00 | 27 May 7.29 0.06
(0.83%)
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7.30

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NSE 05:30 | 01 Jan Shree Global Tradefin Ltd
OPEN 7.30
PREVIOUS CLOSE 7.23
VOLUME 46911
52-Week high 10.45
52-Week low 2.26
P/E
Mkt Cap.(Rs cr) 927
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.30
CLOSE 7.23
VOLUME 46911
52-Week high 10.45
52-Week low 2.26
P/E
Mkt Cap.(Rs cr) 927
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Global Tradefin Ltd. (SHGLOBALTRAD) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Company’s Thirty Fifth Annual Report andthe Company’s Audited Financial Statement for the financial year ended 31stMarch 2021.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

(Figures in ' Lakhs)

Particulars

Standalone

Consolidated

Current Year Previous Year Current Year Previous Year
2020-21 2019-20 2020-21 2019-20
Revenue from operations 80.49 56.90 80.49 56.90
Other Income 116.03 25.23 116.03 25.23
Total Income 196.52 82.13 196.52 82.13
Expenses 220.49 234.30 220.49 234.30
Profit/(Loss) before tax (23.97) (152.17) (23.97) (152.17)
Tax expenses - (69.24) - (69.24)
Profit/(Loss) after tax (23.97) (82.93) (23.97) (82.93)
Share of Profit/(Loss) of associate - - 145.20 30.27
Profit/(Loss) for the Period (23.97) (82.93) 121.23 (52.66)
Other comprehensive income (net of tax) 1382.00 (2270.34) 1381.26 (2268.36)
Total Comprehensive Income of the Year 1358.03 (2353.27) 1502.49 (2321.02)

On Standalone Basis

The Company has a net loss of ' (23.97) lakhs for the year under review as against '(82.93) lakhs loss in the last year. The total Income of the Company for the year underreview was ' 196.52 lakhs as against ' 82.13 lakhs during the last year.

On Consolidated Basis

The Company has consolidated net profit of ' 121.23 Lakhs for the year under review asagainst ' (52.66) Lakhs loss in the last year. The total consolidated income of theCompany was ' 196.52 lakhs for the year under review as against ' 82.13 lakhs during thelast year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is trading in Iron & Steel products. TheManagement discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarilyhaving vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect thebusiness of the Company and sector overall. However the Company is taking proper steps tomitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment andhence separate segmental reporting is not applicable. The Company has no activity outsideIndia.

d) Outlook: The outlook for 2021-2022 has to be viewed in the context of overalleconomic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiatingadequate step.

f) Internal control system: The Company maintains adequate internal control systemswhich provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: Theoperating performance of the Company has been discussed in Directors Report under the head"Financial Performance and the state of the Company’s Affairs" in thecurrent year.

h) Human resources and industrial relations: During the year under review theEmployee/Industrial relations remained cordial.

i) Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 the Company is required to give details of significantchanges (change of 25% or more as compared to the immediately previous financial year) inkey financial ratios.

The Company has identified the following ratios as key financial ratios:

Particulars 2020-21 2019-20
Debtor Turnover Ratio (times) 2.69 1.90
Current Ratio 0.98 1.12
Operating Profit Margin (%) (0.30) (1.46)
Net Profit Margin (%) (0.30) (1.46)
Revenue Growth 0.41 (0.96)

Ratios where there has been a significant change as compared to immediately precedingfinancial year.

The Debtor Turnover Ratio has increased due to increase in sales as compared to lastyear. The Operating profit margin has increased due to increase in revenue and decrease inloss. The net profit margin has increased due to increase in revenue and decrease in lossfrom operations.

j) Return on Networth

The details of return on net worth are given below:

Particulars 2020-21 2019-20
Return on networth (%) (0.00) (0.00)

The return on networth has decreased due to the increase in the net worth of theCompany from ' 34369.48 Lakhs in the previous Financial Year 2019-20 to ' 35727.51 Lakhsin the Current Financial Year 2020-21.

k) Cautionary Statement: The Management Discussion and Analysis describe Company’sprojections expectations or predictions and are forward looking statements’ withinthe meaning of applicable laws and regulations. Actual results could differ materiallyfrom those expressed or implied. Important factors that could make a difference to theCompany’s operations include economic conditions affecting demand and supply andprice conditions in domestic and international market changes in Government regulationstax regimes economic developments and other related and incidental factors.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associate prepared inaccordance with the Companies Act 2013 and applicable Indian Accounting Standards alongwith all relevant documents and the Auditors’ Report form part of this Annual Report.The Consolidated Financial Statements presented by the Company include the financialresults of its associate.

The Financial Statements as stated above are also available on the website of theCompany at www.sgtl.in

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on 31st March 2021 we have 1 associate Company "IndrajitProperties Private Limited". Further Lloyds Steels Industries Limited has become theSubsidiary Company w.e.f 21st May 2021 consequent to the acquisition of414441116 Equity Shares (46.12%) of the Lloyds Steels Industries Limited by ShreeGlobal Tradefin Limited from the erstwhile promoters/ promoter Group of Lloyds SteelsIndustries Limited.

In accordance with Section 129(3) of the Companies Act 2013 we have prepared theconsolidated financial statements of the Company which form part of this Annual Report.Further a statement containing the salient features of the financial statement of ourassociate in the prescribed format AOC-1 is appended as "Annexure A" to theBoard’s report. The statement also provides details of the performance and financialposition of the associate.

SHARE CAPITAL

During the financial year under review there is no change in the capital structure ofthe Company and accordingly the issued subscribed and paid-up share capital of thecompany stand at ' 1139505465 as on 31st March 2021. However there was anincrease in paid up Share Capital of the Company by 132621156 no. of Shares andaccordingly the issued subscribed and paid-up share capital of the company stand at '1272126621 due to allotment of 132621156 Equity shares at ' 1 along with ' 1.50 premium on12th May 2021 to Metallurgical Engineering and Equipment’s Limited andFirstIndia Infrastructure Private Limited on preferential basis to Non-promoters forconsideration other than cash.

DEMATERIALIZATION OF SHARES

As on 31st March 2021 there are 1139162350 Equity Shares dematerializedthrough depositories viz. National Securities Depository Limited and Central DepositoryServices (India) Limited which represents about 99.97% of the total issued subscribedand paid-up capital of the Company.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIEDINSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A)

Shree Global Tradefin Limited Alloted 132621156 Equity Shares of ' 1/- each onPreferential basis at a premium of ' 1.50 each on 12th May 2021 to Non-Promoters for consideration other than cash pursuant to share swap basis. Since there wereno funds received as a Consideration there are no details to be provided.

DIVIDEND

In view of the losses incurred by the Company your Directors have not recommended anydividend for the year ended 31st March 2021.

TRANSFER TO RESERVES

During the year under review no amount was transferred to general reserves.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

The Board at the meeting held on 28th June 2021 has passed the resolutionto change the Registered office address of the Company from 35 Ashok Chambers BroachStreet Devji Ratansey Marg Masjid Mumbai - 400 009 to A2 2nd Floor MadhuEstate Pandurang Budhkar Marg Lower Parel Mumbai 400013 w.e.f. 01stJuly2021.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review there is no change in the nature of the business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Shree Global Tradefin Limited entered into a Share Purchase Agreement ("SPA")during the year on 28th January 2021 with the erstwhile Promoters/PromoterGroup of Lloyds Steels Industries Limited (Company/Target Company) i.e. MetallurgicalEngineering and Equipments Limited and FirstIndia Infrastructure Private Limited toacquire the Equity Shares collectively held by them in the Company i.e. 414441116Equity Shares of ' 1 each representing 46.11% of the Equity Share Capital/Voting Capitalof the Company. Pursuant to the said Share Purchase Agreement which triggered the openoffer requirement as per SEBI (SAST Regulations) 2011 the Shree Global Tradefin Limitedmade an Offer in terms of Regulation 3(1) and 4 of the said Regulations to acquire upto233661600 Equity Shares of ' 1 each representing 26% of the Equity ShareCapital/Voting Capital of the Target Company ("Offer Size") at a price of ' 1(Rupee One only) per Equity Share ("Offer Price") payable in cash to thePublic Shareholders of the Target Company. Shree Global Tradefin Limited has completed theOpen Offer formalities as certified by Manager to the Open Offer Mark Corporate AdvisorsPrivate Limited vide letter dated 18th May 2021. Consequent to the completionof the said open offer Shree Global Tradefin Limited has acquired the control of LloydsSteels Industries Limited and has been classified as the Promoters of the Company LloydsSteels Industries Limited holding majority stake of 53.42%.

Further Pursuant to the said acquisition of 414441116 Equity Shares (46.12%) of theCompany from the exiting Promoter Promoters/Promoter Group of the Company Shree GlobalTradefin Limited has become the "Holding Company" of Lloyds Steels IndustriesLimited w.e.f. 21st May 2021 .

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajesh R. Gupta (DIN: 00028379)

Mr. Rajesh R. Gupta was re-appointed as Managing Director of the Company in the 34thAnnual General Meeting for a further term of three years w.e.f. 1st January2021 to 31st December 2023.

Mr. Vinayak Kashid (DIN: 08582130)

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Vinayak Kashid Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

Mr. Vikram Shah (DIN: 00824376)

Mr. Vikram Shah was appointed as an Independent Director of the Company in the 34thAnnual General Meeting for a further term of five years w.e.f. 05th February2020 to 04th February 2025.

Mr. Manesh Cherian (DIN: 02244855)

Mr. Manesh Cherian was appointed as non - executive Director of the Company in the 34thAnnual General Meeting of the Company and is liable to retire by rotation in the AnnualGeneral Meeting of the Company.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Mr. Rajesh R. Gupta Managing Director Mr. Viresh Sohoni Chief FinancialOfficer and Mrs. Priyanka Agrawal Company Secretary & Compliance Officer. During theunder review there was no change in the Key Managerial Personnel.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures from the same;

2. the Directors have 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 31st March 2021 and ofthe profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board met 6 times during the financial year 2020-21 on 19th June 202031st July 2020 10th September 2020 12th November2020 28th January 2021 and 11th February 2021. The meetingdetails are provided in the Corporate Governance Report that forms part of this AnnualReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

Committees of the Board

As on 31st March 2021 the Board had 3 (Three) Statutory Committees viz:Audit Committee Nomination and

Remuneration Committee and Stakeholder Relationship Committee. A detailed note on thecomposition of the Board and its Statutory Committees is provided in the CorporateGovernance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole performance of the Committee(s) of theBoard and performance of the Chairman was evaluated taking into account the views ofother directors. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming thatthey meet the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 read with Regulation 16 (1) (b) of the Listing Regulations. In terms ofRegulation 25(8) of the Listing Regulations the Independent Directors have confirmed thatthey are not aware of any circumstances or situations which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board there has been no change in the circumstances which mayaffect their status as independent directors of the Company and the Board is satisfied ofthe integrity expertise and experience (including proficiency in terms of Section 150(1)of the Companies Act 2013 and applicable rules thereunder) of all Independent Directorson the Board. In terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed about their enrolment in the data bank of IndependentDirectors maintained with the Indian Institute of Corporate affairs.

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directorswith regard to their roles rights responsibilities in the Company nature of theindustry in which the Company operates etc. The detail of such Familiarization programmeconducted during the financial year 2020-21can be accessed on the company’s websiteat https://www.sgtl.in/ pdf/Familarisation%20Programme%20-%20ID%202020-21. pdf

Meeting of Independent Directors

During the year under review the Independent Directors met on 11thFebruary 2021 inter alia to:

a) Review the performance of Non Independent Directors and the Board of Directors as awhole;

b) Review the performance of the Chairman of the Company taking into account the viewsof the Executive and Non-Executive Directors.

c) Assess the quality content and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and put into force.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. All the Policies are available on Company’swebsite (www.sgtl.in) under the heading "Policies". The policies are reviewedperiodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related toInsider Trading and also provides access to the employees of the Company to report theinstances of leak of Unpublished Price Sensitive Information or suspected leak ofUnpublished Price Sensitive Information. The Company has established Vigil Mechanism forthe directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company’s code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee.

Mr.Rajesh R. Gupta Chairman and Managing Director of the Company has been designatedas Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower &Vigil Mechanism policy can be accessed on the company’swebsite at http://www.sgtl.in/pdf/Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Policy onRelated Party Transactions. The policy regulates all transactions taking place between theCompany and its related parties in accordance with the applicable provisions.

The policy on Related Party Transaction can be accessed on the company’s websiteat http://www.sgtl.in/pdf/Policy%20 on%20Related%20Party%20Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management PersonnelDirectors (executive / non-executive) including a code of conduct for IndependentDirectors which suitably incorporates the duties of Independent Directors as laid down inthe Act.

The above code can be accessed on the company’s website athttp://www.sgtl.in/pdf/Code%20of%20Conduct%20for%20 Board.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliancewith the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The policy helps to identify the various elements of risks faced by the Company whichin the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the company’s website athttp://www.sgtl.in/pdf/Risk%20 Management%20Policy.pdf

Nomination and Remuneration Policy

In line with the requirements of Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Nomination& Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination &Remuneration Committee relating to the Appointment Removal & Remuneration ofDirectors Key Managerial Personnel and Senior Management. This policy formulates thecriteria for determining qualifications competencies positive attributes andindependence for the appointment of a director (executive / non-executive) and also thecriteria for determining the remuneration of the directors key managerial personnelsenior management and other employees. It also provides the manner for effectiveevaluation of performance of Board its committees and individual directors.

The Nomination and Remuneration Policy can be accessed on the company’s website athttp://www.sgtl.in/pdf/ Remuneration%20Policy.pdf

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a policy for determination ofmateriality- based events.

The Policy for Determination of materiality of an event or information policy can beaccessed on the company’s website at http : // www.sgtl.in / pdf / Policy %20 for %20 Determining % 20Materiality%20of%20Events.pdf

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted the policy on preservation of thedocuments.

The policy on preservation of documents can be accessed on the company’s websiteat http://www.sgtl. in/pdf/1.%20Policy%C2%A0on%C2%A0Preservation%C2%A0of%C2%A0Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations 2015 the Company has adopted the Insider Trading Code. The Code providesframework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the company’s websiteat http://www.sgtl.in/pdf/Insider%20 Trading%20Code%20of%20Conduct.pdf

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price SensitiveInformation ("UPSI")

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations 2015 the company has formulated a written policy and procedures forinquiry in case of leak of unpublished price sensitive information and initiateappropriate action on becoming aware of leak of unpublished price sensitive informationand inform the Board promptly of such leaks inquiries and results of such inquiries. Inpursuant to this regulation the Company has adopted the Policy for Procedure of Inquiryin Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitiveinformation ("upsi") can be accessed on the company’s website athttp://www.sgtl.in/pdf/Policy%20for%20 leak%20of%20UPSI.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation

In pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasformulated the Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information which includes therein the policy for determination of"Legitimate purposes for sharing UPSI"

The code of Practices and Procedures for Fair Disclosure of the Unpublished PriceSensitive Information can be accessed on the company’s website athttp://www.sgtl.in/pdf/Code%20 of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20UPSI.pdf

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are complied with. As per Regulation 34(3) Read withSchedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 aseparate section on corporate governance together with a certificate from theCompany’s Statutory Auditors forms part of this Report.

AUDITORS

Statutory Auditor

The Shareholders of the company in the Annual General Meeting held on 29thSeptember 2016 appointed M/S/ Todarwal & Todarwal Chartered Accountants (FirmRegistration No. 111009W) as the Statutory Auditors of the Company for a period of 5(Five) Years from the conclusion of the 30th Annual General Meeting till the conclusion ofthe 35thAnnual General Meeting of the Company to be held in the Year 2021.

M/s. Todarwal & Todarwal Chartered Accountants converted itself into a LimitedLiability Partnership (LLP) under the provisions of the Limited Liability Partnership Act2008 and is now known as M/s. Todarwal & Todarwal LLP (Firm Regn. No.W100231) witheffect from 14th July 2017.

Accordingly the current term of M/s. Todarwal & Todarwal LLP (Firm Regn.No.W100231) is expiring and as per the provision of Section 139 of the Companies Act 2013read with Rule 3(7) of Companies (Audit and Auditors) Rules 2014 they are eligible to bereappointed for a further period of 5 years from the conclusion of 35th AnnualGeneral Meeting till the Conclusion of 40th Annual General Meeting.Accordingly the Board approved and recommended their reappointment for further period of5 years beginning from Financial Year 2021-22 to Financial Year 2025-2026 subject to theapproval of the shareholders in this Annual General Meeting.

Statutory Audit Report

During the financial year 2020-21 there is no fraud occurred noticed and/or reportedby the Statutory Auditors under Section 143(12) of the Companies Act 2013 read with theCompanies(Audit and Auditors) Rules 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statements ofCompany for the Financial Year ended 31st March 2021 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc do not callfor any further information(s)/ explanation(s) or comments from the Board under Section134(3)(f)(i) of the Companies Act 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 the Board has re - appointed M/s B. R.Gupta & Co. Practicing Company Secretary (Membership No. ACS 43021 CP20863) as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial year2021-22.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s B. R Gupta& Co. PracticingCompany Secretary (Membership No. ACS 43021 CP No. 20863) in Form MR-3 for the FY2020-21is annexed hereto marked as "Annexure B" and forms part of this Report.The said Secretarial Audit Report being devoid of any reservation(s) adverse remark(s)and qualification(s) etc. does not call for any further explanation(s)/ information orcomment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act 2013.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under section 148(1) of theCompanies Act 2013 is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review there are no investments made loans given or guaranteesor security provided by the Company in accordance with Section 186 of the Companies Act2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party referred toin section 188 of the Companies Act 2013 in the prescribed form AOC-2 are enclosed withthis report as "Annexure C".

There were no materially significant related party transactions entered by the Companywhich may have a potential conflict with the interest of Company. All related partytransaction(s) are first placed before Audit Committee for approval and thereafter suchtransactions are also placed before the Board for seeking their approval. The details ofRelated

Party Transactions as required pursuant to respective Indian Accounting Standardshave been stated in Note No. 30 to the Audited Standalone Financial Statement of Companyforming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) and 5(3)of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are annexed hereto marked as"Annexure D" and forms part of this report.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any shares pursuant to Employee Stock Option Scheme andEmployee Stock Purchase Scheme during the year under review and hence no information asper provisions of Companies Act 2013 is furnished.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.

DEPOSITS

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as‘Deposits’ in terms of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing ofdetails of deposits which are not in compliance with the Chapter V of the Companies Act2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company’soperations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 have been provided in the Report on CorporateGovernance.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy technology absorption foreign exchangeearnings and out go in accordance with provisions of section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Account) Rules 2014 is not required since theCompany is not a manufacturing Company.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at https://www.sgtl.in/pdf/Annual%20Return%20for%20Financial%20Year%202020-21.pdf

LISTING FEES

The listing fees payable for the financial year 2021-2022 have been paid to BombayStock Exchange within due date.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors
Shree Global Tradefin Limited
Sd/-
Date: 28thJune 2021 Rajesh R. Gupta
Place: Mumbai Chairman& Managing Director
DIN:00028379

.