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Svaraj Trading & Agencies Ltd.

BSE: 503624 Sector: Others
NSE: N.A. ISIN Code: INE406N01014
BSE 00:00 | 22 Feb 158.10 -2.95
(-1.83%)
OPEN

160.00

HIGH

161.50

LOW

156.00

NSE 05:30 | 01 Jan Svaraj Trading & Agencies Ltd
OPEN 160.00
PREVIOUS CLOSE 161.05
VOLUME 76000
52-Week high 199.90
52-Week low 153.00
P/E 175.67
Mkt Cap.(Rs cr) 233
Buy Price 156.50
Buy Qty 200.00
Sell Price 161.50
Sell Qty 1500.00
OPEN 160.00
CLOSE 161.05
VOLUME 76000
52-Week high 199.90
52-Week low 153.00
P/E 175.67
Mkt Cap.(Rs cr) 233
Buy Price 156.50
Buy Qty 200.00
Sell Price 161.50
Sell Qty 1500.00

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

Company director report

DIRECTORS' REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

Dear Members

SVARAJ TRADING AND AGENCIES LIMITED

The Directors are pleased to present the 38thAimual Report together with theAudited Financial Statements for the financial year ended March 31 2018. The ManagementDiscussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Total Revenue 203.98 444.66
Profit/(Loss) before taxation 163.29 135.78
Less: Tax Expense 42.05 30.11
Profit/(Loss) after tax 121.24 105.67

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2018 the revenue from operations stood atRs. 2.04 crores as compared with Rs. 4.45 crores in the previous year. The profit beforetax stood at Rs.1.63 crores as against profit of Rs. 1.36 crores in the previous year. Thenet profit for the year 2018 stood at Rs. 1.21 crores against profit of Rs. 1.06 croresreported in the previous year.

At present your Company is doing its existing lure 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. CHANGES IN THE NATURE OF BUSINESS IF ANY

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. DIVIDEND AND RESERVES

After considering the financial results for the financial year 2017-18 your Directorsare of the opinion that it is prudent that no dividend be declared for the year underreview so that the profits earned in the financial year can be ploughed back and utilizedtowards various growth and other expansion plans.

5. SHARE CAPITAL

The paid-up equity share capital as at March 31 2018 stood at Rs. 147500000 (RupeesFourteen Crores Seventy-five lacs only). There is no change in the share capital of thecompany during the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2018 the Company has no Subsidiary or Associates or Joint VentureCompany. There are no companies which have become or ceased to be the Subsidiary orAssociates or Joint Venture of the Company during the financial year ended on March 312018.

7. CORPORATE GOVERNANCE

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

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return as on March 31 2018 as prescribed under Section 92(3) of the CompaniesAct 2013 read with relevant rules is attached as Annexure I and forms part of thisReport.

9. 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 Director (DIN:01869965)of the Company retires by rotation at the ensuing Annual General Meeting and beingeligible seeks r e-app ointment.

• Ms. Anita Jaiswal is appointed as the Company Secretary of the Company witheffect from August 11 2017.

• 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.

10. BOARD MEETING

During the financial year ended on March 31 2018 five Board Meetings and five AuditCommittee Meetings convened and held in accordance with the provisions of the CompaniesAct 2013 and rules made there under. The details are given in the Corporate GovernanceReport. The intervening gap between the meetings was with the period prescribed under thelaw.

A meeting of the Independent Directors of Company convened and held in compliance withthe requirements of Schedule IV of the Companies Act 2013 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

11. 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.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31 2018 the Company has not given any loanor guarantee or provided security or made investment pursuant to the provisions ofsection 186 of the Companies Act 2013.

13. 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.svarajtradmg.com).

14. 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. Theremuneration and nomination policy has been posted on the website of the Company(www.svarajtradmg.com ).

15. 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 pohcy 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:

1. 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
2. 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

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

There are no significant and material orders passed by the Regulators/Courts that wouldimpac t the going concern status of the Company and its future operations.

17. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year financial ended on March 31 2018 theBoard of Directors hereby confirms that:

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2018 and of thelosses of the Company for the year ended on that date;

iii. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

v. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

18. STATUTORY AUDIT

R Soni & Co. Chartered Accountants Firm Registration No. (FRN No. 130349W) whowere appointed as Statutory Auditors of the Company at the last AGM held in the year 2017for a period of five years till the conclusion of the AGM of the Company to be held in theyear 2022 (subject to ratification of their appointment at every AGM).

In view of Companies Amendment Act 2017 the requirement of ratification of auditor bythe members at every Annual General Meeting is now not required.

The Board accordingly recommends ratification at the ensuing annual general meeting byshareholders of the Company till the conclusion of the AGM of the Company to be held inthe year 2022.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.

19. 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.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed R M Mimani & Associates LLP CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport (Form MR-3) is annexed herewith as Aimexure - II and forms an integral part of thisreport.

21. INTERNAL AUDIT

As per Section 138 of the Companies Act 2013 the Company has appointed M.H. Parihar& Co. Chartered Accountants. as an internal auditor for the year 2018-19 to conductthe internal audit and to ensure adequacy of the Internal controls adherence to Company'spolicies and ensure statutory and other compliance through periodical checks and internalaudit.

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 mam 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 documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impac t analysis at a Company level asalso separately 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 aprudent and 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 manages these risks through forward booking inventory managementand proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations. TheCompany is mitigating these risks through regular review of legal compliances carried outthrough 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 Pohcy) Rules 2014 are not applicable to the Company during the yearunder review.

25. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor's Certificate on Corporate Governance is set out in this Annual Report.The Auditor's Certificate for the year 2018 does not contain any qualificationreservation or adverse remark.

26. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's pohcy requires conduct of operations in such a maimer to ensuresafety of all concerned compliances environmental regulations and preservation of naturalresources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a pohcy 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.

27. 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(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are given in Annexure - IIIand IV to this report.

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

• The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot apphcable 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 apphcable to the Company duringthe financial year.

28. 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 apphcable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

29. DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

30. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Company's shares are fisted with BSE Ltd. Your Company has paid the annual listingfees and there are no arrears.

31. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapphcable to the company as there was no employee employed in the company during theyear.

32. 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 for thecontribution made by 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 11 2018