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Svaraj Trading & Agencies Ltd.

BSE: 503624 Sector: Others
NSE: N.A. ISIN Code: INE406N01014
BSE 00:00 | 07 Aug 9.41 -0.09
(-0.95%)
OPEN

9.50

HIGH

9.50

LOW

9.30

NSE 05:30 | 01 Jan Svaraj Trading & Agencies Ltd
OPEN 9.50
PREVIOUS CLOSE 9.50
VOLUME 5513
52-Week high 119.95
52-Week low 9.30
P/E 13.64
Mkt Cap.(Rs cr) 14
Buy Price 9.50
Buy Qty 180.00
Sell Price 9.50
Sell Qty 1409.00
OPEN 9.50
CLOSE 9.50
VOLUME 5513
52-Week high 119.95
52-Week low 9.30
P/E 13.64
Mkt Cap.(Rs cr) 14
Buy Price 9.50
Buy Qty 180.00
Sell Price 9.50
Sell Qty 1409.00

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

Company director report

With Management Discussion & Analysis

The Members

Svaraj Trading and Agencies Limited Mumbai

The Directors are pleased to present the 39thAnnual Report together with the AuditedFinancial Statements for the financial year ended March 31 2019. The ManagementDiscussion and Analysis has also been incorporated into this report.

1. FINANCIAL PERFORMANCE

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

(In Rupees)
Particulars Year ended 31st March 2019 Year ended 31st March 2018
Revenue from operation 12567313 11188407
Profit/(Loss) before taxation 18046545 16329750
Less: Tax Expense 5020549 4204911
Profit/(Loss) after tax 13025996 12124839

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the financial year ended on March 31 2019 the revenue from operations stood atRs. 12567313/- as compared with Rs. 11188407/- in the previous year. The profit beforetax stood at Rs. 18046545/- as against profit of Rs. 16329750/- in the previous year.The net profit for the year 2019 stood at Rs. 13025996/- against profit of Rs.12124839/ - reported in the previous year.

At present your Company is doing its existing line 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 2018-19 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 on March 31 2019 stood at Rs. 147500000 (RupeesFourteen Crores Seventy-five lakhs only). There is no change in the share capital of theCompany during the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2019 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 312019.

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

As required under the provisions of Sections 134(3)(a) and 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) the extract of Annual Return in Form No. MGT-9 is annexed herewith as Annexure Ito this report.

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 Ms. Rekha Soni Director (DIN: 05335667) of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleseeks reappointment.

• In terms of the provisions of Sections 149 150 152 and any other applicableprovisions of the Companies Act 2013 Re-appointment of Mr. Rajeev Sharma (DIN:06396701)as an Independent Non-Executive Director for second term of five consecutive years witheffect from September 28 2019 to September 27 2024 and whose office shall not be liableto retire by rotation."

• All Independent Directors have 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

The Board of Directors met 5 times during the financial year ended on March 31 2019.The details of the Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report appearing elsewhere as a separate section in this AnnualReport.

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 2019 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.svarajtrading.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.svarajtrading.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 policy 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 wouldimpact the going concern status of the Company and its future operations.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act 2013 the Directorsconfirm that;

i. in the preparation of the Annual Accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto departures if any;

ii. appropriate accounting policies have been selected and applied consistently andsuch judgments and estimates have been made that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2019 and ofthe profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken 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;

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

v. proper internal financial controls are laid down and such internal financialcontrols are adequate and operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.

18. STATUTORY AUDIT

R Soni & Co. Chartered Accountants Firm Registration No. (FRN No. 130349W) isthe Statutory Auditor of the Company appointed at the AGM held in the year 2017 for aperiod of five years till the conclusion of the AGM of the Company to be held in the year2022.

There is no audit qualification reservation or adverse remark for the financial yearunder review.

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 a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure - II and forms an integral part of thisreport.

There is no audit qualification reservation or adverse remark for the financial yearunder review.

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 2019-20 to conductthe internal audit and to ensure adequacy of the Internal controls adherence to Company'spolicies and ensure statutor y 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 main 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

Your Company has a Risk Management Policy adopted by the Board. Periodical in-houserisk audits were conducted to detect and mitigate the risks in a timely and effectivemanner.

Management Discussion and Analysis Report contain more details on the risk managementpracticed by the Company.

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 also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

24. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.

All employees (permanent contractual temporary trainees) are covered under thispolicy. During the year 2018-2019 no complaints were received by the Company related toSexual Harassment

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during theyear under review.

26. 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 2019 does not contain any qualificationreservation or adverse remark.

27. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety Health and Environmental (SHE)performance related to its activities products and services. Your Company is takingcontinuous steps to develop Safer Process Technologies and Unit Operations and has beeninvesting heavily in areas such as Process Automation for increased safety and reductionof human error element. Enhanced level of training on process and behavior based safetyadoption of safe & environmental friendly production process Management System isdone on a continuous basis.

The Company is committed to continuously take further steps to provide a safe andhealthy environment.

28. 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 2013read with 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 renews 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 applicable 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 applicable to the Company duringthe financial year.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report for the financial year ended March 31 2019.

30. 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 applicable securitieslaws and regulations. Actual results might differ materially from those either expressedor implied in the statement depending on the Market conditions and circumstances.

31. DISCLOSURES UNDER SECTION 134(3Hl) 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.

32. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

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

33. 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 Gupta Shankar Das Vairagi
Place: Mumbai Managing Director Director
Dated: August 13 2019 DIN: 05335662 DIN: 01869965