To The Shareholders
Your Directors have pleasure in presenting the 38thAnnual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2020.
1. Financial Results:
|Particulars ||For the Year ended on March 31 2020 ||For the Year ended on March 312019 |
|Total Income ||3250000.00 ||7550900.00 |
|Total Expenditure ||3218000.00 ||9994582.00 |
|Profit/(Loss) before taxation ||32000.00 ||(2443682.00) |
|Provision for Tax ||0 ||0 |
|Profit/(Loss) after Taxation ||32000.00 ||(2443682.00) |
To conserve the resources for business expansion your Directors have not recommendedany dividend for the financial year ended March 31 2020.
The company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
4. Share capital:
The paid-up share capital of the Company was Rs. 24315000/- (Rupees Two Crores FortyThree Lacs Fifteen Thousand only) during the year divided in to 24315000 Equity Sharesof Rs. 1/- each.during the year under review.
5. Board of Directors:
As per the provisions of 152 of the Companies Act 2013 Mrs. Jyotsna Dhiraj SosaDirector retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting. AllIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and under regulation 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
6. Board Meetings:
During the year under review 5 (Five) meetings were held. The dates of meetings are May17 2019 August 09 2019September 05 2019 November 14 2019 and February 14 2020.
7. Particulars of loans guarantees or investments:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
8. Contracts and arrangements with related parties:
During the period under review there were no contracts or arrangements made withrelated parties as defined under section 188 of the Companies Act 2013.
9. Material Changes and Commitments affecting the Financial Position of theCompany:
There have been no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of the report.
10. Internal control systems and their adequacy:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal 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 ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
11. Corporate Social Responsibility (CSR) Initiatives:
The provisions of Corporate Social Responsibilities (CSR) provided in section 135 ofthe Companies Act 2013 is not applicable to the company. Hence the company has notdeveloped and implemented any CSR initiatives.
12. Equity Shares with Differential Rights:
The Company has not issued any equity shares with deferential voting rights.
13. Director's Responsibility Statement:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed. ii. The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 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 directors have prepared the annual accounts on a going concern basis. v. The directorshad laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively. vi. The directorshad devised proper system to ensure compliance with the provisions of all applicable lawsand that such system were adequate and operating effectively.
14. Statement on Declaration given by the Independent Directors under section 149(6)ofthe Companies Act 2013:
All Independent Directors of your Company have given a declaration pursuant to Section149(7) of the Companies Act 2013 affirming compliance to the criteria of Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and that they are notdisqualified to become Directors under the Act. Based on the declaration(s) of IndependentDirectors the Board of Directors recorded its opinion that all Independent Directors areindependent of the Management and have fulfilled the conditions as specified in theCompanies Act 2013 and the Rules made thereunder.
15. Statutory Auditors:
Pursuant to provisions of section 139 of the Companies Act 2013 and the rules framedthereunder M/s. H. R. Nampurwala and Co. Chartered Accountants were appointed asstatutory auditors of the company from annual general meeting held on September 30 2015till the conclusion of annual general meeting to be held for the financial year 2019-20.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof the auditors shall be placed for ratification at every Annual General Meeting.Accordinglythe appointment of M/s. H. R. Nampurwala & Co. Chartered Accountants asstatutory auditors subject to ratification of their appointment at every annual generalmeeting."
16. 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 hasappointed Ms. Kavita Raju Joshi Practicing Company Secretary as Secretarial Auditor ofthe Company. The Secretarial Audit Report is appended to this report as Annexure 1.
17. Board's Response on Auditors Qualification Reservation or adverse remark ordisclaimer made:
There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report or by the Company Secretary in Practice in the Secretarial AuditReport.
18. Risk Management:
The Board has formed a risk management committee to frame implement and monitor therisk management plan for the Company. The committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The audit committee has additionaloversight in the area of financial risks and controls.
19. Disclosure regarding issue of Sweat equity Shares
The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.
20. Disclosure regarding Issue of Employee Stock Options :
The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture)Rules 2014.
21. Extract of Annual Return:
In pursuant to the provisions of Section 92 of the Companies Act 2013 and Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of Annual Return inform MGT-9 is annexed herewith as "Annexure 2" which forms part of thisReport.
22. Subsidiary Companies/ Associate Companies/ Join Venture:
Since the Company does not have any subsidiary / Joint Ventures / Associate Concern nofinancial position of such concern(s) are required to be included in the financialstatement.
23. Vigil Mechanism:
The Company has established a vigil mechanism and overseas through the committee thegenuine concern expressed by the employees and other Directors. The Company has alsoprovided adequate safeguard against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issue concerning the interests of co employees and Company.
24. 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 upequity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25Crores as on the last day of the previous financial year is not required to comply withthe norms of the Corporate Governance Report.:Since the paid up equity share capital ofthe company is Rs.2 43 15000 and Net Worth not exceeding Rs. 25 Crores as on financialyear ending 31st March 2020 therefore the provisions relating to theCorporate Governance report are not applicable the company.
25. Significant and Material Orders:
There are material orders passed by Regulators Courts or Tribunals impacting the goingconcern status and company's operations in future.
26. Conservation of Energy Technology Absorption and Foreign Exchange Earning AndOutgo:
In the year under review there are no manufacturing activities undertaken by thecompany. In view of the aforesaid fact there was no scope for your company to make anyeffort for energy conversation research and development and technology absorption. Hencethe particulars required to be furnished in respect of the same are not given.
Foreign Exchange Earnings: NIL Foreign Exchange Outgoes: NIL
27. Disclosures as required under Section 22 Sexual Harassment Of Women at Workplace
(Prevention Prohibition & Redressal) ACT 2013:
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-20.
No of complaints received: Nil
No of complaints disposed off: Nil
We record our gratitude to the Banks and others for their assistance and co-operationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management. .
| ||For Svarnim Trade Udyog Limited |
| ||Sd/- |
|Date: August 28 2020 ||Dhiraj Sosa |
|Place: Kolkata ||Chairman |
| ||(DIN No. 07569798) |