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Svarnim Trade Udyog Ltd.

BSE: 539911 Sector: Others
NSE: N.A. ISIN Code: INE730R01034
BSE 05:30 | 01 Jan Svarnim Trade Udyog Ltd
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Svarnim Trade Udyog Ltd. (SVARNIMTRDUD) - Director Report

Company director report


The Shareholders

Your Directors have pleasure in presenting the 36thAnnual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2018.

1. Financial Results:

Particulars For the Year ended on March 31 2018 For the Year ended on March 312017
Total Income 27336750.00 88478892.00
Total Expenditure 30266004.00 88215165.00
Profit/(Loss) before taxation (2929254) 263727.00
Provision for Tax 0 87821.30
Profit/(Loss) after Taxation (2929254) 175905.07
Balance b/f from Previous Year 175905.07 220931.80
Balance carried forward to Balance Sheet (2753348.93) 175905.07

2. Working results:

The total revenue of the company during the year has decreased from Rs. 88478892/-(Rupees Eight Crore Eighty Four Lacs Seventy Eight Thousand Eight Hundred Ninety Two Only)to Rs. 27336750/-(Rupees Two Crore Seventy Three Lacs Thirty Six Thousand Seven HundredFifty only). The profit after tax has also decreased manifold from Rs. 175905.07 to Rs.(2929254) . Your directors hope for better and increasing results in theupcoming years.

3. Dividend:

Your Directors do not recommend any dividend for the equity shareholders for thefinancial year 2017-18.

4. Deposits:

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

5. 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 24315000Equity Sharesof Rs. 1/- each. during the year under review.

6. Board of Directors:

As per the provisions of 152 of the Companies Act 2013 Mr. Dhiraj Sosa Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for the considerationof the Members of the Company at the ensuing Annual General Meeting. All IndependentDirectors have given declarations that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act 2013 and under regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

7. Board Meetings:

During the year under review 5 (Five) meetings were held. The dates of meetings are May19 2017 August 11 2017 August 28 2017 November 14 2017 and February 14 2018.

Attendance of Director at the meeting is under:

Sr. No. Name of the Director No. of Board Meeting attended
1. Mr Shrikant Kankirad 5 of 5
2. Mr. Dhiraj Sosa** 2 of 5
3. Mr. Dharmendra Singh 5 of 5
4. Bhavna Rajesh Shah 5 of 5

** Appointed w.e.f. August 16 2017.

8. 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.

9. Committees of Board:

i. Audit Committee:

In the financial year 2017-18 the Audit committee met four times. The meetings wereheld on are May 19 2017 August 11 2017 November 14 2017 and February 14 2018.

The composition of Audit Committee is under:

Sr. No. Name of the Director Category
1. Bhavna Rajesh Shah Chairman Non-Executive and Independent Director
2. Mr. Dharmendra Singh Member Non-Executive Independent Director
4. Mr. Shrikant Kankirad Member Non Independent Executive Director

Attendance of Audit Committee Members is as under:

Sr. No. Name of the Director No. of Board Meeting attended
1. Bhavna Rajesh Shah 4 of 4
2. Mr. Dharmendra Singh 4 of 4
4. Mr. Shrikant Kankirad 4 of 4

ii. Nomination & Remuneration Committee:

The composition of Nomination & Remuneration Committee is under:

Sr. No. Name of the Director Category
1. Bhavna Rajesh Shah Chairman Non-Executive and Independent Director
2. Mr. Dharmendra Singh Member Non -Executive Independent Director
3. Mr Devendra Thard Member Non-Executive Director

iii. Stakeholders / Investors Grievance Committee:

The composition of Nomination & Remuneration Committee is under:

Sr. No. Name of the Director Category
1. Bhavna Rajesh Shah Chairman Non-Executive and Independent Director
2. Mr. Dharmendra Singh Member Non-Executive Independent Director
3. Mr. Shrikant Kankirad Member Non Independent Executive Director

10. 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.

11. Material Changes and Commitments affecting the Financial Position of the Company:

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.

12. 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.

13. 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.

14. 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 them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

15. Declaration by Independent Directors:

All the Independent Directors have given declaration to the Company stating theirindependence pursuant to section 149(6) of the Companies Act 2013.

16. Board Evaluation:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The evaluation framework for assessing the performances of Directors comprisesof the following key areas:

- Attendance and participation in the meeting and timely inputs on the minutes of themeeting

- Adherence to ethical standards and code of conduct of company and disclosure ofnonindependence as and when it exists and disclosure of interest.

- Raising of valid concerns to the Board and constructive contribution to resolution ofissues at meetings.

- Interpersonal relations with other directors and management.

- Objective evaluation of Board's performance rendering independent unbiased opinion.

- Understanding of the Company and the external environment in which it operates andcontribution to strategic direction.

- The valuation involves self-evaluation by the board member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.

17. Statutory Auditors:

M/s. Niranjan S Karmarkar and Associates Chartered Accountants Mumbai with (FirmRegistration Number: 126236W) be and are hereby appointed as Statutory Auditors of theCompany to fill the casual vacancy caused by the resignation of M/s. H. R. Nampurwala andCo. Chartered Accountants for five financial years (2018-2019 to 2022-2023 and they shallconduct the Statutory Audit for the period ended 31stMarch 2019 on such remuneration asmay be approved by the Board of Directors of the Company based on the recommendation ofthe Audit Committee and reasonable out-ofpocket expenses incurred by them in connectionwith the audit of Accounts of the Company."

18. 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 Deepika Practicing Company Secretary as Secretarial Auditor of the Company.The Secretarial Audit Report is appended to this report as Annexure 1.

19. 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.

20. 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.

21. Remuneration Policy:

In accordance with the provisions of Section 178(3) of the Companies Ac! 2013theNomination and Remuneration Committee recommended the following remuneration policyrelating to the remuneration for the Directors Key Managerial Personnel andotherEmployees which was approved and adopted by the Board.

22. Remuneration to Non-Executive Directors:

Company is not paying remuneration to the non-executive directors.

23. 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 B" which forms part of this Report.

24. 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.

25. 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.

26. 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 with the norms of the Corporate GovernanceReport.:Since the paid up equity share capital of the company is Rs. 2 43 15000 andNet Worth not exceeding Rs. 25 Crores as on financial year ending 31st March2018 therefore the provisions relating to the Corporate Governance report are notapplicable the company.

27. Significant and Material Orders:

There are material orders passed by Regulators Courts or Tribunals impacting the goingconcern status and company's operations in future.

28. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

29. 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

30. Disclosure as required under Section 22 Sexual Harassment Of Women at Workplace(Prevention Prohibition & Redressal) ACT 2013:

The Company is committed to provide a safe & conducive work environment to itsemployees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide the procedurefor the redressal of complaints pertaining to sexual harassment thereby providing a safeand healthy work environment. During the year under review no case of sexual harassmentwas reported.

31. Acknowledgement

The director thanks the Company's employees customers vendors and investors for theircontinuous support. The directors are also thankful to the concerned governmentdepartments/ agencies for their co-operation. The directors appreciate and value thecontribution made by every member in the Company.

By order of the Board of Directors



Mr. Dhiraj Sosa (DIN :07893014)

Registered Office: 3-A Mangoe Lane 1st Floor Surana House Kolkata-700001.

August 29 2018