Your Directors have pleasure in presenting the 32nd Annual Report of the company andthe Audited Statement of accounts for the year ended March 31 2018.
1. FINANCIAL PERFORMANCE
| || ||(Amount Rs.) |
|PARTICULARS ||31st March 2018 ||31st March 2017 |
|Revenue from Operations ||- ||17706520 |
|Other Income ||240 ||- |
|Total Revenue ||240 ||17706520 |
|Other Expenses ||2467500 ||17411980 |
|EBITDA ||(2475618) ||302898 |
|Depreciation and Amortization Expense ||8358 ||8358 |
|EBIT ||(2467260) ||294540 |
|Interest and Finance Cost ||- ||- |
|EBT (before exceptional items) ||(2467260) ||294540 |
|Exceptional items ||- ||- |
|Profit before Tax ||(2467260) ||294540 |
|Taxes || || |
|i) Current Tax || ||- |
|ii) Deferred Tax ||(1604) ||(412) |
|iii) Mat Credit || ||(62000) |
|Profit (Loss) for the period ||(2465656) ||356952 |
2. REVIEW OF OPERATION:
During the financial year ended 31st March 2018 the Company has earned marginalrevenue of Rs. 240/- The Company has loss of (Rs2465656/-) during the year under reviewas compared to profit Rs. 356952/- in the previous financial year. The Board ofDirectors are exploring various business opportunities for its future Development.
Your Director regrets their inability to recommend Dividend in view of inadequacy ofProfits and carry forward losses in year under review.
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. AUDITOR & AUDITORS REPORT:
The Board of Directors has appointed M/s. Koshal & Associates CharteredAccountants (Membership No- 043746) as the Statutory Auditors of the Company for a termof five years in 29th AGM to hold office till the conclusion of the 34th AGM to be heldin the calendar year 2021 subject to ratification by members at every Annual GeneralMeeting of the Company if so required under the Law.
The Ministry of Corporate Affairs have vide its Commencement Notification dated 7thMay 2018 inter alia notified the commencement of section 40 of the Companies (Amendment)Act 2017 which omitted the proviso to sub-section (1) of section 139 of the CompaniesAct 2013 mandating the requirement of annual ratification for Auditors appointment bythe Members at every Annual General Meeting.
In appreciation of the commendable performance by the Auditors during the year theBoard has decided to discontinue the practice of obtaining annual ratification of theshareholders for appointment of Statutory Auditors.
The Auditors Report for the fiscal 2018 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014 as amended no fraud has beenreported by the Auditors of the Company where they have reasons to believe that an offenceinvolving fraud is being or has been committed against the company by officers oremployees of the company..
6. INTERNAL AUDITOR:
The Company has appointed Mr. Bhushan Adhatrao Chartered Accountants Mumbai asinternal auditor of the Company for financial year 2018-19.
7. PARTICULARS OF EMPLOYEES:
Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable since your Company has no such employees.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The constitution of board during the year is as follows:-
|S.R No ||Name ||Designation ||Date of Appointment ||Date of Cessation |
|1 ||Mr. Prabhakar Khakkhar ||Executive Director & Managing || || |
|2 ||Mr. Ganesh Shelar ||Independent Director || || |
|3 ||Ms.Amisha Dani ||Additional Director ||26.05.2018 || |
|4 ||Mr. Denish Ruparel ||Executive Director CFO ||17.08.2017 || |
|5 ||Mr. Brijesh Shah ||Independent Director ||17.08.2017 || |
|6 ||Mr. Manojkumar Ajudia ||Independent Director || ||17.08.2017 |
|7 ||Ms. Nirali Shah ||Non Executive Director || ||18.05.2018 |
A. RE-APPOINTMENT OF DIRECTOR:
Mr. Prabhakar Khakhar who retires by rotation being eligible offers himself forre-appointment at the ensuing Annual General meeting.
B. INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with criteria of Independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013.
None of the Directors of your Company is disqualified under Section 162 (2) of theCompanies Act 2013. As required by law this position is also reflected in theAuditors Report.
C. APPOINTMENT OF INDEPENDENT DIRECTOR:
The Board of Directors appointed Ms. Amisha Dani as an Additional Director at theirmeeting held on 26th May 2018. She holds office up to the date of ensuing Annual GeneralMeeting and is eligible for appointment as a Director.
D. CESSATION OF DIRECTORS:
During the F.Y. 2017-18 Mr. Manojkumar Ajudia resigned from the post of IndependentDirector on the Board of Directors of the Company w.e.f. 17.08.2017.
During the current F.Y. 2018-19 Ms. Nirali Shah resigned from the post of IndependentDirector on the Board of Directors of the Company w.e.f. 18.05.2018.
E. KEY MANAGERIAL PERSONNEL:
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.
(i) Mr. Prabhakar Khakhar Managing Director
(ii) Mr. Denish Ruparel Chief Financial Officer
Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.
10. NUMBER OF MEETINGS:
Five meetings of the Board of Directors were held during the year on the followingmentioned dates:
The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to subsection 5 of Section 134 (5) of the Companies Act 2013 the Directorsconfirm that :
a) In the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures. b) The Directors has selected such accounting policiesand applied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year review.
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities and
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
13. RELATED PARTY TRANSACTIONS:
There were no transactions done by the Company with any Related Parties during theFinancial Year 2017-18 which falls under the purview of Section 188 of the Companies Act2013.
14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not having any manufacturing activity as like a unit provision ofSection 134(3)(m) of the Company Act 2013 read with the Company (Disclosure ofparticulars in the report of Board of Directors) Rules 1988 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo is not applicable.
15. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange inflows (earnings) or outgo during the year. There areno direct exports.
16. RESEARCH & DEVELOPMENT:
No Specific Research & Development activities are being carried on by the Company.However the Company has quality Control Department to check/improve the Quality of theproducts traded.
17. AUDIT COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE AND NOMINATION &REMUNERATION COMMITTEE:
During the F.Y 2017-18 Five Audit Committee Meetings Five Stakeholder GrievanceCommittee Meetings and One Nomination and Remuneration Committee Meeting were held andthe Composition as on 31.03.2018 is as below:
Audit Committee and Stakeholder Relationship Committees consist of Mr. Ganesh Shelar Chairman Brijesh Shah and Mr. Prabhakar Khakhar as members.
Nomination and Remuneration Committee consist of Mr. Ganesh Shelar-Chairman Mr.Brijesh Shah and Ms. Nirali Shah*as members.
*Resigned w.e f 18.05.2018
18. SECRETARIAL AUDIT REPORT:
As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mr. Jaymin Modi Company Secretary as Secretarial Auditor of theCompany for the financial Year 2017-18. The Secretarial Audit Report forms part of theAnnual report as Annexure to the Boards Report.
19. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure B to the Board Report
20. STOCK EXCHANGES:
The Companys shares are listed on the following Stock Exchanges:
a) Ahmedabad Stock Exchange Limited.
b) The Bombay Stock Exchange Limited.
c) The Calcutta Stock Exchange Limited.
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE and CSE where the Companys shares are listed.
21. RISK MANAGEMENT POLICY:
The Company has formulated and adopted risk assessment and minimization framework whichhas been adopted by the Board. The Company has framed a risk management policy and testingin accordance with the laid down policy which is being carried out periodically. TheSenior Management has been having regular Meetings for reassessing the risk environmentand necessary steps are being taken to effectively mitigate the identified risks. TheBoard considers risk management to be a key business discipline designed to balance riskand reward and to protect the Group against uncertainties that could threaten theachievement of business objectives.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review is presented in aseparate section forming the part of the Annual Report.
23. CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company is notfalling within the prescribed ambit as mentioned there in. Hence Provisions with respectto Corporate Governance are not applicable to the Company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.
25. OTHER LAWS:
During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
26. PARTICULARS OF THE LOANS GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
Though the Section 186(2) makes restriction Section 186(3) empowers a Company to giveloan guarantee or provide any security or acquisition beyond the limit but subject toprior approval of members by a special resolution passed at a general meeting.
The Company in its 29th Annual General Meeting had obtained the approval of membersvide its special resolution No.8 and specified its limit.
Disclosure of particulars of loan guarantee given and security provided:
In pursuant to provisions of Section 186(4) of the Act it is duty of the Company todisclose in the Financial Statement the full particulars of the loan guarantee given andsecurity provided and its utilization.
27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.
Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support.
| ||By Order of the Board |
|Registered Office: ||For Transglobe Foods Limited |
|701/2 Sai Janak Classic 7 || |
|Near Sudhir Phadke Flyover || |
|Devidas Lane Borivali- West ||Sd/- |
|Mumbai 400103. ||Prabhakar Khakhar |
|CIN:L15400MH1986PLC255807 ||Chairman |
| ||Din: 06491642 |
|Date: 13/08/2018 || |
|Place: Mumbai || |