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Transglobe Foods Ltd.

BSE: 519367 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE213P01027
BSE 00:00 | 30 Oct 284.65 -5.80
(-2.00%)
OPEN

284.65

HIGH

284.65

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284.65

NSE 05:30 | 01 Jan Transglobe Foods Ltd
OPEN 284.65
PREVIOUS CLOSE 290.45
VOLUME 633
52-Week high 302.25
52-Week low 12.50
P/E 14.11
Mkt Cap.(Rs cr) 4
Buy Price 290.45
Buy Qty 1.00
Sell Price 284.65
Sell Qty 2828.00
OPEN 284.65
CLOSE 290.45
VOLUME 633
52-Week high 302.25
52-Week low 12.50
P/E 14.11
Mkt Cap.(Rs cr) 4
Buy Price 290.45
Buy Qty 1.00
Sell Price 284.65
Sell Qty 2828.00

Transglobe Foods Ltd. (TRANSGLOBEFOODS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 33rd Annual Report of thecompany and the Audited Statement of accounts for the year ended March 31 2019.

1. FINANCIAL PERFORMANCE

(Amount Rs.)

PARTICULARS 31st March 2019 31st March 2018
Revenue from Operations -
Other Income 144 240
Total Revenue 144 240
Other Expenses 1943495 2467500
EBITDA (1951709) (2475618)
Depreciation and Amortization 8358 8358
Expense
EBIT (1943351) (2467260)
Interest and Finance Cost - -
EBT (before exceptional items) (1943351) (2467260)
Exceptional items - -
Profit before Tax (1943351) (2467260)
Taxes
i) Current Tax
ii) Deferred Tax (2609) (1604)
iii) Mat Credit
Profit (Loss) for the period (1945960) (2465656)

2. REVIEW OF OPERATION:

During the financial year ended 31st March 2019 the Company has earned marginalrevenue of Rs. 144/- The Company has loss of (Rs 1945960/-) during the year. The Boardof Directors are exploring various business opportunities for its future Development.

3. SHARE CAPITAL:-

The Authorized Share Capital of the company is Rs 40000000 divided into 4000000Equity Shares of Rs 10/- each whereas the Issued Subscribed and Paid Up Share Capital ofthe company including the share forfeited is Rs 31743000

4. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy ofProfits and carry forward losses in year under review.

5. 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.

6. 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 34thAGM to be held in the calendar year 2021 subject to ratification by members at everyAnnual General Meeting 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 2019 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 CONTROL SYSTEM AND ITS ADEQUACY:

The Board of Directors are satisfied with the adequacy of the internal control systemin force in all its major areas of operations of the Company. The Company has an externalfirm of Chartered Accountants as Internal Auditors to observe the Internal Controlswhether the work flows of organization is being done through the approved policies of theCompany and similar matters. Internal Auditors present its report to the Audit Committee.The audit committee assists the board of directors in monitoring the integrity of thefinancial statements and the reservations if any expressed by the company’sauditors including the financial internal and secretarial auditors and based on theirinputs the board is of the opinion that the company’s internal controls are adequateand effective.

8. INTERNAL AUDITOR:

The Company has appointed Mr. Bhushan Adhatrao Chartered Accountants Mumbai asinternal auditor of the Company for financial year 2019-20.

9. 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.

10. 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 04/04/2019
3. Mr. Hardik Poriya Additional Director 04/04/2019
( Independent Director)
4. Ms.Amisha Dani Independent Director
5. Mr. Denish Ruparel Executive Director _ CFO
6. Mr. Brijesh Shah Independent Director
7. Ms. Suman Jhakal Company Secretary 09/05/2019
8. Ms. Jyoti Yadav Company Secretary 10/05/2019

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 isdisqualified under Section 162 (2) of the Companies Act

2013. As required by law this position is also reflected in the Auditors’ Report.

C. APPOINTMENT OF INDEPENDENT DIRECTOR:

The Board of Directors appointed Mr. Hardik Poriya as an Additional Director at theirmeeting held on 04th April 2019. He holds office up to the date of ensuingAnnual General Meeting and is eligible for appointment as a Director.

D. CESSATION OF DIRECTORS:

The Board of Directors approved the resignation of Mr .Ganesh Shelar as an IndependentDirector on 04th April 2019. The Board placed on record its appreciation forthe assistance and guidance provided by the Directors during their tenure as Director ofthe Company.

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 FinancialOfficer

(iii) Ms. Jyoti Yadav Company Secretary & Compliance Officer appointed w.e.f10/05/2019 *

*Ms. Suman Jhakal has resigned from the post of Company Secretary & ComplianceOfficer w.e.f 09/05/2019

11. SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

12. NUMBER OF MEETINGS:

Five meetings of the Board of Directors were held during the year on the followingmentioned dates:

13. 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.

14 . DIRECTOR‘S 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.

15. 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.

16. 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.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There areno direct exports.

18. 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

19. AUDIT COMMITTEE STAKEHOLDER’S RELATIONSHIP COMMITTEE AND NOMINATION &REMUNERATION COMMITTEE:

During the F.Y 2018-19 Four Audit Committee Meetings Four Stakeholder GrievanceCommittee Meetings and One Nomination and Remuneration

Committee Meeting were held and the Composition as on 31.03.2019 is as below:

Audit Committee shall consist of:-

DIRECTOR DESIGNATION
Mr. Ganesh Shelar Chairman
Mr. Brijesh Shah Member
Mr. Prabhakar Khakhar Member

Stakeholder Relationship Committee shall consist of:-

DIRECTOR DESIGNATION
Mr. Ganesh Shelar Chairman
Mr. Brijesh Shah Member
Mr. Prabhakar Khakhar Member

Nomination and Remuneration Committee shall consist of:-

DIRECTOR DESIGNATION
Mr. Ganesh Shelar Chairman
Mr. Brijesh Shah Member
Ms Amsiha Dani Member

20. 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 2018-19. The Secretarial Audit Report forms part of theAnnual report as Annexure to the Board’s Report. This report contains no reservationsor qualifications adverse remark or disclaimer.

21. 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

22. STOCK EXCHANGES:

The Company’s shares are listed on the following Stock Exchanges:

a) The Bombay Stock Exchange Limited. b) The Calcutta Stock Exchange Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE and CSE where the

Company’s shares are listed.

23. 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.

24. 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.

25. 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.

26. 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.

27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

Your Company strongly believes in providing a safe and harassment-free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to provide anenvironment to all its employees that is free from discrimination and harassmentincluding sexual harassment. There is no woman employee in the company. However thecompany has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention prohibition and redressal) Act 2013.During the year ended 31st March 2019 no complaint pertaining to sexual harassment wasreceived by the Company

28. 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.

29. 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 ofmembers vide 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.

30. 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.

31. ACKNOWLEDGEMENTS:

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
Shop no .605 Bldg No.3-115
Sai Janak Classic Devidas Lane
Borivali (west) Mumbai 400103 Prabhakar Khakhar
CIN:L15400MH1986PLC255807 Managing Director
DIN: 06491642
Date: 14/08/2019
Place: Mumbai

ANNEXURE ‘A’ TO DIRECTORS’ REPORT

RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

A Research & Development

1. Future plan of action

The Company is taking necessary steps for the revival of operations.

B. Technology absorption:

1. Efforts in brief made towards technology absorption adoption and innovation.

No new technology was introduced during the Year ended 2018-19.

2. Benefits derived as a result of the above efforts.

Nil.

3. In case of imported technology (imported during the last 5 years reckoned from thebeginning of the financial year):

C. Foreign Exchange Earnings and Outgo: Nil

1. Earning- FOB value of Exports: Nil

2. Outgo- CIF Value of Imports Nil

Registered Office: By Order of the Board
Shop no .605 Bldg No.3-115 For Transglobe Foods Limited
Sai Janak Classic Devidas Lane
Borivali (west) Mumbai 400103 Prabhakar Khakhar
CIN:L15400MH1986PLC255807 Managing Director
Date: 14/08/2019 DIN: 06491642
Place: Mumbai

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