Svaraj Trading & Agencies Ltd Directors 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 Audited Financial Statements for the financial year ended March 31, 2019. The Management Discussion 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 12,567,313 11,188,407
Profit/(Loss) before taxation 18,046,545 16,329,750
Less: Tax Expense 5,020,549 4,204,911
Profit/(Loss) after tax 13,025,996 12,124,839

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

During the financial year ended on March 31, 2019, the revenue from operations stood at Rs. 12,567,313/- as compared with Rs. 11,188,407/- in the previous year. The profit before tax stood at Rs. 18,046,545/- as against profit of Rs. 16,329,750/- in the previous year. The net profit for the year 2019 stood at Rs. 13,025,996/- against profit of Rs. 12,124,839/ - reported in the previous year.

At present your Company is doing its existing line business to the optimum use of its resources and is taking the effort to improve its Earning per Share (EPS) and management has 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 change in 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 Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

5. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2019 stood at Rs. 147,500,000 (Rupees Fourteen Crores Seventy-five lakhs only). There is no change in the share capital of the Company during the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2019, the Company has no Subsidiary or Associates or Joint Venture Company. There are no companies which have become or ceased to be the Subsidiary or Associates or Joint Venture of the Company during the financial year ended on March 31, 2019.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditors 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 Act, 2013 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 in force), the extract of Annual Return in Form No. MGT-9 is annexed herewith as Annexure I to this report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Ms. Rekha Soni Director (DIN: 05335667), of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment.

• In terms of the provisions of Sections 149, 150, 152 and any other applicable provisions 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 with effect from September 28, 2019 to September 27, 2024 and whose office shall not be liable to retire by rotation."

• All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as 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 the Corporate Governance Report, appearing elsewhere as a separate section in this Annual Report.

11. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been 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 loan or guarantee or provided security, or made investment pursuant to the provisions of section 186 of the Companies Act, 2013.

13. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle 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 to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration 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 standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis- d-vis the Company.

The details of transactions entered into with the related parties are given here-in-below in form AOC- 2 in terms of the provision of section 188(1) including certain arms 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 would impact 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 Directors confirm that;

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

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

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls are adequate and operating effectively;

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

18. STATUTORY AUDIT

R Soni & Co., Chartered Accountants, Firm Registration No. (FRN No. 130349W), is the Statutory Auditor of the Company appointed at the AGM held in the year 2017 for a period of five years, till the conclusion of the AGM of the Company to be held in the year 2022.

There is no audit qualification, reservation or adverse remark for the financial year under review.

19. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed R M Mimani & Associates LLP, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - II and forms an integral part of this report.

There is no audit qualification, reservation or adverse remark for the financial year under 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 conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutor y and other compliance through periodical checks and internal audit.

22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.

During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

23. RISK MANAGEMENT

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

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

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

24. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2018-2019, no complaints were received by the Company related to Sexual Harassment

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

26. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors Certificate on Corporate Governance is set out in this Annual Report. The Auditors Certificate for the year 2019 does not contain any qualification, reservation 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 taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. Enhanced level of training on process and behavior based safety, adoption of safe & environmental friendly production process, Management System is done on a continuous basis.

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

28. STATUTORY INFORMATION

• The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.

• The information required under section 197 of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - III and IV to this report.

• The Company has not accepted or renews any deposits, within the meaning of Section 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 is not applicable to your Company for the financial year under review.

• Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

29. MANAGEMENT DISCUSSION AND ANALYSIS

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

30. CAUTIONARY STATEMENT

Statements in this Directors Report & Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results might differ materially from those either expressed or 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 which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

32. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Companys shares are listed with BSE Ltd. Your Company has paid the annual listing fees and there are no arrears.

33. APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and 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