DIRECTOR'S REPORT Dear Stakeholders, Your Directors present herewith the 30th Annual Report for the year ended 31.03.2015. FINANCIAL HIGHLIGHTS During the year under review your Company diversified into the business of real estate & commission / agency and purchases sale of commodities, bullion, etc.. Company has earned the total revenue of Rs. 27,66,910/-. Net Profit after Tax for the year under consideration is Rs. 7,50,031/-. Your Company hopes to increase its presence in the business in the coming years, which may increase the top line and also its profitability. DIVIDEND In view of the requirement of funds, your Directors do not consider it desirable to recommend any dividend in the current year. SHARE CAPITAL Authorised share capital of the Company as on 31.03.2015 is Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and the paid-up capital stands at Rs. 1,19,05,000/-. Members in their meeting/AGM held on 17th September, 2014 had approved / resolved to create, issue & allot Upto 13,00,000 (Thirteen lacs only) Equity Shares of face value of Rs. 10/- (Rupees Ten) each at a premium of Rs. 25/- per share on Preferential basis to the non-promoters to finance the business activities of the Company. During the year your company had raised the funds by allotment of only 9,43,000 equity shares of Rs.10/- each at a premium of Rs.25/-, out of the 13,00,000 shares, on preferential basis to non promoters to finance the business activities of the company. DIRECTORS AND KEY MANAGERIAL PERSON In accordance with the requirements of the Companies Act, 2013 and the Articles of Association, Mr. Deepak Sharma, Director of the Company, retires by rotation and shown his willingness for re-appointment. In accordance with the section 196, 197 read with Schedule V of Companies Act, 2013 Ms. Lalita Mittal was appointed as director on 19.07.2014 and subsequently on 08.08.2014 was nominated / designated as Whole Time Director & Chief Financial Officer. Mr. Raj Kumar Gupta and Mr. Raman Mittal were also appointed as Independent Directors w.e.f. 30.04.2014 and 02.06.2014 respectively. The Resignation of Shri M. M. Saklani and Shri Dhirendra Singh Bhandari was accepted w.e.f. 01.08.2014 & 12.01.2015, respectively. Mr. Sumit Gupta (DIN: 06911742) has been appointed as Additional Director of the Company w.e.f. 29.01.2015. Ms. Sheetal Bansal (ACS-38208) who was appointed as Company Secretary cum Compliance Officer of the Company on 29.01.2015, however she resigned from the above post effective 25.05.2015 and thereafter Board Appointed Mrs. Sonia Rani (ACS - 36984) as a Company Secretary cum Compliance Officer of the Company w.e.f. 25.05.2015. LOANS, GUARANTEES AND INVESTMENTS Company has not given any kinds of Loan, Guarantee, provided any Security and made any Investments as specified undersection 186 of Companies Act, 2013. PERFORMANCE EVALUATION OF BOARD MEMBERS With a view to improve performance and effectiveness, Board Members are now increasingly deploying board performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices. Realizing the trends and challenges, the regulators around the world have mandated board evaluations. MEETING OF THE BOARD DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to the requirements under the provisions of the Companies Act regarding the Directors' Responsibility Statement, it is hereby confirmed that: i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st, 2015 and of the profit or loss of the Company for that period. iii. The Directors had taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis. v. The director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively: and vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. PARTICULARS OF EMPLOYEES During the year under review, the company does not have any employee who is covered under this Clause. PUBLIC DEPOSITS During the year under review, your company has not invited any fixed deposits from the Public and has not accepted fixed deposits and nothing is outstanding. STATUTORY AUDITORS M/s GHOSH KHANNA & CO., Chartered Accountants, FRN - 003366N Statutory Auditors of the Company who were appointed as statutory auditors from 29th Annual General Meeting till 33th Annual General Meeting, subject to ratification at every Annual General Meeting by Members. The Certificate for their eligibility has been received. SECRETARIAL AUDITOR The Board has appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed with Directors' Report. Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. AUDITORS'REPORT Auditors' Report in respect of the Financial Statements of 31.03.2015 is self Explanatory and does not warrant any further comments/explanation from the Board of Directors. LISTING OF SHARES Equity Shares of the Company are listed on Delhi Stock Exchange Limited (de-recognized by SEBI w.e.f. 19.11.2014) & Calcutta Stock Exchange Limited. Company has complied with the requirements of listing agreements during the period of review. Listing Fee stands paid to CSE for & upto-date (2015-16). Company has also filed an Application to get all of its shares Listed with Trading Approvals to Bombay Stock Exchanges Ltd and the necessary required compliances & submissions & fee payments have been made. ALTERATION OF MOA&AOA Company added / altered/ changed its Main Objects clause in the Memorandum of Association in order to bring the Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 and to enlarge its area of business operations. The Board of Directors had decided to add the Real Estate, Agency business, Education, Jewellery, etc., to the main objects clause of the Memorandum of Association. Company altered the Articles of Association and adopted New Set of Articles of Association based on Table 'F' of the Companies Act, 2013. Company has also received "Certificate of Registration of the Special Resolution Confiriming Alteration of Object Clause(s)" dated 03.11.2014 from Registrar of Companies, Shillong. SHIFTING OF REGISTERED OFFICE The registered office of the Company is presently situated in Guwahati, Assam and Corporate Office is in Delhi. Most of the shareholders of the company, business dealings & activities of the Company take place in Delhi. Further Company is into the business(es) of Real Estate, Agency, Education, Jewellery, etc., therefore it has been thought fit & proper to shift the registered office of the company from the State of Assam to Delhi for the purpose of administrative convenience, expansion, diversification, economy, etc. For aforesaid purpose a Petition has been filed to Regional Director, Shillong, for Shifting of Registered office. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO Information required to be given pursuant to this Clause are given below: A. CONSERVATION OF ENERGY The company did not use any energy during the year under review. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe & clean environment & continue to adhere to all regulatory requirements & guidelines. B. RESEARCH & DEVELOPMENT Your Company has not imported any technology for any research and development. C. TECHNOLOGY ABSORPTION Your Company has not imported any technology; however, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels. APPRECIATION Your Directors wish to place on record their deep thanks and gratitude to; a) The Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as stock exchanges & other Institutionsfortheirco-operation and continued support. b) The Shareholders & Others for the trust and confidence reposed and to the Customers for their valued patronage. c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of betterworking results during the current year. By Order of Board of Directors Swagtam Trading & Services Limited LALITA MITTAL Whole Time Director & CFO DIN: 06928783 Address: F-22, House No. 148, Sector-3, Rohini, Delhi - 110085 Date : 31.07.2015 Place : New Delhi |