Directors Report of Svaraj Trading & Agencies Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the report of the business and operations of your
Company along with the audited financial statements, for the financial year ended March 31, 2024 in
compliance with the applicable provisions of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) 2015.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company’s financial performance for the year ended March 31, 2024 is summarized below:

(In Lakhs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operation	-	-
Other Income	40.02	27.83
Total Income (Revenue)	40.02	27.83
Profit/(Loss) before taxation	5.78	(3.52)
Less: Tax Expense	6.29	4.70
Profit/(Loss) after tax	(0.51)	(8.22)

2. OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

During the financial year ended on March 31, 2024, there was total Income of Rs. 40.02 Lakhs as
compared to revenue of Rs. 27.83 Lakhs in the previous year. The profit before tax stood at Rs. 5.78
Lakhs against loss of Rs. 3.52 Lakhs in the previous year. The net loss for the year 2024 stood at
Rs.0.51 Lakhs against loss of Rs. 8.22 Lakhs 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:

During the year the Company has started new segment / business activities viz. engineering business
along with its existing business of general trading. The Company has its registered office at Mumbai.

4. DIVIDEND AND RESERVES:

After considering the financial results for the financial year 2023-24, your Directors are of the opinion
that it is prudent that no dividend be declared for the year under review.

The Company does not propose to transfer any amount to reserves.

5. SHARE CAPITAL:

The authorized share capital of the Company is Rs. 17,50,00,000 (Rupees Seventeen crores fifty Lakhs
only) comprising of 17,50,00,00 equity shares of face value of Rs. 10/- each.

The paid-up equity share capital as on March 31, 2024 stood at Rs. 14,75,00,000 (Rupees Fourteen

crore Seventy-five lac only) comprising of 14,75,00,00 equity shares. There was no change in the share
capital of the Company during the financial year ended on March 31, 2024.

The Company has not issued any equity shares with or without differential rights during the year under
review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2024, 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, 2024.

7. CONSOLIDATED FINANCIAL STATEMENTS

The Company was not required to consolidate its financial statements in terms of the provision of
Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to
the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India
(‘the SEBI’).

The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral
part of this Annual Report.

The requisite certificate from R. Soni & Company, Chartered Accountants, confirming compliance with
the conditions of Corporate Governance along with a declaration signed by CFO of the Company stating
that the Members of the Board of Directors and Senior Management have affirmed the compliance with
code of conduct of the Board of Directors and Senior Management, is attached to the report on
Corporate Governance.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2024 is available on the website of the Company at www.svarajtrading.in under Investor relations tab.

10. 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 (DIN: 05335667), Director of the Company retires by rotation at the

ensuing Annual General Meeting and being eligible, seeks re- appointment.

• Mr. Chirag Ghadoliya (DIN: 08019125) appointed as an Additional Director in the capacity of (Non¬
Executive and Independent Director) Director of the Company with effect from May 30, 2024.

• Mr. Shankar Das Vairagi (DIN: 01869965) Executive Director of the Company resigned from the
Directorship of the Company w.e.f. May 30, 2024.

• Mr. Jitendra Kavdia (DIN: 09597535) Non- Executive - Independent Director of the Company
resigned from the Directorship of the Company w.e.f. May 30, 2024.

• All Independent Directors have furnished the declarations to the Company confirming that they meet
the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b)
read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the
said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and
Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of
the ensuing AGM.

• During the year 2023-24, Mr. Mahesh Maheshwari resigned from the position of company secretary
with effect from October 31, 2023.

• Ms. Poonam Tewani has been appointed as Company Secretary & Compliance Officer with effect
from January 19, 2024

• Following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section
2(51) and Section 203 of the Act read with the Rules framed thereunder:

> Mr. Harendra Gupta : Managing Director

> Mr. Rajesh Jivanlal Purohit : Chief Financial Officer (CFO)

> Ms. Poonam Tewani : Company Secretary & Compliance Officer

11. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and
circulated in advance to the Directors of your Company. The Board of Directors of your Company met 5
(Five) times during the financial year 2023-24. The details of these Meetings are provided in the
Corporate Governance Section of the Annual Report. The maximum time gap between any two
consecutive Meetings did not exceed one hundred and twenty days.

12. BOARD COMMITTEES

The Board had constituted/re-constituted various Committees in compliance with the provisions of the
Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms
of reference/role of the Committees are taken by the Board

The details of the role and composition of these Committees, including the number of Meetings held
during the financial year and attendance at these Meetings are provided in the Corporate Governance
Section of the Annual Report.

13. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried
out an Annual Evaluation of its own performance, performance of the Independent Directors and the
working of its committees based on the evaluation criteria specified by Nomination and Remuneration
Committee for performance evaluation process of the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including, inter-alia, the structure of the
Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities,
establishment, and delineation of responsibilities to various Committees and effectiveness of Board
processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities,
adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on
aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the
management outside Board/Committee Meetings.

As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole
and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also
discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated.

14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination
and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial
Personnel and Senior Management Personnel.

The said Policy is available on the Company’s website and can be accessed by weblink
www.svarajtrading.in

15. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a
familiarization program for Independent Directors to familiarize them with their role, rights and
responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization program are explained in the Corporate Governance Report and the
same is also available on the website of the Company and can be accessed by weblink
www.svarajtrading.in.

16. INDEPENDENT DIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent
Directors of the Company are required to hold at least one meeting in a financial year without the
attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on January 19, 2024, inter-alia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company
as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non¬
Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and
the Board that is necessary for the Board to effectively and reasonably perform its duties.

17. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of
independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation
25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for
appointment/re-appointment as Independent Directors on the Board and possess the attributes of
integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) of the Companies
(Accounts) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31, 2024, 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.

19. WHISTLE BLOWERPOLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or violation of
the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink
www.svarajtrading.in

20. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and
Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia,
defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes
the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for
identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays
down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel. The Policy also provides for the criteria for determining qualifications, positive
attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company’s website and can be accessed by weblink
www.svarajtrading.in

21. 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 Company has not entered into any material related party transactions, which needs given in Form
AOC-2 in terms of the provision of section 188(1) including certain arm’s length transactions.

22. 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.

23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF
THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year to which the Financial Statements relate and
the date of this Report.

24. 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, 2024, 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, 2024 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.

25. STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and
Auditors) Rules, 2014, R Soni & Co., Chartered Accountants (Firm Registration No. (FRN No.
130349W) were appointed as the Statutory Auditors of the Company on September 23, 2022 for a
period of 5 years i.e., from the conclusion of the 42^nd AGM until the conclusion of the 47^thAGM to be
held in the year 2027.

The Auditors’ Report is unmodified i.e., it does not contain any qualification, reservation or adverse
remark

Pursuant to the recommendation of the Audit Committee and of the provisions of Section 139(8) of the
Companies Act, 2013, the Board of Directors of the Company, at its Meeting held on August 03, 2024
have approved the appointment of M/s. G R A M AND ASSOCIATES LLP, (FRN: 008850C), as
Statutory Auditors of the Company, to fill the casual vacancy caused due to resignation of M/s R Soni &
Co, till the conclusion of the ensuing 44^th Annual General Meeting, subject to the approval by the
Members.

Further the Board of Directors of the Company, on the recommendation of the Audit Committee has
recommended the re-appointment of /s. G R A M AND ASSOCIATES LLP, (FRN: 008850C), as
Statutory Auditors of the Company for a period of five years from the conclusion of ensuing 44^th Annual
General Meeting.

26. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to
report under Section 143(12) of the Act and the Rules made thereunder.

27. COST AUDIT AND COST RECORDS

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.

28. 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 - 1 and forms an integral part of this report.

The Secretarial Auditor’s observations are self-explanatory.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of
Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.

30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules’), during the year under review,
no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF
account

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used
efficiently and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorized, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by
management along with documented policies, guidelines and procedures.

Your Auditors have opined that the Company has in, all material respects, maintained adequate internal
financial controls over financial reporting and that they were operating effectively

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 2023-24 to conduct the internal audit and to
ensure adequacy of the Internal controls, adherence to Company’s policies and ensure statutory and
other compliance through periodical checks and internal audit

32. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and
complexity of its operations. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial information. The Company has adopted accounting policies, which are in line with the
Accounting Standards and the Act

33. RISK MANAGEMENT

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.

34. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination

and harassment including sexual harassment. The Company has a well formulated Policy on Prevention
and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address
issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for
the employees and all employees have access to the Policy document and are required to strictly abide
by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable
in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. During the year 2023-24, no case of Sexual Harassment was reported.

35. 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.

36. 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.

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

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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.

38. PUBLIC DEPOSITS

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.

39. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule5 (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 - 2 and 3 to this report.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to
your Company for the financial year under review.

41. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2023-24 as stipulated under SEBI (LODR),
Regulations, 2015 has annexed as Annexure -4 of this Report.

42. DISCLOSURE OF AGREEMENTS

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.

43. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the
Shareholders or elsewhere in this Annual Report, describing the Company’s objectives, projections,
estimates and expectations may constitute ‘forward looking statement’ within the meaning of applicable
laws and regulations. Actual results might differ materially from those either expressed or implied in the
statement depending on the Market conditions and circumstances.

44. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all
Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s
valued Investors and all other Business Partners, for their continued co-operation and support extended
during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company
and their continued contribution to promote its development.

By Order of the Board of Directors
For Svaraj Trading and Agencies Limited

Sd/- Sd/-

Harendra Gupta Rekha Soni

Place: Mumbai Managing Director : Director

Dated: 03^rd August , 2024 DIN: 05335662 DIN: 05335667

---

Mar 31, 2018

Dear Members,

SVARAJ TRADING AND AGENCIES LIMITED

The Directors are pleased to present the 38^thAnnual Report together with the Audited Financial Statements for the financial year ended March 31, 2018. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

[In Lacs.]

Particulars	Year ended 31st March 2018	Year ended 31st March 2017
Total Revenue	203.98	444.66
Profit/(Loss) before taxation	163.29	135.78
Less: Tax Expense	42.05	30.11
Profit/(Loss) after tax	121.24	105.67

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31, 2018, the revenue from operations stood at Rs. 2.04 crores as compared with Rs. 4.45 crores in the previous year. The profit before tax stood at Rs.1.63 crores as against profit of Rs. 1.36 crores in the previous year. The net profit for the year 2018 stood at Rs. 1.21 crores against profit of Rs. 1.06 crores 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 2017-18, 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 at March 31, 2018 stood at Rs. 147,500,000 (Rupees Fourteen Crores Seventy-five lacs 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, 2018, 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, 2018.

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 Auditor’s Certificate thereon is annexed herewith.

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return as on March 31, 2018 as prescribed under Section 92(3) of the Companies Act, 2013, read with relevant rules is attached as Annexure I and forms part of 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, Mr. Shankar Das Vairagi, Director (DIN:01869965) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

- Ms. Anita Jaiswal is appointed as the Company Secretary of the Company with effect from August 11, 2017.

- All Independent Directors had 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

During the financial year ended on March 31, 2018, five Board Meetings and five Audit Committee Meetings convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details are given in the Corporate Governance Report. The intervening gap between the meetings was with the period prescribed under the law.

A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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, 2018, 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 arm’s 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

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year financial ended on March 31, 2018, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018 and of the losses of the Company for the year ended on that date;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

18. STATUTORY AUDIT

R Soni & Co., Chartered Accountants, Firm Registration No. (FRN No. 130349W), who were appointed as Statutory Auditors of the Company at the last 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 (subject to ratification of their appointment at every AGM).

In view of Companies Amendment Act, 2017 the requirement of ratification of auditor by the members at every Annual General Meeting is now not required.

The Board accordingly, recommends ratification at the ensuing annual general meeting by shareholders of the Company till the conclusion of the AGM of the Company to be held in the year 2022.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

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, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report (Form MR-3) is annexed herewith as Annexure - II and forms an integral part of this report.

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 2018-19 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company’s policies and ensure statutory 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

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 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.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company’s policy is to actively manage its various financial risks within the framework laid down. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of goods in which it trades. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

24. 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.

25. AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor’s Certificate on Corporate Governance is set out in this Annual Report. The Auditor’s Certificate for the year 2018 does not contain any qualification, reservation or adverse remark.

26. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

27. 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 renew 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.

28. CAUTIONARY STATEMENT

Statements in this Directors’ Report & Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

29. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

30. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

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

31. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company, as there was no employee employed in the company during the year.

32. 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 Kumar Gupta Shankar Das Vairagi

Managing Director Director

DIN: 05335662 DIN: 01869965

Place: Mumbai

Dated: August 11, 2018

---

Mar 31, 2015

The Directors are pleased to present the 35thAnnual Report together with the Audited Financial Statements for the financial year ended March 31, 2015. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

[In Rs.] Particulars Year ended 31st Year ended 31st March 2015 March 2014

Total Revenue 98,448,011. 9,870,009.

Profit/(Loss) before taxation 21,094,485 8,849,340

Less: Tax Expense 4,818,832 2,839,943

Profit/(Loss) after tax 16,275,653 6,009,397

Add: Balance B/F from the previous year (61,578,338) (67,550,129)

Balance Profit / (Loss) C/F to the next year (9,743) (16,285,397)

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2015, your Company reported top-line growth of 897.45% over the previous year. The Gross revenue from operations stood at Rs. 984.48 lacs as compared with Rs. 98.70lacsin the previous year. The Profit before tax stood at Rs. 210.94 lacs as against profit of Rs. 88.49 lacs in the previous year. The Net Profit for the year stood at Rs. 162.76 lacs against profit of Rs. 60.09 lacs reported in the Previous Year.

3. CORPORATE OVERVIEW

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. OVERVIEW OF THE ECONOMY AND ANALYSIS

As per the latest GDP growth estimates, Indian economy grew by 7.4% inFY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign - wholesale price and consumer price inflation declined. Reduced inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track an improved the business outlook.

Reforms like e-auctions of coalmines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

Opportunities and Challenges

Being a major employer in India coupled with strong industry linkages with the rural economy augurs trading activities as one of the most significant sectors with an incremental growth potential. Rural economy has seen a spurt in income levels the last few years and this is the right time to promote trade and investment. Being one of the key focus sectors under the Government's ''Make in India'' campaign is a testimony to the huge growth potential the trading and investment activities. Globally, favorable trade policy reforms would also allow the trade and investment to expand its trade partners, improve its export competitiveness and contribute substantially to the nation's income.

However, the trading and investment are constrained with many challenges including rising costs (wages, inventory and interest costs), intensified competition from other low cost countries and political risk to implement the reforms like GST etc. Such issues need to be addressed to result in unlocking maximum growth potential.

5. DIVIDEND AND RESERVES

In view of the in sufficient profit your directors do not recommend any dividend. During the year under review, no amount was transferred to General Reserve.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 145,000,000 (Rupees Fourteen crores fifty lacs). There is no change in the Share Capital of the company during the financial year.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2015, the Company has no Subsidiary and Associates Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

9. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditor confirming compliance forms an integral part of this Report.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Rekha Soni Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment.

Mr. Rajeev Sharma, Mr. Heera Lal Chippa, Mr. Chaturbhuj Chauhan were appointed Non Executive Independent Director for a period of five years the 34thAnnual General Meeting held on September 26, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

14. 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).

15. 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).

16. 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 arm's length transactions:

A. 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 NA value, if any,

e. Justification for entering into such contract / arrangements/ NA transaction

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 NA required under first proviso to section 188

B. Details of contract or arrangement or transactions at arms' length basis :

a. Name(s) of the related party and nature of NA relationship

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract/arrangements/ transaction NA including the value, if any,

e. Date(s) of approval by the Board NA

f. Amount paid as advances , if any, NA

17. 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.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

19. STATUTORY AUDIT

M/s S. G. Kabra & Co., Chartered Accountants, (Firm Registration No: 104507W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re- appointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S.G. Kabra & Co., that their appointment, if made, would be in conformity with the limits specified in the said Section.

20. 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 year under review.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there-under, the Company has appointed M/s 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 included as Annexure - B and forms an integral part of this Report.

The Management comments on the qualifications in the Secretarial Audit Report as under:

The Company has not appointed Managing Director, Chief Financial Officer and Company Secretary during the financial year as required under section 203 of the Act.

These are the technical lapses and inadvertently. The Company has noted the same and appointed and designated s Managing Director and Chief Financial Officer of the e Company at its Board Meeting held on August 27, 2015. The Company is in process of the appointing Company Secretary and would be complied the requirement as soon as it find the suitable candidate.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement.

These are the technical lapses and inadvertently. The Board of Directors of the Company had adopted and implemented most of the policies as required under the various laws and listing agreement and will continue to do the same as required in term of the various laws and listing agreement from time to time to ensure compliance of the laws as suggested during the course of 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 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

During the 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.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its foreign exchange risk within the framework laid down. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of goods in which it trades. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

24. 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.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

26. 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 period under review.

The information required under Section 197of the Companies Act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company during the financial year.

The Company has not accepted 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 by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

27. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

28. 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 the 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

Harendra Kumar Gupta Shankar Das Vairagi

Managing Director Director

DIN: 05335662 DIN: 01869965



Place: Mumbai

Dated: August 27, 2015

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2014.

Financial Highlights: (Rs. in lacs)

Particulars Current Year Previous Year

Revenue from Operations 4.64 2.41

Other Income 94.06 6.60

Total Revenue 98.70 9.01

Less: Total Expenses 10.21 92.94

Profit(Loss) before Tax 88.49 (86.35)

Tax Expenses 28.40 -

Profit / (Loss) for the year 60.09 (86.35)

Dividend:

Your Directors regret their inability to recommend any Dividend for the year under review.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Management Discussion And Analysis Report:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I).

Statement Pursuant To Listing Agreement (S):

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

The Scrip code of shares of the company is 503624

The Company confirms that it has paid the Annual Listing Fees for the year 2014- 15 to BSE.

Directors:

Mr. Shankardas Vairagi will retire by rotation at the ensuing annual general meeting and, being eligible, offer himself for reappointment.

Mrs. Rekha Soni will retire by rotation at the ensuing annual general meeting and, being eligible offer, herself for reappointment.

Your Directors state that Mr. Rajeev Sharma, Mr. Heera Lal Chipa and Mr. Chatur Bhuj Chauhan who are proposed to be appointed as Independent Directors possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Your Directors recommend the appointment of Mr. Rajeev Sharma, Mr. Heera Lal Chipa and Mr. Chatur Bhuj Chauhan

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- That 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 as at 31st March, 2014 and of the profit of the Company for that period.

- That the Directors have 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.

- That the Annual Accounts for the year ended 31st March, 2014 has been prepared on a going concern basis.

Auditors:

M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as the statutory auditor in the last AGM uptil the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the Section 383Aof the Companies Act, 1956, the Certificate of compliance for all the provisions of the Companies Act 1956 by a Secretary in whole time practice has been taken on records.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure II).

Certificate from the Statutory Auditors of the company M/s S.G. Kabra & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant tot section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

Sd/- Haendra Gupta Place: Mumbai (Director) Date: 29th May 2014

---

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2013.

Financial Highlights: (Rs. in lacs)

Current Year Previous Year

Gross Profit/(Loss) (86.35) 6.00

Less: Interest 0.00 0.00

Depreciation 0.00 0.00

Provision for income Tax 0.00 0.00

Leaving a Balance (86.35) 6.00

Bal brought forward from previous year (589.14) (595.15)

Balance carried to balance sheet (675.49) (589.14)

Dividend:

In view of the losses incurred and based on the future planning your Directors regret their inability to recommend any Dividend for the year under review.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- That 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 as at 31st March, 2013 and of the profit of the Company for that period.

- That the Directors have 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.

- That the Annual Accounts for the year ended 31st March, 2013 has been prepared on a going concern basis.

Statement Pursuant To Listing Agreement (S):

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

The Scrip code of shares of the company is 503624

The listing fees for the year under review have been paid to BSE.

Directors:

Appointment of New Director

The Board of Directors, at their meeting held on the 29th March, 2013, have recommended and approved the appointment of Mr. Harendra gupta, Mr. Shankar Das Vairagi, Mrs. Rekha Soni, Mr. Rajeev Sharma & Mr. Kamlakar Star as Additional Directors of the Company, with effect from the said date, whose term of office is up to the date of this Annual General Meeting in accordance with the applicable provisions of the Articles of Association and the Companies Act, 1956. The matter of appointing them except Mr. Kamlakar Sutar, as regular director, liable to retire by rotation, appears as an Agenda item in the Notice of the 33rd Annual General Meeting.

Further the company has received notice under Sec 257 from Mr. Heera Lal Chippa & Mr. Chatur Bhuj Chauhan proposing their candidature for directorship, the matter of appointing them as Independent directors, liable to retire by rotation, appears as an agenda item in the notice of the 33rd AGM.

Resignation of Director

During the year Mr. Abirchand Shreeniwas Joshi, Mr. Vishnunarain Deviprasad Khanna & Mr. Kailashprasad Govardhanlal Maheshwari has resigned from thr directorship of the Company. The Board thanks them for their services and support rendered to the company

Auditors:

M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as the statutory auditor in the last AGM until the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. Certificate from the auditors has been received to the effect that reappointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

s/d

(Kamlakar Sutar)

Place: Mumbai (Director)

Date: 2nd Sept 2013

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Mar 31, 2012

To The Members

The Directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT together with the Audited Statement of Accounts for the year ended March 31,2012.

Financial Highlights: Rs. In Lacs Current Year Previous Year

Gross Profit/(Loss) 6.00 23.61

Less: Interest 0.00 0.00

Depreciation 0.00 0.00

Provision for Income Tax 0.00 2.83

Leaving a Balance 6.00 20.78

Balance brought forward from previous year (595.15) (615.94)

Balance carried to balance sheet (589.15) (595.15)

DIVIDEND

Your Directors do not recommend any dividend, forthe year, under review.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposit from the public.

MERGER /AMALGAMATION:

The Hon'ble High Court Bombay vide its order dated 27'" April 2012 has approved the Scheme of merger of Kamala Udyoga Ltd, a wholly owned subsidiary with the Company.

The Transferor Company i.e. Kamala Udyoga Limited is a 100% Subsidiary of the Transferee Company i.e. Svaraj Trading And Agencies Limited and it shall not issue and allot any shares to the shareholders of the Transferor Company Kamala Udyoga Limited.

INCREASE IN AUTHORISED SHARE CAPITAL

Pursuant to the approval of Scheme of Amalgamation/ Merger of Kamala Udyoga Ltd with the Company the Authorized Share Capital of the Company is increased to Rs. 1,50,00,000/- (Rupees One crores Fifty Lacs) comprising of 15,00,000 (Fifteen Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

PARTICULARS OF EMPLOYEES:

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activities the disclosure of particulars as required under section 217(1)(e) of the Companies Act, 1956 , read with the (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review:

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OFTHE COMPANIES ACT, 1956

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the financial year ended 31" March 2012, the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the financial year ended 31" March, 2012 on a 'going concern' basis.

CERTIFICATE OF COMPLIANCE:

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383A of the said Act.

LISTING /TRADING OF SHARES:

Your Company shares are listed with The Bombay Stock Exchange Limited, P.J Towers, Dalai Street, Mumbai -400001.

The Scrip code of shares of the company is 503624.

The Listing fee for the current year 2012 -2013 has been paid.

DIRECTORS

During the year Shri Rajendra Somani and Shri B K Singhi has resigned from directorship of the Company. The Board thank for their services and support rendered by them to the company.

Shri K P Maheshwari has been appointed as an additional director of the Company. Necessary resolution for his appointment as director liable to retire by rotation are incorporated in the Notice convening 32"" Annual General Meeting of the Company.

Shri V N Khanna retires by rotation and being eligible offers themselves for reappointment.

AUDITORS

The Auditors, M/s. S G Kabra & Co. Chartered Accountants, hold office until the conclusion of the Annual General Meeting and are recommended for reappointment, Certificate from the Auditors has been received to the effect that therein reappointment, it made, wouid be within the limits prescribed under section 224( 1B) of the Companies Act 1956.

FOR AND ON BEHALF OF THE BOARD

V. N. Khanna

(Director)

Adarsh Somani

(Director)

K. P. Maheshwari

(Director)

Place: Mumbai

Date: 30/05/2012

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Mar 31, 2010

The Directors have pleasure in presenting the THIRTHEITH Annual Report together with the Audited Statement of Accounts for the year ended 31st March2010.

FINANCIAL HIGHLIGHTS :

Rs. In Lacs

Current Previous

Year Year

Gross Profit (Loss) (180.72) (180.72)

Less : Interest 0.00 0.00

Depreciation 0.00 0.00 Provision for Income Tax 0.00 0.00

Leaving a Balance (180.72) (180.72)

Balance brought forward from previous year (461.96) (461.96)

Balance carried to balance Sheet (642.68) (642.68)

DIVIDENDS :

Your Directors do not recommend any dividend, for the year.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

SUBSIDIARY COMPANY :

The statement of subsidiary Company as required under section 212 of the Companies Act, 1956 as annexed hereto and form part of this report.

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

CONSOLIDATION OF ACCOUNTS:

In accordance with the Accounting Standard 21 issued by ICAI Consolidated Financial Statement forms part of this Report & accounts.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Since the Company has no manufacturing activities the disclosure of particulars as required under Section 217 (1) (e) of the Companies Act 1956, read with the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review :

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed.

i) that in the preparation of the accounts for the financial year ended 31st March2010 the applicable accounting standards have been followed

j) that the directors have selected such accounting policies and applied them consistently and made judgement and estimates that were 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 and of the profit or loss of the company for the year under review.

k) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the company and for preventing and detecting fraud and other irregularities;

l) that the directors have prepared the accounts for the financial year ended 31st March2010 on a going concern basis.

CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383 A of the said Act.

LISITING :

Your Company is listed with The Bombay Stock Exchange Limited P. J. Towers, Dalai Street, Mumbai 400 001.

DIRECTORS :

Shri V. N. Khanna & Shri Adarsh Somani Director of the Company retires by rotation under the Companys Articles of Association and is eligible for re-appointment

AUDITORS :

Members are requested to appoint Auditors for the current year and fix their remuneration, M/s. S. G. Kabra & Co.Chartered Accountants, the existing Auditors have informed their eligibility for reappointment.

QUALIFICATION BY AUDITORS

The observation of auditors in their Report on the Accounts read with relevant note is self explanatory.



For and dn behalf of the Board

RAJENDRA SOMANI

(DIRECTOR)

ADARSH SOMANI

(DIRECTOR)

V.N. KHANNA

(DIRECTOR)

Place : Mumbai

Date :2nd September2010