Director’s Report To The Members, Sindhu Trade Links Limited 1. Your directors have immense pleasure in presenting their 22nd Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2014. 2. OPERATION During the year under report, the Company extracts its major revenue from the logistics, trading of oil and lubricants and investment and finance operations. 3. KEY SUBSIDIARIES: The subsidiaries in which the shareholding of the Company is presently more than half of the share capital of the Company as per section 2(87) of the Companies Act, 2013 are: 3 HARIBHOOMICOMMUNICA TIONS PRIVA TE LIMITED (HBCPL) Introduction: Hari Bhoomi Communications Private Limited is a Private Limited Company incorporated on 08.05.2007 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company took over a running business of printing and publishing of newspaper named as "Hari Bhoomi' from M/s Sindhu Holdings Limited. Presently, the company is engaged in Publication of daily newspaper of Hindi in the State of Chhatisgarh, Madhya Pradesh, Delhi and Haryana, Bhopal under the name "Hari Bhoomi". Specialised Areas: This newspaper contains news of current events, informative articles, diverse features and advertising. It has contributed immensely in the field of media through its eye-opening articles and independent views. "Hari Bhoomi" was started initially as a Weekly in 1996 but later on in 1998 it became a Daily .It was the first Daily to be published from Rohtak(Haryana). "Hari Bhoomi" launched its first edition in Chhatisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi started its Jabalpur Edition in 2008. Very recently, Hari Bhoomi started its edition from Raigarh (Chhattisgarh) and Bhopal. Hari Bhoomi is a member of Indian Newspaper Society, Audit Bureau of Circulations (Two esteemed organisations of Newspapers/Magazines/Advertising Agencies/Advertisers) and also member of MRUC (Media Research Users Council), an organisation conducting Indian Readership Survey. % of Holding by the Company: The present authorised share capital of the company is Rs. 2,50,00,000/- divided into 25,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 2,24,00,000/- divided into 22,40,000 equity shares of Rs. 10/- each. STLL is holding 79.24% of the paid up capital of HBCPL. INDUS A UTOMOBILES PRIVA TE LIMITED (IAPL) A Private Limited Company incorporated on 31st March, 2011 by Registrar of Companies, National Capital Territory of Delhi and Haryana.The company acts from manufacturers to retailers, storers and wharehousers, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto. Present Financial Structure and % of holding of STLL The present authorised share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs.2,50,000/- divided into 25,000 equity shares of 10/- each. STLL is holding 60% of the paid up share capital of IAPL. INDUS A UTOMOTIVES PRIVA TE LIMITED(In APL) A Private Limited Company incorporated on July 05, 2013 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company acts from manufacturers to retailers, storers and wharehousers, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto. Present Financial Structure and % of holding of STLL The present authorised share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 2,50,000/- divided into 25,000 equity shares of Rs. 10/- each. STLL is holding 60% of the paid up share capital of In APL. SHYAM INDUS POWER SOLUTIONS PRIVATE LIMITED( SIPSPL) Introduction: A Private Limited Company incorporated on 24th June, 2004 by Registrar of Companies, National Capital Territory of Delhi and Haryana. It is an ISO 9001 certified project engineering, procurement, and Construction Company established in June 2004 with Registered Office /Head office in New Delhi. It has seen multifold growth since its inception. SIPSPL is a well renowned company in the Power Sector. It is known in the industry for commitment, quality & unmatched services. The strength of the company is well qualified and committed team equipped with latest technology to carry out the turnkey power project in a timely manner with innovative approach. Specialised Areas: It is presently engaged in the execution of turnkey projects of power distribution. The turnkey projects consist of getting preliminary design approved, procurement of accessories such as conductors, transformers, insulators, hardware accessories etc., construction, execution of civil work, laying of cables, installation of transformers resulting in customized infrastructure set-up as per the requirement of the utility. Beside the aforesaid projects, it provides services like meter Installation, Complete operation & maintenance of zone, System augmentation, Survey and Energy Audit, Meter Reading & Bills Distribution, GIS Mapping, Street Lighting & maintenance etc. Area of Business: The Company has its business operations in Delhi, Haryana, Punjab, Himachal Pradesh, Madhya Pradesh, Chhattisgarh , Uttar Pradesh, Kerala, Karnataka , Odisha. It is also exploring possibilities of business and ventures in other states of the country. % of Holding by the Company: The present authorized share capital of the Company is Rs. 30,00,00,000/- divided into 3,00,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 27,16,85,000/- divided into 2,71,68,500 equity shares of Rs. 10/- each. ("STLL") is holding 56.84% of the paid up capital ofSIPSPL. 4. COMPLIANCE FOR SUBSIDIARIES: Vide General Circular No.: 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs, GOI has granted a general exemption to companies from attaching the Balance Sheet, Profit and Loss Account and other documents referred to in Section 212 (1) of the Act in respect of its subsidiary companies, subject to fulfillment of the conditions mentioned therein. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any Member / Investor and the Company will make available these documents / details upon request by any Member of the Company or to any investor of its subsidiary companies who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Company's He ad Office. The Company has done required compliances as applicable on Listed Companies. 5. DIVIDEND Your Directors recommend no amount of dividend for the financial year 2013-14. 6. DIRECTORS Sh.Vir Sen Sindhu, was appointed as a Whole Time Director at the meeting of the Board of Directors held on 25th October, 2013. The resolution was placed for shareholders approval. Sh. Rudra Sen Sindhu, Director of the Company retire by rotation and being eligible, has offered himself for re-appointment. Your director recommends their re-appointment. 7. PUBLIC DEPOSITS The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 during the year under review. 8. A UDITOR 'S REPORT The Report of Auditors' on Annual Account of the company for the year ended on 31st March, 2014 is self explanatory. Hence, no explanation is required to be given. 9. AUDITOR M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi (bearing ICAI Registration No.009933N) retiring Statutory Auditors of the Company are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting (AGM) till the conclusion of the 25th AGM of the Company to be held for the financial year ended on 31st March, 2017, subject to ratification of their appointment by the members at every AGM held after the ensuing AGM . The Company has complied with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, as may be applicable, with regard to the appointment of the auditor. Your directors recommend their re-appointment as statutory auditors of the Company. 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO The provision of section 217(1) (e) of the Companies Act, 1956 is not applicable to our Company. Hence, Statement detailing the particulars required under the said section read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are not being furnished. There was no foreign exchange earnings and outgo in the company during the financial year. 11. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956 None of the employees of the Company has drawn salary in excess of the limits prescribed in the section 217(2A) of the Companies act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided. 12. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed: a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures. b) That the Directors had selected such Accounting policies and applied them consistently and made judgements 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 and of the profit or loss of the Company for that period. c) That 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 or other irregularities. d) That the Directors had prepared the Annual Accounts on a going concern basis. 13. CORPORA TE GO VERNANCE REPORT AND MANA GEMENT DISCUSSION AND ANAL YSIS STA TEMENT A detailed report on corporate governance and management discussion and analysis statement prepared in accordance with the listing agreement forms part of this report. 14. LISTING OF SHARES The Equity Shares of the Company is listed on Delhi Stock Exchange, and Bombay Stock Exchange. These shares were traded during the year under review at the Bombay Stock Exchange. The Status of Listing of shares at these Stock Exchanges is given in the Corporate Governance Report. 15. ACKNOWLEDGEMENTS Your Directors place on record their deep appreciation to the shareholders, business associates, and financial institutions at all levels for their consistent support and encouragement of the Company. The enthusiasm and benficent efforts of the employees have enabled the Company to remain at the leading- edge of the Industry. Your Directors would also like to acknowledge the constructive suggestions from the statutory auditors for ensuring the accurate and authentic compliances for the Company. By Order of the Board of Directors For Sindhu Trade Links Limited Sd/- (Satyapal Sindhu) Managing Director
Din no.-00218355 sd/- (Vir Sen Sindhu) Whole-Time Director Din No.-0034773 Place: New Delhi Dated: 21st August, 2014 |