effingo textile & trading limited

EFFINGO TEXTILE & TRADING LIMITED

29th ANNUAL REPORT

FOR THE YEAR ENDED

31ST MARCH, 2014

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EFFINGO TEXTILE & TRADING LIMITED

DIRECTORS: Ms. Priya Raval- MD & CEO

Mr. Gaurav Bahety- Chairman & CFO Mr. Manish Jain- Independent Director Mr. Anil Tondon - Independent Director

Mr. Rajendra Prasad Gogawat - Independent Director

BANKERS:

AXIS BANK LTD

AUDITORS:

M/S S.B.JAJOO & CO.

Chartered Accountants

REGISTERED OFFICE: 502, Arcadia Building,195. Ncpa Marg, Nariman Point,

Mumbai – 400021

REGISTRAR AND SHARE TRANSFER AGENT Abhipra Capital Ltd , (bm-1),

A-387, Abhipra Complex, Dilkhush Industrial Area,

G. T. Karnal Road, Azadpur,Delhi, Delhi -110033

Tele. 011 -42390725 Fax: 011-42390830.

E-Mail: [email protected]

LISTING

The Bombay Stock Exchange Ltd

mailto:[email protected]

EFFINGO TEXTILE & TRADING LIMITED 29th Annual Report

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NOTICE NOTICE is hereby given that the 29th Annual General Meeting of the members of EFFINGO TEXTILES & TRADING LIMITED will be held on, the 27th September, 2014 at 11.00 A.M.at The Maharaja Business Hotel, Kohinoor Complex, Service Road,Western Express Highway, Rawalpada, Dahisar (East), Mumbai-400068, Maharashtra to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit & Loss Account for the year ended 31st March, 2014 and Balance Sheet as at that date together with the Reports of Board of Directors and Auditors thereon.

2. To appoint as a Director in place of Mr. Gaurav Bahety, who retires by rotation, and being eligible, offers himself for reappointment.

3. To re-appoint S.B.JAJOO & CO, Chartered Accountants, as Statutory Auditors of the Company by passing following resolution:

“RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (as amended or re-enacted from time to time) read with rule no 3 of the Companies (Audit and Auditors) Rules 2014, S.B. Jajoo & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee and the Board of Directors in their respective meetings held on 12th August, 2014 be and are hereby appointed as the Statutory Auditors of the Company who shall hold office from the conclusion of this meeting till the conclusion of the fourth Annual General Meeting subject to ratification in every Annual General Meeting, with this meeting being counted as the first meeting. RESOLVED FURTHER THAT appointment of the statutory auditor shall be subject to the ratification at each annual general meeting held after forthcoming Annual General Meeting. RESOLVED FURTHER THAT any of the directors of the Company be and is hereby severally authorized to file form ADT-1 with the Registrar of Companies with the prescribed time. SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of section 149 of the Companies Act, 2013 & its schedule IV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointment and Qualifications of Directors) Rules 2014, Mr. Manish Jain be and is hereby appointed as Independent director on the Board of the Company for a period of 5 years. RESOLVED FURTHER THAT pursuant to section 149, 152,164 , 165 & 184 of the Companies Act, 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) read with rule no 8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent for appointment as director of the Company given in form no DIR-2 along with declaration that he, is not disqualified to be appointed as director in DIR-8 , meets the criteria of independence as prescribed in the Act, will abide by the code of conduct prescribed in Schedule IV to the Act and that post appointment his number of director will be within the maximum number allowed


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under the Act and disclosure of interest , as laid before the meeting and duly initialed by the chairman for purpose of identification, be and is hereby taken note off. RESOLVED FURTHER THAT pursuant to section 149 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time), any of the director of the Company be and is hereby severally authorized to sign and submit the letter of appointment to the said director, copy of which is laid before the meeting and initialed by the director for the purpose of identification. RESOLVED FURTHER THAT pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies (Appointment and Qualifications of Directors) Rules 2014, any of the director of the Company be and is hereby severally authorized to do all such acts, deeds and things to give effect to this resolution including signing, executing, submitting any application (s), document(s), letter(s) etc. and to file form no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do the necessary entries in the Register of Director and Key Managerial Personnel.

5.To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of section 149 of the Companies Act, 2013 & its schedule IV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointment and Qualifications of Directors) Rules 2014, Mr. Anil Tondon be and is hereby appointed as Independent director on the Board of the Company for a period of 5 years. RESOLVED FURTHER THAT pursuant to section 149, 152,164 , 165 & 184 of the Companies Act, 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) read with rule no 8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent for appointment as director of the Company given in form no DIR-2 along with declaration that he, is not disqualified to be appointed as director in DIR-8, meets the criteria of independence as prescribed in the Act, will abide by the code of conduct prescribed in Schedule IV to the Act and that post appointment his number of director will be within the maximum number allowed under the Act and disclosure of interest, as laid before the meeting and duly initialed by the chairman for purpose of identification, be and is hereby take note off. RESOLVED FURTHER THAT pursuant to section 149 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time), any of the director of the Company be and is hereby severally authorized to sign and submit the letter of appointment to the said director, copy of which is laid before the meeting and initialed by the director for the purpose of identification. RESOLVED FURTHER THAT pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies (Appointment and Qualifications of Directors) Rules 2014, any of the director of the Company be and is hereby severally authorized to do all such acts, deeds and things to give effect to this resolution including signing, executing, submitting any application (s), document(s), letter(s) etc. and to file form no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do the necessary entries in the Register of Director and Key Managerial Personnel.


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6.To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of section 149 of the Companies Act, 2013 & its schedule IV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointment and Qualifications of Directors) Rules 2014, Mr. Rajendra Prasad Gogawat be and is hereby appointed as Independent director on the Board of the Company for a period of 5 years. RESOLVED FURTHER THAT pursuant to section 149, 152, 164 , 165 & 184 of the Companies Act, 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) read with rule no 8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent for appointment as director of the Company given in form no DIR-2 along with declaration that he, is not disqualified to be appointed as director in DIR-8, meets the criteria of independence as prescribed in the Act, will abide by the code of conduct prescribed in Schedule IV to the Act and that post appointment his number of director will be within the maximum number allowed under the Act and disclosure of interest, as laid before the meeting and duly initialed by the chairman for purpose of identification, be and is hereby take note off. RESOLVED FURTHER THAT pursuant to section 149 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time), any of the director of the Company be and is hereby severally authorized to sign and submit the letter of appointment to the said director, copy of which is laid before the meeting and initialed by the director for the purpose of identification. RESOLVED FURTHER THAT pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies (Appointment and Qualifications of Directors) Rules 2014, any of the director of the Company be and is hereby severally authorized to do all such acts, deeds and things to give effect to this resolution including signing, executing, submitting any application (s), document(s), letter(s) etc. and to file form no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do the necessary entries in the Register of Director and Key Managerial Personnel.

7.To consider and if thought fit, to pass with or without modifications, the following, resolution as a Special Resolution:

RESOLVED THAT pursuant to provision of section 196 & 203 of the Companies Act 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders be and is hereby accorded to appoint Mr. Gaurav Bahety, as Whole Time Director in the capacity as Chairman and Chief Financial Officer as Whole time Key Managerial Personnel (KMP) of the Company with effect from 12th August, 2014 for a period of 3 years on the terms and conditions contained in the letter of appointment/ memorandum of understanding/appointment agreement, a copy of which is laid and has been initialed by the Chairman for the purpose of identification be and is hereby approved by the shareholders. Mr. Gaurav Bahety, shall perform the duties which may be performed by a KMP under the Act, and any other duties assigned to him by the Board from time to time


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RESOLVED FURTHER THAT pursuant to provision of section 196 & 197 of the Act (as amended or re-enacted from time to time) read with Schedule IV, the appointee shall be a paid a monthly remuneration of Rs. 25000, details of which are contained in the letter of appointment, a copy of which is laid and has been initialed by the Chairman for the purpose of identification RESOLVED FURTHER THAT pursuant to provision of section 170 of the Act (as amended or re-enacted from time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, the appointee is directed to furnish the information to be entered in the Register of directors and key managerial personnel and any of the Director of the Company be and is hereby severally authorized to do the necessary entries in the register and authenticate them. RESOLVED FURTHER THAT pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 and rule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, any of the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12, MGT-14 & MR-1 with the Registrar within the prescribed time with necessary fees.

8.To consider and if thought fit, to pass with or without modifications, the following, resolution as a Special Resolution:

RESOLVED THAT pursuant to provision of section 196 & 203 of the Companies Act 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders be and is hereby accorded to appoint Ms. Priya Rawal, as the Whole time Director in the capacity as Managing Director and Chief Executive Officer as Whole time Key Managerial Personnel (KMP) of the Company with effect from 12th August, 2014 for a period of 3 years on the terms and conditions contained in the letter of appointment/ memorandum of understanding/appointment agreement, a copy of which is laid and has been initialed by the Chairman for the purpose of identification be and is hereby approved by the shareholders. Ms. Priya Rawal, shall perform the duties which may be performed by a KMP under the Act, and any other duties assigned to her by the Board from time to time RESOLVED FURTHER THAT pursuant to provision of section 196 & 197 of the Act (as amended or re-enacted from time to time) read with Schedule IV, the appointee shall be a paid a monthly remuneration of Rs. 25000, details of which are contained in the letter of appointment, a copy of which is laid and has been initialed by the Chairman for the purpose of identification. RESOLVED FURTHER THAT pursuant to provision of section 170 of the Act (as amended or re-enacted from time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, the appointee is directed to furnish the information to be entered in the Register of directors and key managerial personnel and any of the Director of the


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Company be and is hereby severally authorized to do the necessary entries in the register and authenticate them. RESOLVED FURTHER THAT pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 and rule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, any of the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12, MGT-14 & MR 1 with the Registrar within the prescribed time with necessary fees.

9. To consider and if thought fit, to pass with or without modifications, the following, resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013 (as

amended or re-enacted from time to time), existing Articles of Association be replaced with new set

of Articles of Association in pursuance to the Table F of the Companies Act 2013 and other

provisions as applicable to the Company as laid before the meeting, duly initialed by the Chairman

for the purpose of identification be and is here adopted.

RESOLVED FURTHER THAT pursuant to rule no 24 of the Companies (Management and

Administration) Rules 2014, any of the Director of the Company be and is hereby authorized to do

all such acts, deeds and things to give effect to this resolution and to do file form no MGT-14 with

the Registrar of Companies within the prescribed time and fees.

Registered Office: 502, Arcadia Building, 195. Ncpa Marg, Nariman Point, Mumbai - 400021 Maharashtra Dated 12th August, 2014

By Order of the Board of Directors For EFFINGO TEXTILES & TRADING LIMITED. Sd/- Priya Rawal Din: 05108446 Director


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Notes:

1. Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll in the meeting instead of himself and the proxy need not to be a member.

2. The instrument appointing a proxy must be deposited with the Company at its Registered Office not less than 48 hours before the meeting.

3. A person can act as proxy on behalf of Members not exceeding fifty in number and holding in aggregate not more than ten per cent of the total share capital of the Company carrying voting rights. In case of a Member holding more than ten per cent of the total share capital of the Company carrying voting rights, such a Member may appoint a single person as proxy, who however shall not act as proxy for any other person or shareholder.

4. Members / Proxies should bring the Attendance Slip duly filled in and signed for attending the meeting. Corporate Members intending to send their authorized representatives are requested to send duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the ensuing Annual General Meeting so as to reach the Company on or before 27th September, 2014.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. Shareholders seeking any information with regard to accounts are requested to write to the Company at least seven days in advance so as to enable the Company to keep the information ready.

7. Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rules thereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights, may appoint a single person as proxy, who shall not act as a proxy for any other member.

8. The register of members and share transfer books of the company will remain closed from the 24th September, 2014 to the 27th September, 2014 (both days inclusive) for the purpose of annual general meeting.

9. Members are requested to notify immediately any change in their address to the Company’s Registrar and Transfer Agents viz., Abhipra Capital Ltd ,(BM-1), A-387, Abhipra Complex, Dilkhush Industrial Area, G. T. Karnal Road, Azadpur, Delhi, 110033. Tele. 011 - 42390725. Fax: 011-42390830. E-mail: [email protected]

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

11. Shareholders who are still holding physical share certificate(s) are advised to dematerialize their shareholding to avail the benefits of dematerialization.



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12. The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai, Sir. P. J. Towers, Dalal Street, Mumbai. The listing fee upto March 2015 has been paid by the Company. The ISIN No. of the Company is: INE907N01029.

13. As part of the Companies (Management and Administration) Rules, 2014 Companies are allowed to send official documents through electronic mode. We, therefore, appeal to the members to register their name in getting the said documents in electronic mode and to record/ intimate changes therein by sending an email giving their Registered Folio No. and/or DP Id/Client Id to the dedicated e mail address at [email protected]

14. Statement to be annexed to the notice calling General Meeting forms part of the notice pursuant to section 102 of the Companies Act, 2013 read with Commencement Notification of Companies Act 2013 dated 12th September 2013.

15. As required by Clause 49 of the Listing Agreement, the particulars of Directors who are proposed to be appointed are given below:

Name Mr. Gaurav Bahety

Ms. Priya Rawal

Mr. Manish Jain

Mr. Anil Tondon

Mr. Rajendra Prasad

Gogawat Age 24 42 41 54 64 Qualification

B.Com M.Com B.com B.com B.com

Nature of Expertise

Account &

Finance

Marketing &

Business Developm

ent

Human Resources Department

Legal Compliance

Taxation Department

Experience 3 17 20 28 40 Name of the Companies in which also holds Directorship

N.A N.A Cotsyn worldwide

Limited

1 Priority Intra Commercial Ltd

2 Inder Overseas

Private Limited 3 Arihant

Exports Limited 4nityanand Exports And Consultants Company Limited 4 Vigar

Enterprises Limited

5 Cotsyn Worldwide

limited

Arihant Exports Limited



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Name of the Companies in committees of which also holds Membership/ Chairmanship

NA NA NA NA NA

Shareholding in the company N.A N.A N.A N.A N.A

*Excluding private, foreign and companies registered under Section 25 of the Companies Act, 1956.

10. E-voting:

1. Voting through electronic means: (i) According to section 108 of Companies Act, 2013, read with Rule 20 of Companies (Management and Administration) Rules, 2014 e-voting is mandatory for all listed Companies or Companies having Shareholders not less than one thousand. (ii)In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (I) Limited (CDSL): (iii) A member may exercise his vote at any general meeting by electronic means and company may pass any resolution by electronic voting system in accordance with the Rule 20 of the Companies (Management and Administration) Rules, 2014. (iv) During the e-voting period, members of the Company, holding shares either in physical form or dematerialized form, as on a fixed date, may cast their vote electronically. (v) The e-Voting shall remain open from 21st September, 2014 (9.00 a.m.) till 23rd September, 2014 (6.00 p.m.). (vi) *E-Voting shall be completed three days prior to the date of Annual General Meeting which is scheduled to be held on 27th September, 2014. (vii) The Board of Directors at their meeting have appointed Ms. Divya Momaya, Practicing Company Secretary as the scrutinizer for e-Voting to unblock the votes in favour or against, if any, and to report forthwith to the Chairman. The scrutinizer will be responsible to conduct e-Voting in a fair and transparent manner. (viii) Vote once casted by the member cannot be changed/altered. The instructions for e-voting are as under:

1. Log on to the e-voting website www.evotingindia.com 2. Click on “Shareholders” tab. 3. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

http://www.evotingindia.com


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4. Now Enter your User ID 5. For CDSL: 16 digits beneficiary ID, 6. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, 7. Members holding shares in Physical Form should enter Folio Number registered with the

Company. 8. Next enter the Image Verification as displayed and Click on Login. 9. If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used. 10. If you are a first time user follow the steps given below:

11. After entering these details appropriately, click on “SUBMIT” tab. 12. Members holding shares in physical form will then reach directly the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

13. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

14. Click on the EVSN for the relevant Effingo Textile & Trading Limited on which you choose to vote.

15. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

http://www.evotingindia.com


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implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

16. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. 17. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

18. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

19. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

20. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

21. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote. The voting period begins on 21st September (9.00A.M.) and ends on 23rd

September(6.00 P.M.)During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 22nd August 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is casted by the shareholder, the shareholder will not be allowed to change it subsequently.

22. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

23. The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on, August 22nd, 2014.

24. Since the Company is required to provide facility to the members to exercise their right to vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on August 22nd, 2014 and not casting their vote electronically, may cast their vote at the Annual General Meeting.

https://www.evotingindia.co.in

mailto:[email protected].


http://www.evotingindia.co.in

mailto:[email protected].


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25. The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusion of the e-Voting period unlock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

26. The Results shall be declared on or after the Annual General Meeting of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.effingotextileandtradingltd.com and on the website of CDSL within two(2) days of passing of the resolutions at the Annual General Meeting of the Company on 27th September, 2014 and communicated to the BSE Limited.

STATEMENT ANNEXED TO THE NOTICE

(Pursuant to section 102 of the Companies Act, 2013 read with Commencement Notification Of Companies Act 2013 dated 12th September 2013.) ITEM NO.4 Mr. Manish Jain was re-appointed as Independent Director in the meeting of Board of Directors on 12th August 2014 for a period of five years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Manish Jain as the qualified candidate for the post of Director and Independent Director and has recommended his appointment to the Board of Directors. The Board of Directors recommends to appoint Mr. Manish Jain as the Director vide Item No. 4. Further, the Independent Director shall not be liable to retire by rotation. The Board recommends the proposed resolution for your approval as an Ordinary resolution. Except Mr. Manish Jain, no other director is interested in the resolution. ITEM NO.5 Mr. Anil Tondon was re-appointed as Independent Director in the meeting of Board of Directors on 12th August, 2014 for a period of five years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Anil Tondon as the qualified candidate for the post of Independent Director and has recommended his appointment to the Board of Directors. The Board of Directors recommends to appoint Mr. Anil Tondon as the Independent Director. Further, the Independent Director shall not be liable to retire by rotation. The Board recommends the proposed resolution for your approval as an Ordinary resolution. Except Mr. Anil Tondon, no other director is interested in the resolution. ITEM NO.6 Mr. Rajendra Prasad Gogawat was re-appointed as Independent Director in the meeting of Board of Directors on 12th August, 2014 for a period of five years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Rajendra Prasad Gogawat as the qualified candidate for the post of Independent Director and has recommended his appointment to the Board of Directors. The Board of Directors recommends to appoint Mr. Rajendra Prasad Gogawat as the Independent Director. Further, the Independent Director shall not be liable to retire by rotation. The Board recommends the proposed resolution for your approval as an Ordinary resolution. Except Mr. Rajendra Prasad Gogawat, no other director is interested in the resolution.

http://www.effingotextileandtradingltd.com


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ITEM NO.7 Mr. Gaurav Bahety was re-appointed as Chairman and Chief Financial Officer in the meeting of Board of Directors on 12th August 2014 for a period of 3 years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Gaurav Bahety as the qualified candidate for the post of Chairman and Chief Financial Officer and has recommended his appointment to the Board of Directors. The Board of Directors recommends to appoint Mr. Gaurav Bahety as the Chairman and Chief Financial Officer on the terms and conditions as set out in his appointment letter and as mutually agreed between the appointee and the Company. The Board is hopeful that vast experience of Mr. Gaurav Bahety will benefit the Company to achieve higher results and overall growth of the Company. The Board recommends the proposed resolution No. 7 for your approval as an Ordinary resolution & Resolution No. 7 as Special Resolution except Mr. Gaurav Bahety, no other director is interested in the resolution. ITEM NO.8 Ms. Priya Rawal was re-appointed as Managing Director and Chief Executive Officer in the meeting of Board of Directors on 12th August, 2014 for a period of 3 years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Ms. Priya Rawal as the qualified candidate for the post of Managing director and CEO and has recommended her appointment to the Board of Directors. The Board of Directors recommends to appoint Ms. Priya Rawal as the Managing Director and CEO on the terms and conditions as set out in his appointment letter and as mutually agreed between the appointee and the Company. Further, this would also comply with the provision of appointing woman director on the Board of the Company. The Board is hopeful that vast experience of Ms. Priya Rawal will benefit the Company to achieve higher results and overall growth of the Company. The Board recommends the proposed resolution No. 8 for your approval as an Ordinary resolution & Resolution No. 8 as Special Resolution. Except Ms. Priya Rawal, no other director is interested in the resolution. ITEM NO.9 In terms of the Commencement of the Companies Act 2013 w.e.f. 1st April 2014, the company considers its prudent to replace the existing Articles of Association in its entirety by a new set of Articles of Association in terms of Table F and other applicable provisions of the Companies Act 2013. Pursuant to the provisions of section 14 of the Companies Act, 2013, amendment of Articles of Association required approval of shareholders by way of special resolution. Accordingly, the consent of the shareholders is being sought pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act 2013 read with applicable Rules made there under. None of the other directors are, in any way, concerned or interested in this resolution. The copy of the Altered Articles of Association is available for inspection at the Registered Office of the


[2013-14] Page 13

Company during business hours on working days from 11.00 AM till 1.00 PM till the date of the Annual General Meeting. The Board therefore, submits the resolution for your consideration and recommends it to be passed as a special resolution. Registered Office: 502, 195, Arcadia Building, NCPA Marg, Nariman Point , Mumbai - 400021 Maharashtra.

By Order of the Board of Directors Effingo Textile & Trading Limited.

Sd/- Priya Rawal DIN: 05108446 Director


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DIRECTORS’ REPORT

We have pleasure in presenting the 29th Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2014. A summary of the financial results is given below. The performance of the Company during the year improved robustly compared to that of the last year. This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years. FINANCIAL POSITION: (Amount in Lack)

PARTICULARS 2013 – 2014 2012 – 2013 Rupees Rupees

Gross Receipt/Other Income 2109.39 471.46

The Profit/(Loss) for the year before Tax 64.40 4.83

Provision for Tax 20.00 1.50

Net Profit/ (Loss ) for the year 44.40 3.33

Balance brought forward from previous year (55.52) (58.85)

Add:-Addition During period 44.40 3.33 Add:- Excess Provision of Income Tax 1.40 ---- Balance carried forward (9.72) (55.52)

OPERATIONS DURING THE YEAR: The operations of the Company for the year under review have resulted in the gross profit of Rs. 64.40/- as against Rs. 4.83/- in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 44.40/- as against Rs. 3.33/- in the previous year. During the year under review, the company underwent subdivision of share from nominal value of the Equity shares is Rs.10/- each to nominal value of equity shares of Rs.1/- each pursuant to shareholders Approval vide special resolution passed in the Annual General Meeting held on 27th September, 2013. FUTURE OUTLOOK: Following the NDA (National Democratic Alliance) victory in the recently concluded general elections, expectations are now exceptionally high from the new Government with regards to reforms and governance. The clear electoral mandate given to a single party reduces political uncertainty and raises the potential for economic policy reform. The budget document has given the right signals especially with respect to subsidy policy and overall fiscal stance. The Company looks forward to the future with confidence and optimism.


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SHARE CAPITAL In order to improve the liquidity of the Company’s shares in the stock market and to make it affordable to the small investors, the company sub-divided the nominal value of the equity portion of the authorized share capital of the Company and the Company restructured its capital by Increasing the Authorized Share Capital and also with the preferential allotments the Company obtained fresh infusion of funds for the further expansion plans of the Company. DEPOSITORY SYSTEM: The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). DIVIDEND: Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources they do not propose any dividend for the year ended 31st March, 2014. DIRECTOR’S RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profits of the company for the said year.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts have been prepared on a “going concern basis”. PARTICULARS OF EMPLOYEES: Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year. STATEMENT UNDER SECTION 217(I) (e): Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy. b) i) The Company is not required to make provision for research and development

expenditure. ii) The Company has no activity relating to technology absorption, adoption and innovation. c) The Company has no activity relating to foreign exchange earnings and outgo.


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BOARD OF DIRECTORS: In view of the provisions of the Companies Act, 2013, read with the provisions of the Listing Agreement, one-half of the directors on the Board of the Company are required to be independent directors. The independent directors are not to be considered for the purpose of determining the directors liable to retire by rotation. Three of the existing directors, viz. Mr. Manish Jain, Mr. Anil Tondon and Mr. Rajendra Prasad Gogawat are Independent Directors. One-third of the remaining directors, are liable to retire by rotation. Accordingly, Mr. Gaurav Bahety will be retiring at the ensuing Annual General Meeting and being eligible, offers himself for being re-elected. So far as the above-referred tree independent directors are concerned, at the ensuing Annual General Meeting of the Company they would be appointed as the independent directors of the Company for a term of five consecutive years commencing from the date of the said meeting. Also the Company proposes to appoint Ms. Priya Rawal as the Managing Director and Chief Executive officer of the Company who will be treated as the Key Managerial Personnel. This will also fulfill the requirement of having a woman Director on the Board of Directors under the Companies Act, 2013. The Nomination and Remuneration Committee has identified Ms. Priya Rawal as the qualified candidate for the post of Managing Director and Chief Executive Officer of the Company and has recommended her appointment to the Board of Directors. Your Directors propose her appointment to be approved by the shareholders. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013: The Board of Directors in its meeting held on 12th August, 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held DIN

Executive Director

Mr. Gaurav Bahety Chairman Chief Financial Officer 05167731 Ms. Priya Rawal Managing Director

Chief Executive Officer 05108446

Independent Director Mr. Manish Jain Independent Director - 00107250 Mr. Anil Tondon Independent Director 00871533 Mr.Rajendra Prasad Gogawat Independent Director 02792490


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CORPORATE GOVERNANCE: The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report. Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report, Auditors Report as per the provisions of the Companies Act 1956. But as a good corporate governance practice, your Directors present hereby its Corporate Governance Report in terms of new Companies Act and New Clause 49 of the Listing Agreement which will be effective w.e.f. 1st October 2014. FIXED DEPOSITS: Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review. LISTING AGREEMENTS REQUIREMENTS: The securities of your company are listed at BSE Limited. The Company has paid listing fees for the year 2014-15. AUDITORS: M/s. S B Jajoo & Co., who are the Statutory Auditors of the Company hold office until the conclusion of the Annual General Meeting. Statutory Auditors have completed their term of one year as auditor prior to the commencement of the Companies Act 2013 and hence your Directors propose to appoint them for the term of 4 (four) more years in terms of provisions of Rule 6 of Companies (Audit and Auditors) Rules, 2014. Your Directors propose to appointment of M/s S B Jajoo & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the fifth Annual General Meeting, with this meeting being counted as the first meeting and will be subject to ratification in every annual general meeting till the fifth such meeting by way of passing of an ordinary resolution and to fix their remuneration. Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act. SECRETARIAL & INTERNAL AUDITORS Based on recommendation received from the Audit Committee, the Board of Directors at their meeting held on 12th August, 2014 appointed M/s D.S. Momaya & Co., Company Secretaries, Mumbai as a Secretarial Auditor of the Company under section 138 (Rule 10) of the Companies Act, 2013 for the financial year 2014-15.The Company is also in the process of appointing Internal Auditors pursuant to the provisions of Companies Act 2013.


[2013-14] Page 18

APPRECIATION: The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the company’s business. Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented. Registered Office: 502, 195, Arcadia Building, NCPA Marg, Nariman Point , Mumbai - 400021 Maharashtra.

For and on behalf of Board of Directors of Effingo Textiles & Trading Limited.

Sd/- Sd/-

Place: Mumbai Priya Rawal Director

Gaurav Bahety Director

Dated 12th August, 2014

(05108446) (05167731)


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REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is set out in compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE The Company believes in the practice of good corporate governance. A continuous process of delegation of powers commensurate with accountability, coupled with trust, faith and transparency has been embedded in the day-to-day functioning. The Company will endeavor to improve on these aspects on an ongoing basis. Company’s philosophy is to keep transparency towards all the stakeholders and Achieving transparency and professionalism in all decisions and activities of the company and Reviewing periodically the existing systems and controls for further improvements.

2. BOARD OF DIRECTORS As on 31st March, 2014, the strength of the Board is Five Directors. The Board comprises of Executive and Non-Executive Directors. The Company has a broad based Board comprising more than 50% Non-Executive Independent Directors. The Non-Executive Directors brings in a wide range of skill and experience to the Board. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, with the stock exchange. Further, in terms of the provisions of section 203 of the Companies Act 2013, the Company has also designated its Board of Directors in the category of Key Managerial Personnel based on their expertise and roles and responsibilities in the Company assigned to them by the Board of Directors. Name of Director Designation Date of

Appointment KMP* position held

Mr. Gaurav Bahety Executive Chairman 12th August 2014 Chief Financial Officer Ms. Priya Rawal Managing Director 12th August 2014 Chief Executive Officer Mr. Manish Jain Independent Director 12th August 2014 - Mr. Anil Tondon Independent Director 12th August 2014 - Mr.RajendraPrasad Gogawat

Independent Director 12th August 2014 -

*KMP- Key Managerial Personnel in terms of section 203 of the Companies Act 2013. Attendance of each Director at the Board Meeting and the last AGM

The members of the Board have been provided with the requisite information mentioned in the Listing Agreement well before the Board Meetings.


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Five Board Meetings were held in the Financial Year 2013-2014. The dates on which the said meetings were held are as follows:-

SR. NO. DATE 1st 30/05/2013 2nd 12/08/2013 3rd 31/08/2013 4th 14/11/2013 5th 12/02/2014

Details of Attendance, Number of other Companies or Committees the Director (being a Director as on the date of the Directors' Report) is a Director/Chairman. : Name of Director

Category of Directorship

No. of Board Meetings Attended

No. of Directorship in other Public Companies

No. of Committees in other public Companies (other than the Company)

Attendance at the last AGM

No. of shares held in the Company

Mr. Gaurav Bahety

Executive Chairman 3 1 NA Yes NA

Ms. Priya Rawal

Managing Director 5 NA NA Yes NA

Mr. Manish Jain Independent Director 5 1 NA Yes NA

Mr. Anil Tondon Independent Director 5 5 NA Yes NA

Mr.Rajendra Prasad Gogawat

Independent Director 2 1 NA Yes NA

3. COMMITTEES OF THE BOARD

AUDIT COMMITTEE:

i. Composition: All the members of the Audit Committee are Non-executive Independent Directors. All the

members of Audit Committee are financially literate and one member has accounting and related

financial management expertise. The Audit Committee of the Company consists of three directors

with independent directors forming a majority:


[2013-14] Page 21

Name of Director Membership Category of Directorship

No. Of Meetings Attended

Mr. Manish Jain Chairman and Member

Independent Director

4

Mr. Anil Tondon Member Independent Director 3

Mr. Rajendra Prasad Gogawat Member Independent

Director 4

The Committee meetings during the year 2013-14 which were held, are as follows:-

SR. NO. DATE 1st 30/05/2013 2nd 12/08/2013 3rd 14/11/2013 4th 12/02/2014

At the invitation of the Company, representatives from various divisions of the Company, internal auditors, and President (Corporate Finance) attended the Audit Committee meetings to respond to queries raised at the Committee meetings.

ii. Terms of Reference: Terms of reference specified by the Board which are, as follows— (i) The recommendation for appointment, remuneration and terms of appointment of auditors of the

company;

(ii) Review and monitor the auditor’s independence and performance, and effectiveness of audit

process;

(iii) Examination of the financial statement and the auditors’ report thereon;

(iv) Approval or any subsequent modification of transactions of the company with related parties;

(v) Scrutiny of inter-corporate loans and investments;

(vi) Valuation of undertakings or assets of the company, wherever it is necessary;

(vii) Evaluation of internal financial controls and risk management systems;

(viii) Monitoring the end use of funds raised through public offers and related matters

The role of the Audit Committee shall include the following: 1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;


[2013-14] Page 22

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Disclosure of any related party transactions f. Compliance with listing and other legal requirements relating to financial statements g. Qualifications in the draft audit report 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;


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17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

B). NOMINATION AND REMUNERATION COMMITTEE:

i. Composition: The Company’s Remuneration Committee consists of following members:

Name of Director Membership Category of Directorship

No. Of Meetings Attended

Mr. Manish Jain Chairman and Member

Independent Director 1

Mr. Anil Tondon Member Independent Director 1

Mr. Rajendra Prasad Gogawat Member Independent

Director 1

Remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in accordance with the existing industry practice sitting fees paid 1000 for each meeting. The Remuneration Committee meeting was held on 31/08/2013 during the year 2013-14. Terms of Reference: 1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 2. Formulation of criteria for evaluation of Independent Directors and the Board; 3. Devising a policy on Board diversity; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report. As per the provisions of section 178 Companies Act 2013, the Board of Directors of the Company in their meeting held on 12th August 2014 have renamed the Remuneration Committee as Nomination & Remuneration Committee. This Committee as per new Act comprises of three non-executive directors and all are Independent Directors.


[2013-14] Page 24

C). STAKEHOLDERS RELATIONSHIP COMMITTEE:

i. Composition: The shareholders & Investors Grievance Committee of the Company comprises of the following

members:

ii. Terms of Reference: 1. To consider and resolve the grievances of security holders of the company.

2. To redress / resolve complaints related to transfer of shares, non-receipt of balance

sheet, non-receipt of declared dividends etc.

The Company during the year received some investors complaints through SCORES portal (SEBI

Complaints Redressal System) of Securities & Exchange Board of India (SEBI) at

www.scores.gov.in and requisite actions were taken by the Company in time. There were no share

transfers pending for registration for more than 15 days as on the said date. The Company has no

pending complaints / transfers at the close of the financial year.

On 12th August 2014 the Board also re-named the shareholders & Investors Grievance Committee

as “Stakeholders Relationship Committee” in terms of the provisions of section 178 of the

Companies Act 2013 read with revised Clause 49 of the Listing Agreement.

4. GENERAL BODY MEETING:

Details of the location of the last three AGMs & EGMs and the details of the resolution passed or to

be passed by Postal Ballot.

Name of Director Category of Directorship

Mr. Manish Jain Chairman & Member

Mr. Anil Tondon Independent Director

Mr. Rajendra Prasad Gogawat Independent Director

http://www.scores.gov.in


[2013-14] Page 25

Year Ended

AGM/ EGM

Date Place of Meeting

Time

Special Resolutions Passed

2010-11 AGM 30/09/2011

502,Arcadia Building, 195.NCPA Marg, NarimaPoint, Mumbai. Maharashtra- 400021.

12.00 NIL

2011-12 AGM 29/09/2012 12.00

NIL

2012-13 EGM 28/01/2013 11.00

1. Increase In Authorised Share Capital. 2. Consequential alterations to Memorandum and Articles of association 3. Issue of shares on Preferential basis. 4. Change of Name of the Company.

2012-13 AGM 27/09/2013

The Maharaja Business Hotel, Kohinoor Complex, Service Road, W.E.Highway, Rawalpada, Dahisar(east), Mumbai-400068.

10.00 AM

1. Sub Division Of Equity Shares 2. Alteration in Capital Clause of the Articles Of Association 3. Appointment of Ms. Priya Rawal as the Chairperson and Managing Director 4. Appointment of Mr. Gaurav Bahtey as the Executive Director

5. DISCLOSURES

(a) Subsidiary Companies The Company does not have any subsidiary as on 31st March, 2014. (b) Disclosure on Materially Significant Related Party Transactions There were no materially significant related party transactions during the financial year 2013-14, that may have potential conflict with the interest of the Company at large. The details of the related party transactions as per Accounting Standard-18 form part of Notes to Accounts.

(c) Disclosure of Accounting Treatment

The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standards.

(d) Proceeds from Public Issue/ Preferential Issue No money was raised by the Company through any public issue, rights issue, preferential issue, etc. in the last financial year.


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(e) Management Discussion and Analysis Report The Management Discussion and Analysis Report has been provided as Annexure to the Directors’ Report. (f) Profile of Directors Seeking Appointment / Re-appointment The profile of the directors seeking appointment / re-appointment forms part of Notice of AGM. (g) Details of Non-compliance with regard to Capital Market With regard to the matters related to capital market, the Company has complied with all the requirements of Listing Agreement as well as SEBI regulations. No penalties were imposed or strictures passed against the Company by the stock Exchanges, SEBI or any other Statutory authority during the last three years in this regard. (h) Details of Compliance with Mandatory Requirements and Adoption of Non-mandatory

Requirements of Clause 49 of the Listing Agreement 1. Separate posts of Chairman and CEO: The Company has one Whole-time Director on the Board whose appointment and

remuneration has been fixed by the Board in terms of a resolution passed by the members and has been further reviewed/approved by the Remuneration Committee of the Board.

The number of shares held by each director is mentioned in item notes 8 of this report. (i) Whistle Blower Policy & Vigil Mechanism: In its Endeavour to provide its Board, senior Management and employee a secure and a

fearless working environment, Company has established the "Whistle Blower Policy/ Vigil Mechanism.

The purpose of the policy is to create a fearless environment for the employees to report any instance of unethical behavior, actual or suspected fraud or violation of Company’s code of conduct or ethics policy to the Ombudsman. (Mr. Manish Jain, Independent Director of the company).

The framework of the policy strives to foster responsible and secure whistle blowing. This policy should be read in conjunction with applicable regulations & existing policies and procedures of Company. Conduct or ethics policy to the Ombudsman. (Mr. Maneesh Jain, Independent Director of the Company).

The framework of the policy strives to foster responsible and secure whistle blowing. This policy should be read in conjunction with applicable regulations & existing policies and procedures of Company. 6. MEANS OF COMMUNICATION:

The Board of Directors of the Company approves and takes on record the un-audited/audited

financial results in the Performa prescribed by the Stock Exchange within one and half month

of close of quarter/half year and announces forthwith the results to all Stock Exchange where

the shares of the Company are listed. The results, presentations and all other official news

releases are displayed at the Company’s website: www.effingotextileandtradingltd.com along

with the websites of the Stock Exchange: www.bseindia.com.

http://www.effingotextileandtradingltd.com

http://www.bseindia.com.


[2013-14] Page 27

7. GENERAL SHAREHOLDERS INFORMATION:

i Annual General Meeting Date :27th September 2014 Time :11.00 AM Address: The Maharaja Business Hotel,Kohinoor

Complex, Service Road, Western Express Highway, Rawalpada, Dahisar (East), Mumbai-400068.

ii Financial Calendar a) April to March b) 1st Quarter Results - within 45 days from the

end of the Quarter c) 2nd Quarter Results- within 45 days from the

end of the Quarter d) 3rd Quarter Results - within 45 days from the

end of the Quarter e) 4th Quarter Results - within 60 days from the

end of the Quarter iii Date of Book Closure 24th September, 2014 to the 27th September,

2014 (both days inclusive)

iv Listing on Stock Exchanges The Stock Exchange, Mumbai

v ISIN Number for CDSL/NSDL INE907N01029 vi BSE Scrip Code 512207 vii Registrar and Transfer Agents

ABHIPRA CAPITAL LTD , (Bm-1), A-387, Abhipra Complex, Dilkhush Industrial Area, G. T. Karnal Road, Azadpur,Delhi,Delhi -110033. Tele. 011 -42390725 Fax: 011-42390830. E-Mail: [email protected] Website: Www.Abhipra.Com

Registered Office 502, Arcadia Building, 195. NCPA Marg, Nariman Point, Mumbai - 400021 Maharashtra

viii. Listing of Equity Shares: The securities of your Company are listed at BSE and securities of the Company remain active at Bombay Stock Exchange Ltd. The Company has paid the listing fees for the year 2014-2015 to BSE.



[2013-14] Page 28

ix. Market Price Data: High, Low during each month during the last financial year:

Month High Low Close

13 December 83.3 52.9 84.3

14 January 107.45 88.5 105

14 February 110.25 104.25 104.25

14 March 105.5 101.75 101.75


[2013-14] Page 29

i. Buy-Back Of Shares:

There was no buy-back of shares during the year under review.

ii. Share Transfer System: All the transfer received are processed by the Share Transfer Agent Abhipra Capital Ltd , (Bm-1), A-387, Abhipra Complex, Dilkhush Industrial Area, G. T. Karnal Road, Azadpur,

Delhi -110033 Tele. 011 -42390725 Fax: 011-42390830, E-Mail: [email protected] Website: www.abhipra.com, and approved by the Board/Committee and returned well within the stipulated period from the date of receipt.

Iii.Distribution Of Shareholding As On 31/03/2014:

Distribution of Shares

No. of Shareholders

Percentage to Total No. of Shareholders

No. of Shares held

Percentage to total Share Capital

Upto 2,500 77 29.167 48,151 0.044 2,501- 5,000 01 0.379 4,400 0.004 5,001-10,000 03 1.136 29,100 0.026 10,001-20,000 20 7.576 3,01,767 0.274 20,001-30,000 23 8.712 6,00,950 0.547 30,001-40,000 13 4.924 4,55,836 0.415 40,001-50,000 13 4.924 6,38,700 0.581 50,001-1,00,000 25 9.470 20,61,748 1.875 1,00,001 & Above 89 33.712 10,58,19,348 96.234 Total 264 100 10,99,60,000 100.00

Iv.Shareholding pattern as on 31.03.2014 is as follows:

Category No. of Shares held Holding Strength % Promoters and Promoter Group 3530800 3.21% Bodies Corporate 14732839 13.40%

Any other (Clearing Members etc.) 91696361 83.39%

Total 109960000 100.00%

V.Dematerialization of shares The total equity share Capital of the Company is 10,99,60,000 as on 31st March 2014, of which

10,49,11,600 equity shares i.e. 96.79% of the total paid up equity capital are traded in electronic form. Further from total electronically traded shares 4,34,24,551 Equity shares were held in electronic form with National Securities Depository Limited (NSDL) and 6,14,87,049 Equity shares were held in electronic form with Central Depository Services (India) Limited (CDSL) and remaining 50,48,400 shares are in Physical form. All the demat requests were generally processed and confirmed within 15 days of receipt.


http://www.abhipra.com,


[2013-14] Page 30

iii. Address for correspondence:

EFFINGO TEXTILE & TRADING LIMITED 502, 195, Arcadia Building, NCPA Marg, Nariman Point , Mumbai - 400021 Maharashtra. Email: [email protected] Website:www.maltitextiles.com Shareholders correspondence may be directed to the Company’s Registrar and Share Transfer Agents whose address is given below: ABHIPRA CAPITAL LTD BM-1, A-387, Abhipra Complex, Dilkhush Industrial Area, G. T. Karnal Road, Azadpur,Delhi, Delhi, 110033 iv. Secretarial Audit Report

As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

4. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of Conduct

In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby declared that the Members of the Board of Directors of the Company have affirmed the compliance with the Code of conduct for the year ended 31st March, 2014. By Order of the Board of Directors For Effingo Textile & Trading Limited Sd/- Sd/-

Place: Mumbai Priya Rawal Gaurav Bahety Date: 12th August 2014 Director Director Din:-05108446 Din:-05167731


http://www.maltitextiles.com


[2013-14] Page 31

MANAGEMENT DISCUSSION & ANALYSIS

Your Directors are pleased to present the Management Discussion and Analysis Reports for the year ended March 31, 2014 as under:

Overview : In spite of the adverse market conditions prevailing in various businesses in which the Company operates, the overall performance of the Company during the year has marginally improved compared to that of the previous year. The global economic outlook remained uncertain and challenging with a growth of about three per cent in 2013. There were many reasons for this sluggishness including weak recovery in the US and Europe and a general economic slowdown in emerging economies like China and India. During much of 2013-14, there was no turnaround in the domestic economy in either consumption or investment as was reflected by the downward trend in both the capital and consumer goods segments. The high borrowing cost to combat inflation, coupled with lower consumption, low investment in infrastructure and other sectors of the economy were responsible for this, although agriculture and allied businesses had shown some improvement. Foreign Institutional Investors (FIIs) were record buyers of Indian debt instruments in the quarter ended March 2014, reflecting increased confidence in India’s long-term economic prospects although growth is yet to show any definite signs of emerging from a slump. The Rupee has recently strengthened against the US Dollar which might adversely affect exports from India. It is expected that the economy should grow in the coming years and the demand for and prices of cement, paper and textile products should improve which will enable the Company to regain steady or better performance. The circumstances prevailing in each of the business segments of the Company and their operations are separately discussed hereunder.

Industry Structure: Raw material costs have been increasing globally, coupled with a shortage of skilled workers. While a shift is taking place of textiles industries from China and Bangladesh to India, the industrial climate in India has also become adverse due to regular increases in input costs. Any further appreciation of the Rupee will adversely affect exports from India. Though the spinning industry has fared somewhat better those with a presence in weaving, processing or even composite businesses are facing the heat due to increases in input cost without being able to pass on such higher costs to customers as the market is simply unable to absorb the same.

Opportunities and Threat There is good scope for growth for the textile industry as India’s share in the global trade in textiles is weak compared to other countries. The free trade environment is a great opportunity for the Indian textile industry to increase its share in the global market. Chinese exports are slowing down on account of various factors inclusive of increase in domestic demand and rising costs. This is a good opportunity of which our textile industry should make use but smaller countries like Bangladesh, Sri Lanka, Pakistan, Turkey and Vietnam etc. are becoming formidable challengers. Lack of uninterrupted power, increased power costs, higher transaction costs, high cost of labour is hindering the progress. However, we are making all out efforts to cope with all these challenges by


[2013-14] Page 32

continuous efforts at cost reduction, process improvements, diversification of products and improving productivity by improving efficiencies

Business operations: The Company is engaged in the business of Textile industry. During the year under review, the industry faced various challenges due to global and economic slowdown and increasing rates of interest rates. But looking at the huge potential in India for Textile, the company is hopeful of reenter into this sector. The growth in the sector is very good and Management expects better results in forth coming year. The company has been now focusing on the Textile projects in and around the city of Mumbai. During the year, the company witnessed inflow of funds for business expansion plans of the company. Further based on this, the company has once again started its operations and the company looks forward at the future with hope and zest which will enhance shareholders value of the Company

Out Look In light of the new and vibrant management of the company and steady growth in the operations of the company and looking at the huge demand for residential as well as commercial space in Mumbai the company is hopeful of its upward performance the future growth for the benefit of its stakeholders at large.

Internal control System The company has an effective internal control environment which ensures that operation are managed efficiently and effectively, assets are safeguarded, regulatory are complied with and transactions are recorded after appropriate authorization. the Company has an adequate internal control system commensurate with the size of the company and the nature of its business which ensures that functioning of the Company is managed efficiently and effectively, assets are safeguarded, regulatory compliances are complied with and transactions are recorded after appropriate authorization. After constitution of the Audit Committee, Company is confident of that Audit Committee will ensure due internal control procedures pertaining to financial reporting and that they have disclosed to the auditors, and the Board, deficiencies in the design or operation of such internal controls, if any, which they find during their review and the steps to be recommended to the Board for rectification of these deficiencies.

Human relations Human resources have always been most valuable assets for Effingo Textiles Ltd. During the year the company has once again gained the confidence of its Human Resource as well and company constantly seeks to attract and retain the best available talent. Human resources management incorporates a process driven approach that invest regularly in the extensive training programs. The Company continued to enjoy healthy industrial relations during the year.

Forward Looking and Cautionary Statements: Management Discussion and Analysis contains forward-looking statements concerning the

Company’s future plans, strategies, and performance. These forward-looking statements are not

historical facts; rather, they represent assumptions and beliefs based on economic, financial, and

competitive data currently availableFurthermore, they are subject to a number of risks and


[2013-14] Page 33

uncertainties that, without limitation, relate to economic conditions, fierce competition in the

information service industry, customer demand, tax rules, regulations, and other factors. Readers

of this annual report are cautioned not to place undue reliance on these forward-looking

statements. The Company therefore wishes to caution readers that actual results may differ

materially.

By Order of the Board of Directors For Effingo Textile & Trading Limited Sd/- Sd/- Place: Mumbai Priya Rawal Gaurav Bahety

Date: 12th August 2014 Director Director Din:-05108446 Din:-05167731


[2013-14] Page 34

Chief Executive Officer (CEO) & Chief Financial Officer (CFO) Certificate We, Ms. Priya Rawal, Managing Director & Chief Executive Officer and Mr. Gaurav Bahety, Whole Time Director & Chief Financial Officer of Effingo Textiles & Trading Limited., to the best of our knowledge and belief hereby certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended 31st March 2014 and:

a. these statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading; b. these statements together present a true and fair view of the company’s affairs and

are in compliance with existing accounting standards, applicable laws and regulations.

b. There are no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial

reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, and steps taken or proposed to be taken to rectify these deficiencies.

d. I have indicated to the Auditors and the Audit Committee that there is:

(i) No significant change in internal control over financial reporting during the year

(ii) No significant change in accounting policies during the year under review and

(iii) No instance of any fraud in the Company in which the management has any role.

By Order of the Board of Directors

For Effingo Textile & Trading Limited Sd/- Sd/- Place: Mumbai Priya Rawal Gaurav Bahety

Date: 12th August 2014 Director Director Din:-05108446 Din:-05167731


[2013-14] Page 35

Independent Auditor’s Report

To the Members of Effingo Textile & Trading Limited (Formerly known as Malti Textile Mills Limited) Report on the Financial Statements We have audited the accompanying financial statements of Effingo Textile & Trading Limited (Formerly known as Malti Textile Mills Limited), which comprises of the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


[2013-14] Page 36

Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003(“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books. (c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt

with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow

Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For S.B. JAJOO & CO. Chartered Accountants Reg No. : 125915W

Sd/- Santosh .B. Jajoo Place : Mumbai Proprietor

Date: 30.05.2014 Mem. No. 118622


[2013-14] Page 37

Annexure to Independent Auditor’s Report

(Referred to in paragraph 7 under “Report on Other Legal and Regulatory Requirements” section of our report of even date) On the basis of such checks as we considered appropriate and according to the information and

explanation given to us during the course of our audit, we report that:

1. (a) The Company has no fixed assets and hence Para 4 (i) of Company (Audit Report)

Order,2003 is not applicable.

2. (a) As explained to us, at the end of the year there is no physical inventories. The inventories

have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of

physical verification of inventories followed by the management are reasonable and adequate in

relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally

maintaining proper records of its inventories. No material discrepancy was noticed on physical

verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our

examination of the books of account, the Company has not granted any loans, secured or

unsecured, to companies, firms or other parties listed in the register maintained under Section 301

of the Companies Act, 1956 and hence Para 4 (iii) (b), (c) & (d) of Company (Audit Report) Order,

2003 are not applicable.

(e) According to the information and explanations given to us and on the basis of our examination

of the books of account, the Company has not taken loans from companies, firms or other parties

listed in the register maintained under Section 301 of the Companies Act, 1956 and hence Para 4

(iii) (f) & (g) of Company (Audit Report) Order,2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate

internal control procedure commensurate with the size of the company and the nature of its

business, for the purchase of inventories & fixed assets and payment for expenses & for sale of

goods. During the course of our audit, no major instance of continuing failure to correct

any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and

explanations provided by the management, the particulars of contracts or arrangements referred to

in section 301 of the Act are not required to have been entered in the register required to be

maintained under that section and hence Para 4 (v) (b) Company (Audit Report) Order, 2003 are

not applicable.


[2013-14] Page 38

6. The Company has not accepted any deposits from the public covered under section 58A and

58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company did not have any

internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has

not prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the

Act, 1956. In respect of products dealt with by the company for the year under review.

9. (a) According to the records of the company, undisputed statutory dues including Income-tax

and any other statutory dues have generally been regularly deposited with the appropriate

authorities. According to the information and explanations given to us there were no outstanding

statutory dues as on March 31, 2014 for a period of more than six months from the date they

became payable.

(b) According to the information and explanations given to us, there is no amounts payable in

respect of Income-tax and any other statutory dues which have not been deposited on account of

any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the

financial year covered by our audit & immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the

management, we are of the opinion that, the Company has not defaulted in repayment of dues to a

financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans

and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision

of this clause of the Companies (Auditor’s Report) Order, 2003 (as amended) is not applicable to

the Company.

14. According to information and explanations given to us, the Company is trading in Shares,

Mutual funds & other Investments. Proper records & timely entries have been maintained in this

regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any

guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report

that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the

Balance Sheet of the Company as at March 31, 2014, we report that no funds raised on short-term

basis have been used for long-term investment by the Company.


[2013-14] Page 39

18. Based on the audit procedures performed and the information and explanations given to us by

the management, we report that the Company has not made any preferential allotment of shares to

companies or firms or parties covered in the register maintained under section 301 of the

Companies Act, 1956.

19. The Company has no outstanding debentures during the period under audit.

20. During the year the Company has not issued shares on preferential basis

21. Based on the audit procedures performed and the information and explanations given to us, we

report that no fraud on or by the Company has been noticed or reported during the year, nor have

we been informed of such case by the management.

For S B Jajoo & Co.

Chartered Accountants

Firm Reg. No.: 125915W

Sd/-

Santosh B Jajoo

Proprietor

Membership No: 118622

Place: Mumbai

Date: 30.05.2014


[2013-14] Page 40


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Note 21: Significant Accounting Policies

a. Business M/s Effingo Textile & Trading Limited is public limited listed company. The Company

operates in the business of trading in various products.

b. Basis of Accounting & Preparation of Financial Statements Preparation and presentation of financial statements of the company is disclosed as per the

revised Schedule VI notified under the Companies Act, 1956 However, it has significant

impact on presentation and disclosures made in the financial statements. The Company

has also reclassified the previous year figures in accordance with the requirements

applicable in the current year.

The financial statements have been prepared under the historical cost convention in

accordance with the generally accepted accounting principles and the provisions of the

Companies Act, 1956 as adopted consistently by the Company. Accounting policies not

stated explicitly otherwise are consistent with Generally Accepted Accounting Principles

(GAAP).

The Company generally follows mercantile system of accounting and recognize significant

items of income and expenditure on accrual basis as a going concern.

c. Use of Estimates The preparation of the financial statements in conformity with Indian GAAP requires the

management to make estimates and assumptions that affect the reported amounts of

assets and liabilities, the disclosure of contingent liabilities on the date of the financial

statements and reported amounts of revenues and expenses for the year. The

management believes that the estimates used in preparation of the financial statements are

prudent and reasonable. Future results could differ due to these estimates. Any revision to

accounting estimates is recognized prospectively in the current and future periods.

d. Dividend/Interest Income Dividend/Interest Income is credited to revenue in the year in which it accrue Income is

stated in full with the tax there on being accounted for under advance tax.

e. Investments Long term investments are stated at cost of acquisition, Provision for diminution in the

value of long term investment is made only if, such a decline is other than temporary in the

opinion of the management.


[2013-14] Page 49

f. Taxation The current Income Tax liability is calculated by the company in accordance with relevant

tax provisions and tax advices taken wherever considered necessary.

g. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized only when there is reliable estimate of present obligation on a

result of past events. Contingent liabilities are disclosed by way of notes on accounts.

Contingent assets are neither accounted nor disclosed in the financial statement due to

uncertainty of their realization.

h. Events occurring after the Balance Sheet date Events occurring after the Balance Sheet date and till the date on which the financial

statement are approved which are material in nature and indicates the need for

adjustments in the financial statements are considered and accounted.

i. Deferred Taxation

Deferred Taxation is calculated using the liability method in respect of the taxation effect

arising from all material timing differences between the accounting and tax treatment of

income & expenditure which are expected with reasonable probability to crystallize in

foreseeable future. Deferred tax is recognized in the financial statement only to the extent

of any deferred tax liability or when such benefits are reasonably expected to be realizable

in near future.

j. Earning Per share Basic earning per share is calculated by dividing the net profit for the year attributable to

equity shareholders (after deducting the redeemable preference share dividend) by the

weighted average number of equity shares outstanding during the year.

Diluted earning per share is calculated by dividing the net profit attributable to equity

shareholders (after deducting the redeemable preference share dividend) by the weighted

average number of equity shares outstanding during the year (adjusted for the effects of

dilutive options).

Note 22: Information required under Para 3 (ii) (b) of Part II of Schedule VI to the Companies Act, 1956 in respect of items traded during the year:

a. Since the Company is in the business of trading, the provisions regarding licensed and

installed capacity, as well as production & raw - material consumption are not

applicable.

b. Details of items traded –


[2013-14] Page 50

1) Cloth

Particulars Current Year Previous Year

Units

(Meters)

Amount

(Rs.)

Units

(Meters)

Amount

(Rs.)

Opening Stock NIL NIL NIL NIL

Purchases 1,729,840 202,568,566 300,107 44,145,750

Sales 1,729,840 203,469,577 300,107 45,085,000

Closing Stock NIL NIL NIL NIL

Note 23: The Company has not received any intimation from suppliers regarding their status

under the Micro, Small and Medium Enterprises Development Act, 2006 and hence

disclosures if any, relating to amounts unpaid as at the year end together with the

interest paid/payable as required under the said Act have not been given.

Note 24: In the opinion of the Board, the Current Assets Loans and Advances are not less than

the values stated if realized in the ordinary course of business. The provision for all

known liabilities are adequate and not in excess of the amount reasonably necessary.

Note 25: Deferred tax is recognized, subject to the consideration of prudence on timing

differences, being the difference between taxable income and accounting income that

originate in one period and are capable of reversal in one or more subsequent periods.

Note 26: Company has been Registered as Non Banking Finance Company with RBI vide RO

No.671.

Note 27: The balances of Current assets, Current liabilities including Sundry Debtors, Sundry

Creditors, Loans & advances, Secured & Unsecured Loan balances are subject to

confirmation.

Note 28: Related Party Disclosure

Major Shareholder Anju Jain

Director Sh. Manish Jain

Concerns where major Shareholder/Director has

substantial interest Arihant Exports Limited

Nityanand Exports & Consultants Co. Ltd.

Pasupati Acrylon Limited

Associates VMA Finance Pvt. Ltd.

MVA Finance Pvt. Ltd.


[2013-14] Page 51

Transactions with Related Parties:

Particulars Concerns over which Major

shareholder / director has

substantial interest

Associate Concern Director

Finance &

Investment

Current Year

Rs.

Previous Year

Rs.

Current Year

Rs.

Previous Year

Rs.

Current

Year

Rs.

Previous

Year

Rs.

OPENING BALANCE

A) Loan & Advance 1,31,11,431 1,31,11,431 1,03,54,500 1,03,94,500 3,50,000 3,50,000

Advance Received - - - 40,000 - -

Loan Given 52,04,000 52,04,000 - - - -

Loan Taken 79,07,431 79,07,431 1,03,54,500 1,03,54,500 3,50,000 3,50,000

B) Investment 1,15,68,150 1,16,38,350 5,000 5,000 - -

TRANSACTIONS DURING THE YEAR

Loan Taken - - - - - -

Loan Received

Back

- - - 40,000 - -

Loan/ Advances

Repaid / Adjusted

1,31,11,431 70,200 1,03,54,500 - 3,50,000 -

CLOSING BALANCE

A) Loan & Advance - 1,31,11,431 - 1,03,54,500 - 3,50,000

Advance Received - - - - - -

Loan Given - 52,04,500 - - - -

Loan Taken - 79,07,431 - 1,03,54,500 - 3,50,000

B) Investment - 1,15,68,150 - 5,000 - -

Note: Related Party relationship is as identified by the Company and relied upon by the

Auditors.


[2013-14] Page 52

Note 29: Disclosure in respect of loan/advances & investment in its own shares by the

company, its subsidiary, associates etc. (as required under clause 32 of listing

agreement):-

Particulars Name of Lonee Status Balance as at 31.03.2014 Rs.

Maximum Amount during the year Rs.

Loans where

there is no

interest

Nityanand Exports

& Consultants Co.

Limited

Associates NIL

(52,04,000)

52,04,000

(52,14,000 )

Fortune Leasing &

Trading Co. Ltd.

Others NIL

(4,32,065)

4,32,065

(4,32,065)

Note 30: Additional particulars as required in terms of paragraph 9BB of Non Banking Financial

Companies Prudential Norms (Reserve Bank) Directions, 1998.

PARTICULARS (Rs. In lakhs)

Liabilities Side:

(1) Loans and Advances availed by the NBFCs includes of

interest accrued thereon but not paid:

Amount

Outstanding

Amount

Overdue

(a) Debentures : Secured

Unsecured

(other than falling within the

meaning of Public deposits

(b) Deferred Credits

Term Loans

Inter-Corporate loans and borrowing

Commercial Paper

Public deposit*

Other Loans (Specify nature)

*Please see Note 1 below

-

-

-

-

-

(192.69)

-

-

-

-

-

-

-

-

-

-

-

(2) Break-up of (1)(f) above (Outstanding public deposits

inclusive of interest accrued thereon but not paid:

Amount

Outstanding

Amount

Overdue

(a) In the form of Unsecured debentures - -


[2013-14] Page 53

(b) In the form of partly secured debentures i.e.

debentures where there is a shortfall in the value

of security

(c) Other public deposits

*Please see Note 1 below

-

-

-

-

Assets side:

(3) Break-up of Loans and Advances including bills

receivables (other than those included in (4) below):

(a) Secured

(b) Unsecured

-

-

-

-

(4) Break-up of Leased Assets and stock on hire and

hypothecation loans counting towards EL/HP activities

(i) Lease assets including lease rental under sundry

debtors:

(a) Financial lease

(b) Opening lease

(ii) Stock on hire including hire charges under sundry

debtors:

(a) Assets on hire

(b) Repossessed Assets

-

-

-

-

-

-

-

-

(iii) Hypothecation loans counting towards EL/HP

activities

(a) Loans where assets have been repossessed

(b) Loans other than (a) above

-

-

-

-

-

-

(5) Break-up of Investments:

Current Investments:

1. Quoted:


[2013-14] Page 54

(i) Shares

(a) Equity

(b) Preference

(ii) Debentures and Bonds

(iii) Units of mutual funds

(iv) Government Securities

(v) Other (please specify)

2. Unquoted:

(i) Shares

(a) Equity

(c) Preference





Long Term Investments:

1. Quoted:

(i) Shares

(a) Equity

(b) Preference





2. Unquoted:

(i) Shares

(a) Equity

-

-

-

-

-

-

-

-

-

-

-

-

-

243.45

(448.01)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-


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(b) Preference





-

(3.98)

-

-

-

-

-

-

-

-

-

-

-

-

(6) Borrower group-wise classification of all leased assets, stock-on-hire and loans and

advances including receivables :

Category Amount net provision

Secured Unsecured Total

1. Related Parties**

(a) Subsidiaries

(b) Companies in the same

group

(c) Other related parties

-

-

-

-

-

-

(52.04)

-

-

-

(52.04)

2. Other than related parties

- 811.62

(970.56)

811.62

(970.56)

Total

- 811.62

(1022.60)

811.62

(1022.60)

(7) Investor group-wise classification of all investments (current and long term) in shares and

securities (both quoted and unquoted)

Category

Market Value/Break up or

fair value or NAV

Book Value (Net of

Provisions)


[2013-14] Page 56

1. Related Parties**

a) Subsidiaries

b) Companies in the

same group

c) Other related

Parties

-

-

-

(73.58)

-

-

-

(115.68)

2. Other than related

parties

36.81*

(320.21)

243.45

(336.31)

Total 36.81

(393.79)

243.45

(451.99)

*NAV of unquoted shares is not available hence book value considered.

(8) Other Information

Particulars Amount

(i) Gross Non-Performing Assets

(a) Related Parties

(b) Other than related parties

-

-

(ii) Net Non-Performing Assets

(a) Related Parties

(b) Other than related parties

-

-

(iii) Assets acquired in satisfaction of

debt

-

Note: Previous Year figures are given in bracket.


[2013-14] Page 57

Note 31: Previous year’s figures have been regrouped and/or rearranged wherever

considered necessary.

As per our Report of even date annexed.

For S B Jajoo & Co., For & on behalf of the Board of Directors of Chartered Accountants M/s Effingo Textile & Trading Limited

Firm Registration No.125915W

Sd/- Sd/- Sd/-

Santosh B Jajoo Priya Rawal Gauraw Bahety Proprietor Director Director Membership No: 118622

Place: Mumbai

Date: 30.05.2013


[2013-14] Page 58

EFFINGO TEXTILES & TRADING LIMITED.

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management

and Administration) Rules, 2014]

CIN: L17110MH1985PLC035398 Name of the Company: EFFINGO TEXTILES & TRADING LIMITED Registered office: 502, 195, Arcadia Building, NCPA Marg, Nariman Point , Mumbai - 400021 Maharashtra. Name of the Shareholder:------------------------------------------------------------------- RegisteredAddress:-------------------------------------------------------------------------- EmailID:-------------------------------------------------------------------------------------- Folio /No/DPID/ & Client ID-------------------------------------------------------------- I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1)Name---------------------------of--------------------------having e-mail id---------------------or failing him

2)Name--------------------------of--------------------------having e-mail id---------------------or failing him 3)Name--------------------------of--------------------------having e-mail id---------------------or failing him and whose and whose signatures are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held on the 27th day of September 2014 At 11.00 a.m. at The Maharaja Business Hotel, Kohinoor Complex, Service Road,Western Express Highway, Rawalpada, Dahisar (East), Mumbai-400068, India and at any adjournment thereof in respect of such resolutions as are indicated below: Sr.No. Description For Against Ordinary Business 1. The audited Financial Statements of the

Company together with the reports of Board of Directors and the Auditors thereon.

2. Re-appointment of Mr. Gaurav Bahety 3. Appointment of Statutory Auditors and

authorising Board to fix their remuneration.

Special Business 4. Appointment of Mr. Manish Jain as an

Independent Director

5. Appointment of Mr. Anil Tondon as an Independent Director

6 Appointment of Mr.Rajendra Prasad Gogawat as an Independent Director

7 Appointment of Ms. Priya Rawal as CEO and MD

8 Appointment of Mr. Gaurav Bahety as CFO and Chairman

9 Adoption of new set AOA as required by new companies act 2013

Signed this…… day of……… 2014 Signature of the shareholder _______________________ [Signature of Proxy] __________________________ Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Re. 1/- Revenu

EFFINGO TEXTILES & TRADING LIMITED.

ATTENDANCE SLIP

Annual General Meeting Reg.Folio no._____________________Name of Shareholder_________________________ D.P.I.D*_________________________________Client ID*__________________________ Email ID: ______________________________________ I/We hereby record my/our presence at the Annual General Meeting of the company being held on 27th September, 2014 at The Maharaja Business Hotel, Kohinoor Complex, Service Road,Western Express Highway, Rawalpada, Dahisar (East), Mumbai-400068 At 11.00 A.M. Signature of the shareholder(s), / Proxy/ Representative________________________________ Note: 1) Member / proxy holder wishing to attend the meeting must bring the attendance slip to the meeting and hand over the same duly signed at the Venue.

Book Post

If undelivered Please return to: EFFINGO TEXTILE & TRADING LIMITED Regd: 502, 195, Arcadia Building, NCPA Marg, Nariman Point ,Mumbai ,Maharashtra ,400021 Email ID:- [email protected]


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