Your Directors have pleasure in presenting the 31st Annual Report of your Company forthe financial year ended 31st March 2015.
The financial performance of your Company for the year ended 31st March 2015 issummarized below:
| ||Current year 2014-15 ||Previous year 2013-14 |
|Sales ||5649854 ||16761840 |
|Other Income ||12536969 ||12644224 |
|Cost of Material Sold ||5099556 ||14606551 |
|Stock in Trade ||- ||- |
|Administrative & Other Expenses ||5033439 ||5898176 |
|Depreciation & Amortization Exp. ||7635811 ||7712207 |
|Profit before TaX ||418016 ||1189130 |
|Provision for Tax ||674572 ||250000 |
|Profit after Tax ||-256556 ||939130 |
Due to loss in the current year your director don't recommend dividend this year in theinterest of the company.
Your Board had informed in the previous Board Report that the Company is in process ofstarting a venture in Food Industries. Your directors are pleased to inform you thatCompany has decided to venture into Bakery products and have identified the products andbrand name.
Currently the pilot production is going on to test the market. Very soon theformalities regarding starting a commercial production will be completed and theproduction will start. Your directors are very optimist about this new venture. It will beinformed as and when the production will start on the BSE portal where the Stocks of theCompany are listed.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and Clause 49 of the Listing Agreementthe Board of Directors at their meeting held on 5th May 2014 formulated the Nominationand Remuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the policy on appointment and remuneration of Directors and other mattershave been outlined in the Corporate Governance Report which forms part of this Report.
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of your Company is set out in "Annexure [f]" to this Report.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well as Clause49 of the Listing Agreement.
Mr. Narayan. K. Bhatt & Mr. Sharad. K. Sheth directors of the Company retire atthe ensuing Annual General Meeting & being eligible offer themselves forreappointment.
During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
CORPORATE GOVERNANCE REPORT
In compliance with the provisions of Clause 49 of the Listing Agreement a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance forms an integral part of this Report (Annexure A).
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms an integral part of this Report (AnnexureB) and gives detail of the overall industry structure developments performance and stateof affairs of the Company's various businesses viz. the decorative businessinternational operations industrial and home improvement business internal controls andtheir adequacy risk management systems and other material developments during thefinancial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Company has appointed Mr. Dhaval Ajay Savai and Ms. Trishana Ajay Savai as anAdditional Director with effect from April 25 2015
During the year Mr. Tejas J Bakhai and Mr. Rajesh B Patel directors of the company weregiven their resignation due to health not keeping well.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2015 and of the profitand loss of the Company for the financial year ended 31st March 2015;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT :
At the 30 AGM of your Company M/s. Pankaj Dalal & Associates CharteredAccountants (Firm Registration No. 107347W) was appointed as the Auditor to hold officetill the conclusion of the 31 AGM of your Company.
The Board of Directors at its meeting held on 28 May 2015 on the recommendations ofthe Audit Committee in accordance with the provisions of Section 139 (8) of the CompaniesAct 2013 appointed M/s. Pankaj Dalal & Associates Chartered Accountants (FirmRegistration No. 107347W) to act as the Auditor of your Company till the conclusion ofNext AGM.
M/s. Pankaj Dalal & Associates Chartered Accountants who retire at the ensuingAGM of your Company are eligible for re-appointment. Your Company has received writtenconsent and a certificate stating that they satisfy the criteria provided under Section141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014and that the appointment if made shall be in accordance with the applicable provisionsof the Companies Act 2013 and rules issued there under. As required under Clause 49 ofthe Listing Agreement M/s. Pankaj Dalal & Associates Chartered Accountants havealso confirmed that they were granted peer review certificate by the Peer Review Board ofICAI in February 2010 & subsequently also peer review of the firm was carried in April2013 & follow up review is pending fresh certificate is not been received by thefirm.
The Audit Committee and the Board of Directors recommend the appointment of M/s. PankajDalal & Associates Chartered Accountants as the Auditors of your Company for thefinancial year 2015- 16 till the conclusion of the Next AGM.
The Auditors' Report for the financial year 2014-15 does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Harshad Dilip Mane Practicing Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as"Annexure - [C]" to this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[D]" to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued there under and Clause 49 of the Listing Agreement.During the financial year 2014-15 there were no transactions with related parties whichqualify as material transactions under the Listing Agreement.
The details of the related party transactions as required under Accounting Standard -18 are set out in Notes to accounts to the standalone financial statements formingpart of this Annual Report.
The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as "Annexure[E]" to this Report.
LOANS AND INVESTMENTS
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:
A. Details of investments made by the Company as on 31st March 2015
Investment in mutual funds (details are as below mentioned)
|Name of the company ||Amount as at 31st March 2015 |
|HDFC CMF ||100000/- |
There are no loans and guarantees issued by your Company in accordance with Section 186of the Companies Act 2013 read with the Rules issued there under.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andClause 49 of the Listing Agreement. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. Moredetails on the vigil mechanism and the Whistle Blower Policy of your Company have beenoutlined in the Corporate Governance Report which forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(Section 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014)
As the company did not engage itself in manufacturing activities during the year underreport provisions relating to technology absorption & conversion of energy are notapplicable during the year under report there were neither earnings nor out goes inforeign exchange.
Details on internal financial controls related to financial statements
Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India. Changes in policies if any are approved by theAudit Committee in consultation with the Auditors.
Your Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/validate them as and whenappropriate. The basis of such judgments and estimates are also approved by the Auditorsand Audit Committee.
The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary.
Your Company has a code of conduct applicable to all its employees along with a WhistleBlower Policy which requires employees to update accounting information accurately and ina timely manner. Any non-compliance noticed is to be reported and actioned upon in linewith the Whistle Blower Policy.
Your Company gets its standalone accounts reviewed every quarter by its Auditors.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations infuture.General
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
| ||By Order of the Board |
|Mumbai ||Surendra T. Savai |
|Date : 28th May 2015 ||Chairman & Managing Director |
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
S & T Corporation Limited 195 Walkeshwar Road Teen Batti Mumbai-400 006.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by S & T CorporationLimited (hereinafter called 'the Company'). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31 March 2015 ('Audit Period')complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
Except the following:
1) Appointment of Key Managerial Personnel- Company Secretary
2) Appointment of Internal Auditor
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA')and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment (Foreign Direct Investment and ExternalCommercial Borrowings are not Applicable to the Company during the Audit Period);
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992('SEBI Act'):
(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India(Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009 (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28th October 2014(Not applicable to the Company during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations1998 (Not applicable to the Company during the Audit Period).
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by the Institute of Company Secretaries of India (Notnotified during the Audit Period and hence not applicable).
ii. The Listing Agreement entered into by the Company with Stock Exchangesexcept publication of
Advertisements in the news papers regarding Board Meetings and publicationof accounts in news papers.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above. I further report thathaving regard to the compliance system prevailing in the Company and on examination of therelevant documents and records in pursuance thereof on test-check basis the Company hascomplied with the following laws applicable specifically to the Company:
The Environment (Protection) Act 1986 and The Manufacture Storage and Importof Hazardous Chemicals Rules 1989;
Air (Prevention and Control of Pollution) Act 1981 and Rules issued by theState Pollution Control Boards; and
Water (Prevention and Control of Pollution) Act 1974 and Rules issued by theState Pollution Control Boards.
I further report that -
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were generally sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| || |
Harshad Dilip Mane
|Mumbai || |
ACS No. 22225
|Date : 28th May 2015 || |
C P No: 9537
FORM NO. AOC -2 ANNEXTURE - E
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies
(Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
|SL. No ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||N.A |
|b) ||Nature of contracts/arrangements/transaction ||N.A |
|c) ||Duration of the contracts/arrangements/transaction ||N.A |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||N.A |
|e) ||Justification for entering into such contracts or arrangements or transactions' ||N.A |
|f) ||Date of approval by the Board ||N.A |
|g) ||Amount paid as advances if any ||N.A |
|h) ||Date on which the special resolution was passed in General meeting as required under first proviso to section 188 ||N.A |
2. Details of contracts or arrangements or transactions at Arm's length basis.
|SL. No ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship || |
|b) ||Nature of contracts/arrangements/transaction || |
|c) ||Duration of the contracts/arrangements/transaction ||Nil |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any || |
|e) ||Date of approval by the Board || |
|f) ||Amount paid as advances if any || |
|Mumbai ||Surendra T. Savai |
|Date : 28th May 2015 ||Chairman & Managing Director |
Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014
A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the financial year 2014-15 is as follows:
|Name of Director ||Total Remuneration (In Rs.) ||Ratio of remuneration of director to the Median remuneration |
|SURENDRA TULSIDAS SAVAI (Chairman & Managing Director) ||400000 ||1.67 |
|AJAY SURENDRA SAVAI (Jt. Managing Director) ||400000 ||1.67 |
1. The information provided above is on standalone basis.
2. The aforesaid details are calculated on the basis of remuneration for the financialyear 2014-15.
3. The remuneration to Directors includes sitting fees paid to them for the financialyear 2014-15.
4. Median remuneration of the Company for all its employees is 240000/- for thefinancial year 2014-15.
B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2014-15 are as follows:
|Name ||Remuneration (In Rs.) ||Increase (%) |
| ||2014-15 ||2013-14 || |
|SURENDRA TULSIDAS SAVAI (Chairman & Managing Director) ||400000 ||400000 ||Nil |
|AJAY SURENDRA SAVAI (Jt. Managing Director) ||400000 ||400000 ||Nil |
2. The remuneration to Directors includes sitting fees paid to them for the financialyear 2014-15.
3. The remuneration to Directors is within the overall limits.
C. Percentage increase in the median remuneration of all employees in the financialyear 2014-15:
| ||2014-15 (Rs.) ||2013-14 (Rs.) ||Increase (%) |
|Median remuneration of all employees per annum ||240000 ||240000 ||Nil |
D. Number of permanent employees on the rolls of the Company as on 31st March 2015:
|Executive/Manager cadre ||2 |
|Staff ||2 |
|Operators/Workmen ||1 |
|Total ||5 |
E. Explanation on the relationship between average increase in remuneration and CompanyPerformance:
The increase in average remuneration of all employees in the financial year 2014-15 ascompared to the financial year 2013-14 was Nil %.
F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of your Company:
There was no increment in the remuneration of Key Managerial Personnel in 2014-15 asCompared to 2013 -14 due to loss in the business.
G. Comparison of share price at the time of first public offer and market price of theshare of 31st March 2015:
|Market Price as on 31st March 2015 ||192.50 |
|Price at the time of initial public offer in (Please mention the year) ||Rs. 10 in the year 1992 |
|(Converted to price of each share for face value of Rs. 10 each) ||- |
|% increase of Market price over the price at the time of initial public offer ||1825 |
1. Closing share price on BSE Limited (Bombay Stock Exchange) has been used for theabove tables. 2. One share in year 1992 is equal to 19 shares in the year 2015.Accordingly an amount of ` Rs. 10 invested in (1992) would be worth approximately Rs.192.5 as on 31st March 2015. This excludes dividend payouts thereon.
H. Comparison of average percentage increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:
| ||2014-15 ||2013-14 ||Increase (%) |
|Average salary of all employees (other than Key Managerial Personnel) ||240000 ||240000 ||Nil |
|Key Managerial Personnel || || || |
|- Salary of Chairman & managing director ||400000 ||400000 ||Nil |
|- Salary of Joint Managing Director ||400000 ||400000 ||Nil |
There was no increase in the remuneration of all employees and the Key ManagerialPersonnel in the financial year 2014-15 due to loss in the business.
I. Key parameters for the variable component of remuneration paid to the Directors:
The key parameters for the variable component of remuneration to the Directors aredecided by the Nomination and Remuneration Committee in accordance with the principleslaid down in the Nomination and Remuneration Policy.
The Nomination and Remuneration Committee evaluates the performance of the Chairman& Managing Director and Joint Managing Director setting there Key PerformanceObjectives or Key Performance Parameters at the beginning of each financial year. TheCommittee approves the compensation package of the Chairman & Managing Director andJoint Managing Director. The Committee ensures that the compensation package is inaccordance with applicable laws in line with the Company's objectives shareholders'interests industry standards and have an adequate balance between fixed and variablecomponent.
J. There are no employees of the Company who receive remuneration in excess of thehighest paid
Director of the Company.
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.
L. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
1. List of employees of the Company employed throughout the financial year 2014-15 andwere paid remuneration not less than ` 60 lakhs per annum: N.A
2. Employees employed for the part of the year and were paid remuneration during thefinancial year 2014-15 at a rate which in aggregate was not less than ` 5 lakhs per month:N.A