SANGHI CORPORATE SERVICES LIMITED
Your Directors are pleased to present the Twenty Fifth Annual Report together with theAudited Financial Statements of the Company for the financial year ended 31st March 2015.
1. FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March. 2015 are asfollows:-
| ||31st March 2015 ||31st March 2014 |
| ||(Rs.) ||(Rs.) |
|Turnover ||25844000 ||34582298 |
|Profit /(Loss) After Tax ||(13304000) ||46233 |
|Less/Add: Balance brought forward ||(25.036679) ||(25082.912) |
|Balance carried to the Balance Sheet ||(38340679) ||(25.036679) |
In view of the losses no dividend is recommended for the year under review.
3. OPERATIONS AND FUTURE PROSPECTS
As mentioned under Note No. 18-B-l of Notes on Accounts- your Company is facingsubstantial Income Tax Liabilities which are being contested at 1TAT level. Managementthought it prudent to undertake fresh substantial business activities once the Income Taxmatter is settled.
4. SUBSIDARIES AND JOINT VENTURES
There are no Subsidiaries and Joint ventures of the Company.
REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE
As required under the Listing Agreement with Bombay Stock Exchange ("ListingAgreement'') Management Discussion Analysis and Corporate Governance Report are annexedas Annexure 1 and Annexure 2 respectively to this Report.
6. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act 2013 ("the Act") read withthe Companies (Corporate Social Responsibility
Policy) Rules 2014 are not applicable to the Company.
Pursuant to the provisions of the Act Shri Ashok Kumar Sanghi retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.Further the Company has not appointed any whole-time key managerial personnel as per theprovisions of Section 203 of Companies Act 2013 during the financial year under review.
8. EXTRACT OF THE ANNUAL RETURN
Extract of the annual return for the Financial Year ended on 31s t March 2015 asrequired by Section 92(3) of the Act is annexed as Annexure 3 to this report.
9. NUMBER OF BOARD MEETINGS
During the year four Board Meetings were held. The details of the Board meetings areprovided inthe Corporate Governance report. The intervening gap between the meetings waswithin the period prescribed under Companies Act 2013.
10. DIRECTORS RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Act your Directors report that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of Adequateaccounting records in accordance with the provisions of this Act for Safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial Controls to be followed by theCompany and that such internal financial controls are Adequate and are operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTORS
The following Directors are independent in terms of Section 149 (6) of the Act andClause 49 of the Listing Agreement: i. Shri M.K.Saboo ii. Shri K. Udaykumar
The Company has received declarations/ confirmations from both the Directors confirmingtheir independence.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134 (3)(e) Section 178(3) & (4) andClause 49 of the Listing Agreement are annexed as Annexure 4 to this Report.
13. RESERVES AND SURPLUS
In view of heavy losses and non-availability of surplus no amount has been allocatedto reserves.
14. STATUTORY AUDITORS AND AUDIT REPORT
There are Qualifications made by the Auditors in their report in point no. 2-g-ii onthe Financial Statement of the Company for the Financial Year ended 31s t March 2015. Inthat regards Directors would like to state the activities in Future market was mostlypertaining to shares in the Company's stock and it was more like hedging activity.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE ACT
Particulars of loan given and of the investments made by the Company as at 31st March2015 are given in the Notes forming part of the Financial Statements. During FinancialYear under review the Company has not made any investments.
16. SECRETARIAL AUDIT
Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 3 1st March 2015 given by Shri R. K. Agrawal & Associates Practising CompanySecretary is annexed as Annexure 5 to the Report.
As regards the observation made in the said Secretarial Audit Report Directors wouldlike to explain as below:
.i Regarding non appointment of whole-time key managerial personnel it is herebystressed that the Company's financial position do not permit the same as it is virtuallyout of business due to prolonged Income tax matter. As soon as the same is resolvedDirectors would make all out efforts to generate the resources & bring the Company onits feet and with proper managerial personnel.
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and as such provisions of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no material related party transactions during the year underreview with the
Promoters or Directors.
18. STATE OF COMPANY'S AFFAIRS
The state of the Company's affairs is given under the heading "Operations andFuture Prospects" and various other headings in the Report and in ManagementDiscussion and Analysis Report which is annexed to the Directors" report.
19. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Directors' Report.
20. ENERGYTECHNOLOGYAND FOREIGN EXCHANGE
Additional information on conservation of energy technology absorption foreignexchange earnings and outgo as required t o be disclosed in terms of Section 134 of theAct read with The Companies (Accounts) Rules 2014 is annexed as Annexure 6 to thisReport.
21. RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risk in order to minimize itsimpact on the business. It is dealt with in greater details in the management discussionand analysis
22. ANN UAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and Clause 49 of the Listing Agreementthe performance evaluation was carried out as under:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes. Board dynamics etc. TheIndependent Directors at their separate meetings also evaluated the performance of theBoard as a whole based on various criteria. The Board and the Independent Directors wereof the unanimous view that performance of the Board of Directors as a whole wassatisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee dynamics etc. The Board was ofthe unanimous view that all the committees were performing their functions satisfactorilyand according to the mandate prescribed by the Board under the regulatory requirementsincluding the provision of the Act the Rules framed there under and the ListingAgreement.
Individual Directors: a) Independent Directors: In accordance with the criteriasuggested by the Nomination and Remuneration Committee the performance of eachindependent director was evaluated by the entire Board of directors (excluding thedirector being evaluated) on various parameters like engagement leadership analysisdecision making communication governance and interest of stakeholders. The Board was ofthe unanimous view that each independent director was a reputed professional and broughthis\her rich experience to the deliberations of the Board. The Board also appreciated thecontribution made by all the independent directors in guiding the management in achievinghigher growth and concluded that continuance of each independent director in the Boardwill be in the interest of the Company.
b) Non-independent Directors: The performance of each of the non-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent directors was providing good business and people leadership.
The Company has not accepted or continued any public deposits as contemplated underChapter V of the Act.
24. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOLNTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The requisite details relating to ratio of remuneration etc. as stipulated under theabove Rules are annexed as Annexure 7 to this Report.
25. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION
OF MANAGERIAL PERSONNEL) RULES 2014
The requisite details relating to the remuneration of the specified employees coveredunder the above Rules are annexed as Annexure 8 to this Report.
26. ORDERS BY REGULATORS COURTS OR TRIBUNALS
No significant and material orders were passed by any regulator or court or tribunalimpacting the going concern status and the Company's operations in future.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The existing internal financial controls are commensurate with the nature sizecomplexity and the business processes followed the Company. They have been reviewed andfound generally satisfactory by an independent expert on the following key controlmatrices:
1. Entity level controls
2. Financial controls and
3. Operational controls
Which included authority and organization matrix standard operating procedures riskmanagement practices compliance framework within the organization ethics and fraud riskmanagement management information system self-assessment of control point businesscontinuity and disaster recovery planning budgeting system etc.
At the 24* Annual General Meeting held on 23rd August 2014. the members approvedappointment of M/S Vivek Agrawal & Co.. Chartered Accountants Mumbai (RegistrationNo. 129058W) to hold office from the conclusion of the 24th Annual
General Meeting until the conclusion of the Annual General Meeting to be held in theyear 2017 (subject to ratification of the appointment by the Members at every AnnualGeneral Meeting held after the 24th Annual General Meeting) on such remuneration as may befixed by the Board apart from reimbursement of out of pocket expenses as may be incurredby them for the purpose of audit.
29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
Since there is no employee in the Company the above disclosure stands not applicable.
| ||For and on behalf of the Board. |
|Place: Mumbai ||(A.KSanghi) |
|Date: 18/07/2015 ||Director |