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Santogen Exports Ltd.

BSE: 511141 Sector: Industrials
NSE: N.A. ISIN Code: INE452D01019
BSE 05:30 | 01 Jan Santogen Exports Ltd
NSE 05:30 | 01 Jan Santogen Exports Ltd

Santogen Exports Ltd. (SANTOGENEXPORTS) - Director Report

Company director report

1. INTRODUCTION

Your Directors are elated in presenting the 31st Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2017.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Financial Previous Financial
Year (2016-17) Year (2015-16)
Net Profit Before Tax 8955 75475
Provision for Tax 0.00 0.00
Profit after Tax 8955 75475
Balance Brought Forward (1168627420) (1168702895)
Add:- Excess /(short) Provision 0.00 0.00
Reversed MVAT Credit
Balance carried to Balance Sheet (1168618465) (1168627420)

3. BUSINESS OVERVIEW

Due to adverse market situations the Net Profit after Tax of the Company has declinedfrom Rs. 75475/- to Rs. 8955/-.The Company's policy of management has provided cushioneffect to the adversities of the market on the performance of Company. The Board ofDirectors look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2017.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

6. STATUTORY AUDITORS

M/s. NBT And Associates Mumbai (Firm Registration Number: 143014W) were appointed asthe Statutory Auditors at the 31st AGM held on 30th September 2016for five consecutive years subject to ratification at every Annual General Meeting.Accordingly their appointment is proposed to be ratified in the ensuing AGM. They havegiven their eligibility & consent for the proposed ratification.

7. SECRETARIAL AUDITORS

M/s. H V Gor & Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 30th May 2017 as the Secretarial Auditor of the Company u/s204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditor's Report has been annexed to the Board Reportunder Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the Auditors in theirreport. The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.

2. The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. Further the Company willmake sure that all the required disclosures and intimations will be intimated to the stockexchange

3. The website of the Company has not been updated due to technical reasons. Howeverthe

Company is in the process of updating the website.

4. The Company has failed to comply with the Listing Agreement and SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 due to genuine oversight onthe part of the Company. However the Company has proposed to comply with the same.

5. The Company has failed to comply with publication of financial results in newspaperdue to genuine oversight on the part of the Company. However the Company has proposed tocomply with the same.

9. DIRECTORS

There was no change in the Board of Directors of the Company during the financial yearunder review.

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review the Board of Directors met Five times.

Board Meetings
28th May 2016 9th August 2016
30th August 2016 7th November 2016
13th February 2017

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

No of complaints received: Nil No of complaints disposed off: Nil

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;

b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017 and of its Profit for the year ended on thatdate;

c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March2017 on a ‘going concern' basis;

e. They have laid down Internal Financial Controls which are adequate and areoperating effectively and f. They have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

19. ENERGY CONSERVATION TECHNOLOGY ABSORPTIO AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/ TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no significant material orders passed by the regulators / courts / tribunalimpacting the going concern status and company's operation in future.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:

The Company has an adequate Internal financial control system commensurate with thesize of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADEPURSUANT TO SECTION 188 OF THE COMPANIES ACT 2013

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "MGT-9" and forms part of this report.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Ramnaresh Shubhkaran Deora

b. Mr. Sanjay Ramnaresh Deora

c. Mr. Pramodkumar Gajanand Bagla

The above composition of the Audit Committee consists of independent Directors viz.Mr. Ramnaresh Shubhkaran Deora and Mr. Pramodkumar Gajanand Bagla who form the majority.The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and directors of theCompany.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance nut also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.

Registered Office: By the order of the Board of Directors
Tex CenterN-402/403 For Santogen Exports Limited
4th Flr26-AChandivali Sd/- Sd/-
Saki Vihar Andheri –(E) Ramnaresh Deora Sanjay Deora
Malad East Mumbai-400072. (DIN: 00158915) (DIN: 00158937)
Place: Mumbai ( Director) (Director)
Date: 04th Sept 2017