Your Directors have pleasure in presenting their Thirty Fourth Annual Report on thebusiness ami operations of the Company and the accounts for the Financial Year ended March312016.
1. Financial summary or highlights/Performance of the Company
The company's financial performance for the year ended March 2016 is summarized below(In Lacs)
|Particulars ||2015-2016 ||2014-15 |
|Gross Income ||3054.69 ||3665.66 |
|Profit Before Interest and Depreciation ||114.16 ||110.33 |
|Finance Charges ||60.49 ||82.58 |
|Gross Profit ||486.53 ||537.27 |
|Provision for Depreciation ||24.32 ||29.32 |
|Net Profit Before Tax ||34.73 ||13.32 |
|Provision for Tax (Including Deferred Taxes) ||10.97 ||1.56 |
|Net Profit After Tax ||23.77 ||11.76 |
|Balance of Profit brought forward ||190.85 ||187.97 |
|Balance available for appropriation ||214.62 ||199.73 |
|Transfer to Depreciation Reserve ||Nil ||8.88 |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||Nil ||Nil |
|Surplus carried to Balance Sheet ||214.62 ||190.85 |
2. Brief description of the Company's working during the vear/State of Company's affair
Our working results have been improved substantially during the current year.Profitability of Company increased from Rs. 11.76 lacs to 23.77 lacs. Company showingstrong growth in this year. During the year inventory of company decreased from 868.03lacs to 609.98 lacs due cost control and effective utilization of resources.
A detailed analysis of Company's working during the year is provided under ManagementDiscussion and Analysis Report under Corporate Governance Report.
3. Change in the nature of business if any
There is no such change in nature of business.
Due to insufficient profits your directors express their inability to recommendpayment of dividend for the year under review.
The Board does not propose to carry any amount to reserves.
The Company has not altered the provisions of the Memorandum with respect to Name ofthe company during the year.
7. Directors and Key Managerial Personnel
Mr. Ashok VTulsiyan (DIN: 00320442). Mr. Sanjeev D Saran (DIN : 00775337) and MrRadhaballabhTibrewal (DIN: 00323570) Directors retire by rotation at the forthcomingAnnual General Meeting and being eligible offer themselves for reappointment.
8- Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 none of the employee exceed prescribed limit of remuneration as stated in ruleshence statement of particulars of employees not required to be given.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
10. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
11. Declaration by an Independent Director(s) and re- appointment if any
Adeclaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 areenclosed as Annexure III.
12. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
A) Separate remuneration committee is there to deal all remuneration matters. Theinformation required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules. 2014 in respect of employeesof the Company will be provided upon request.
B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the company.
C) Company has not paid any remuneration to Directors in the form of commission.
13. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the company doesn't have anySubsidiary/Joint Ventures/Associate Companies.
M/s. Bhuwania& Agrawal Associates. Chartered Accountants (F.R.No. 101483W). as theStatutory Auditors of the Company to hold office as such till the conclusion of the 38thAGM be and is hereby ratified to hold office from the conclusion of 34th AGM to theconclusion of the 35th AGM at such remuneration as may be fixed by the Board of Directorsof the Company based on the recommendation of the Audit Committee in addition to thereimbursement of all out-of-pocket expenses in connection with the audit of the financialstatements of the Company."
15. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
16. Disclosure about Cost Audit
As per the Cost Audit Orders. Cost Audit is not applicable to the Company for the FY2015-16
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under. M/s. Lalita Lath.Practicing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure IV' to this report. The reportis self-explanatory' and do not call for any further comments.
18. Internal Audit & Controls
Appointment of Internal Auditor not compulsory to the company during the year. But Thecompany has proper and adequate system of Internal Control to ensure the all the assetsare safeguarded from loss damage or disposition.) please see whether appointment ofinternal auditor is mandatory or not) Checks and balances are in place to ensure thattransactions are adequately authorized and recorded and that they are reported correctlyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas. The Board to Directors considers internalcontrols as adequate.
19. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act. 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.santoshgroup.in under investors'Vigil Mechanism Policy link.
20. Risk management policy
Astatement indicating development and implementation of a risk management policy fortheCompany including identification therein of elements of risk if any this in the opinionof the Board may threaten the existence of the company.
21. Extract Of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules. 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .
22. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There are no such material changes and commitments
23. Details of significant and material orders passed bv the regulators or courts ortribunals impacting the going concern status and company's operations in future
No such orders passed against company
24. Details in respect of adequacy of internal financial controls with reference to theEinanciaI Statements.
The company has proper and adequate system of Internal Control to ensure the all theassets are safeguarded from loss damage or disposition .Checks and balances are in placeto ensure that transactions are adequately authorized and recorded and that they arereported correctly review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. The Board toDirectors considers internal controls as adequate.
The Company not accepted any deposits during the year covered under Chapter V of theAct
26. Particulars of loans guarantees or investments under section 186
Particulars of Loans given investments made guarantees given are provided in financialstatement. (Please refer to Note 1116 and 29 to the financial statement)
27. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (I) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. As Annexure II
28. Corporate Governance Certificate
The Compliance certificate from practicing company secretaries regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreementshall be annexed with the report.
29. Management Discussion And Analysis
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31 st March. 2016.
30. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(prevention. Prohibition And Redressall Act. 2013
During the year under review Company has not received any complaint of harassment atworkplace.
31. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy
|(i) the steps taken or impact on conservation of energy ||Electric Enerav: Regular maintenance. Better utilization of running machine Improving electricity pow'er factor Monitoring the overall energy consumption and corrective measures. |
| ||Fuel & Oil ConsumDtion: Regular maintenance and monitoring the consumption with corrective measures |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||Changes have generally been evolutionary in nature and as such no major additional capital is envisaged. |
|(iii) thecapital investment on energy conservation equipment's ||Optimization and control of energy related cost helps your company to remain competitive in markets. |
(b) Technology absorption
|(i) the efforts made towards technology absorpt ion ||No technology has been imported by the company. Technology innovation and changes wherever possible arc being absorbed and adopted. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution || |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- || |
|(a) the details of technology imported || |
|(b) the year of import: || |
|(c) whether the technology been fully absorbed || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|(iv) the expenditure incurred on Research and Development ||1) Specific area in which R & D carried out by the Company product & quality improvement development of new designs / product cost control and energy conservation. 2) Benefits derived as a result of the above R & D. The R & D activities have resulted in conserving of new' materials higher productivity & containing the costs all rounds 3) Expenditure on R & D being treated as an integral part of manufacturing process & hence no separate records for the expenditure incurred under this head arc being maintained. |
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange used was Rs.44.12 lakh and the totalforeign exchange earned was Rs. 880.78 lakh.
32. Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall be made is not applicable to company
33. Human Resources
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderw ay. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
34. Directors Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;
(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 as at March 312016 and the profit of thecompany for the year ended on that date;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
35. Transfer of Amounts to Investor Education and Protection Fund
The Company has not declared any dividends in the current year and there was nounclaimed dividend outstanding as on 31st March 2016 of any previous years hencetherefore transferring of the amounts in the Investor Education and Protection Fund by theCompany does not arise.
36. Listing With Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Companys Shares are listed.
We owe all our employees customers bankers and suppliers our gratitude for theircooperation and continued support.
| ||For and on behalf of the Board of Directors |
| ||(SANTOSH RTULSIYAN) |
| ||MANAGING DIRECTOR |
|Place: MUMBAI || |
|Date: 30.05.2016 || |