Your Directors are pleased to present the Twenty Third Annual Report of the company together with the Audited Statements of Accounts for the year ended March 31 2016.
|Particulars||Year Ended 31st March 2016||Year Ended 31st March 2015|
|Profit/(Loss) for the year||(9711874)/-||(12616970)/-|
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Due to steep global economic slowdown with sluggishness and recession in the domestic economy as well as due to restructuring your company had suffered loss of Rs. 97.11 Lacs as against the loss of last year amounting Rs. 126.16 Lacs. Your Directors are hopeful of better performance in the coming year.
In view of the current year loss your Board has decided not to recommend dividend this year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed not to transfer any fund to its reserves.
CHANGE IN NATURE OF BUSINESS IF ANY
There is no change in nature of business of the company.
CHANGES IN SHARE CAPITAL IF ANY
During the Financial Year 2015-16 there is no change in Share Capital.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
According to Rule 4(4) of Companies (Share Capital and Debenture Rules 2014) it is required to provide disclosure regarding issue of equity shares with differential voting rights. For the Financial Year 2015-16 there is no Issue of Equity Shares with Differential Rights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
According to Rule 12 (9) of Companies (Share Capital and Debenture) Rules 2014 it is required to provide disclosure regarding issue of employee stock option. This disclosure is not applicable as Company has not issue Employee Stock Options.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
According to Rule 8 (13) of Companies (Share Capital and Debenture) Rules 2014 it is required to provide disclosure regarding issue of sweat equity shares. This disclosure is not applicable as Company has not issued Sweat Equity Shares.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
There was no loans guarantees or investments made by the Company under Section 186 of the Companies Act 2013 during the year under review and hence the said provision is not applicable.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are No material changes / event.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo are as under:
A. Conservation of Energy
The operations of company are not energy intensive however energy conservation has always been given focus form point of view of cost control. Adequate measures have been taken to conserve and optimize the use of energy by using energy efficient computers and equipment with latest technologies.
B. Technology Absorption Research and Development (R&D)
In its endeavors to obtain and deliver the best your company continuously develops and adopts new technologies to aid efficient management of its resources.
C. Foreign Exchange Earning and Outgo
Efforts continue to enlarge the product range and geographical reach on export market in order to maximize foreign exchange inflow and every effort is being made to minimize the foreign exchange outflow.
Total Foreign Exchange Earnings on accrual basis during the period is Nil against Rs. NIL of previous period.
Total Foreign exchange Outgo on actual basis during the year amounted to NIL against Rs. NIL of previous period.
No Deposit is accepted during the F.Y. 2015-16.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY
There is No receipt of any commission by MD / WTD from a Company and/or receipt of commission / remuneration from it holding or Subsidiary to be provided.
No shares were issued during the year.
CHANGE IN NATURE OF BUSINESS:
During the year there was no change in nature of Business of the Company.
The Company is committed to maintain the standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming governance is attached to the report on Corporate Governance.
Declaration by WTD/CFO that the Board Members and SMPs have complied with the Code of Conduct [Regulation 26(3) SEBI (LODR) Regulations 2015]
Necessary Compliance Certificate on Corporate Governance from Practicing Company Secretary as stipulated in Clause 49 of the Listing Agreement (`Listing Agreement') of the Company with the stock exchanges for the period 1st April 2015 to 30th November 2015 and as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (`Listing Regulations') as referred to in Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the period 1st December 2015 to 31st March 2016 is annexed herewith [Annexure 1].
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed to this report[Annexure 2].
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013
No cases filed during the Financial Year and their disposal under the Act
No frauds which have been reported to the Audit Committee / Board but not to CG have to be disclosed.
M/s. H. K Batra & Associates Statutory Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
SECRETARIAL AUDIT REPORT
As the company is incurring losses for last several years therefore the company has not appointed Secretarial Auditor during the period.
EXPLANATION TO AUDITOR'S REMARKS
Pertaining to qualification no. 1 of auditors report it is submitted that the company has received enquiries from the patients from India and abroad for their medical treatment by using the newly designed Website of the Company. The Company is getting excellent response from the hospitals to associate with the company for patient referrals. The Board is of the opinion that the income from this business will increase in near future and the company would be able to carry on its business profitably.
Pertaining to qualification no. 2 of auditors report it is submitted that the Board is hopeful of better performance in the coming years. The Board is of the opinion that the company will have sufficient taxable income in the future against which the deferred tax asset could be realized.
DECLARATION BY INDEPENDENT DIRECTOR
Independent directors in the opinion of the Board are person of integrity and possess relevant expertise and experience and affirm to the points given u/s 149(6) of Companies Act 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has internal control system in place. BOARD MEETINGS
During the Financial Year 2015-16 4 (four) meetings of the Board of Directors of the company were held on 16/05/2015 13/08/2015 10/11/2015 and 22/01/2016.
Audit Committee of the company consist of Mr S. M. Pathak Mr M. C. Shrivastava and Mrs Prasanna Vaidya. Mr S. M. Pathak is the chairman of the audit committee and he is an independent director. The committee met four times during the financial year.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the Company Mrs Prasanna Vaidya Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
Mr Yogesh Chandra Vaidya is the whole time director Mrs Prasanna Vaidya is woman director Mr M. C. Shrivastava and Mr S M Pathak are independent directors. Mr Jaideep Sinha is Chief Financial Officer and Mr Rajesh Kumar is the company secretary.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (LODR) Regulations 2015 with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent Directors Board Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
POLICY ON SELECTION OF DIRECTORS
The Company believes that an enlightened Board consciously crates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board Members are expected to have adequate time and expertise and experience to contribute to effective Board Performance. Accordingly members should limit their directorships in other company in such a way that it does not interfere with their role as directors of the Company. A director shall not serve as a director in more than 20 companies of which not more than 10 shall be public limited companies. A director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all the companies in which he holds directorships.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Company incurring huge loss from the last three preceding years and Company did not have funds to comply with Corporate Social Responsibility Policy. Whenever Company will earn profit then Board of Directors will comply with Corporate Social Responsibility Policy.
NOMINATION & REMUNERATION COMMITTEE POLICY
1.1 STG Lifecare Limited recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors key managerial personnel and other employees keeping in view the following objectives: 1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract retain and motivate to run the company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors key managerial personnel and other employees of the Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 Director means a director appointed to the Board of the Company. 3.2 Key Managerial Personnel means (I) The Chief ExecutiveOfficer manager; orthe managing director orthe (ii) The company secretary; (iii) The whole-time director; (iv) The Chief Financial Officer; and (v) Such other officer as may be prescribed under the Companies Act 2013
3.3 Nomination and Remuneration Committee means the committee constituted by STG Board in accordance with the provisions of Section 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Terms of reference
To oversee the method criteria and quantum of compensation for executive and non executive directors. To review the recruitment of key management employees and their compensations; To formulate the initiatives leading to greater transparency and improved corporate governance.
The Company has not paid any remuneration to Directors during the year under review. Sitting fee and other incidental expenses including traveling etc. to Non-Executive Independent Director(s) for attending the Board Meetings are paid as decided by the Board of Directors from time to time.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2015-16.
Pursuant to provisions of section 177 (9) of the Companies Act 2013 the Company has established a vigil mechanism and overseas through nominee director the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.
RISK MANAGEMENT POLICY
During the year your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic financial credit market liquidity security property IT legal regulatory reputational and other risks have been identifiedand assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:
i. In the preparation of the annual accounts the applicable Accounting Standards have been followed;
ii. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis.
v. Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.
vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
No significant & material orders passed by the regulators or courts or tribunal
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The company has one subsidiary company namely M/s Software Technology Group Inc. San Jose California USA. The report on the performance and financial position of subsidiary and salient features of the financial statement in the prescribed Form AOC-1 is annexed to this report. [Annexure -3].
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules 2014 is furnished in Form MGT 9 and is attached to this Report. [Annexure 4]
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is as under:
Your company is working on new projects and is likely to improve its performance in the following years.
Opportunities Threats and Out look
Increase in public awareness about health care there are enough potential about lifecare activities. The company is exploring the same and expected to perform well in future. Business threats as apply to all the sectors are applicable to the company also. The company does not see any major business threat in near future. The future of the company seems good.
Risks and Concerns
Among the concerns high competition resulting in high attrition small size and thus volatile revenue streams intense competition from small unorganized players in the Industry and the external environment may have an impact on the company's operations.
Revenues during financial year 2015-16 were posted Rs. 542995.
Management was also able to control the expenses and cost to the Company. Total expenditure of the company is Rs. 19727432/- during the financial year 2015-16.
Cost Control Initiatives
Your company continues to focus on cost reduction procurement of materials at competitive Prices reinforcement of financial discipline and adequate control on overhead costs on continuous basis.
(a) Authorised Capital:
The authorised capital of the Company comprises of 2 00 00000 equity shares of Rs. 10/- each (same in previous year). (b) Issued Capital Issued Capital of the Company comprises of 14837140 equity shares of Rs. 10/- each (same in previous year). (c) Changes in Capital Structure: None
Internal Control Systems and their adequacy:
Your company has in place system of internal control commensurate with its size and nature of its operations. Management continuously reviews the Internal Control Systems and procedures to ensure orderly efficient conduct of business.
Events occurring after the balance sheet date:
There were no significant events that occurred after the date of balance sheet.
Related Party Transactions:
There is no contracts or arrangements with related parties during the Financial Year 2015-16.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
The equity shares of your company are listed with the National Stock Exchange of India Limited Delhi Stock Exchange and the Bombay Stock Exchange Ltd.
SHARES UNDER COMPULSORY DEMATERIALISATION
With effect from July 24 2000 trading in equity shares of the company at the Stock Exchange are permitted only in Dematerialized from. The Company's shares are available for trading in the depository systems of both the National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31 2016 a total of 14570133 Shares of the Company stand dematerialized & this constitutes 98.21% of the holding in the Company.
Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels whose continued commitment and dedication helped the Company in its operations in these trying times.
Your Directors would also like to take this opportunity to express their gratitude for the co-operation and support from its Bankers and other statutory bodies of the Government of India. We look forward to their continued support in the future also.
Last but not the least we sincerely thank our shareholders for their constant support and co-operation in the difficult times.
By Order of the Board of
STG Lifecare Limited
Annexure 2 - Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules 2014
The company is incurring losses for last several years. Therefore no remuneratin is paid to any of the directors of the company. Only expenditure incurred for attending the meetings of the board or committee thereof are reimbursed. The company secretary of the company is paid salary of INR 10000/- per month.
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part A: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|1.||Name of the subsidiary||M/s Software Technology Group|
|Inc. San Jose California USA|
|2.||Reporting period for the subsidiary concerned if different from the holding company's reporting period|
|3.||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries||USD|
|5.||Reserves & surplus||$92550|
|10.||Profit before taxation||-|
|11.||Provision for taxation||-|
|12.||Profit after taxation||-|
|14.||% of shareholding||60%|
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations 2. Names of subsidiaries which have been liquidated or sold during the year.
Part B: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to Associate Companies and Joint Ventures
|Name of associates/Joint Ventures||NA||NA||NA|
|1. Latest audited Balance Sheet Date||NA||NA||NA|
|2. Shares of Associate/Joint Ventures held by the company|
|on the year end||NA||NA||NA|
|Amount of Investment in Associates/Joint Venture||NA||NA||NA|
|Extend of Holding%||NA||NA||NA|
|3. Description of how there is significant influence||NA||NA||NA|
|4. Reason why the associate/joint venture is not consolidated||NA||NA||NA|
|5. Net worth attributable to shareholding as per latest audited|
|6. Profit/Loss for the year||NA||NA||NA|
|i. Considered in Consolidation||NA||NA||NA|
|ii. Not Considered in Consolidation||NA||NA||NA|
1. Names of associates or joint ventures which are yet to commence operations. NA 2. Names of associates or joint ventures which have been liquidated or sold during the year. NA.
Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.