Your Directors have pleasure in presenting the 35th Annual Report of your Company forthe financial year ended 31st March 2019.
The financial performance of your Company for the year ended 31st March2019 is summarized below:
| ||Current Year ||Current Year |
| ||2018-2019 ||2017-2018 |
| ||(Rs) ||(Rs) |
|Sales ||NIL ||592151 |
|Other Income ||5683934 ||12910256 |
|Cost of Material Sold ||NIL ||5.30118 |
|Administration & Other Expenses ||3921834 ||7713329 |
|Depreciation & Amortization Expenses ||5194555 ||5196843 |
|Profit Before Tax ||-3432455 ||62117 |
|Provision for Tax ||8140 ||15000 |
|Profit after Tax ||-3440595 ||47117 |
The Equity Shares of the company are listed at the BSE Ltd. The Company has paid annuallisting fees to the Bombay Stock exchange for the year 2019-20
In the current year your director don't recommend dividend in the interest of thecompany.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments & Resignations
During the year Mr. Nipun K Zaveri Mr. Bhaven T Bakhai & Pramit M Shah wereappointed as additional Directors with effect from 01/03/2019
During the year Mr. Shantilal L Chengede have resigned with effect from 29/08/2018
NUMBER OF MEETINGS OF THE BOARD
During the year Eight Board Meetings and Four Audit Committee Meetings were convenedand held. The details of these are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013
Details of mandatory Board Committee namely Audit committee Nomination andRemuneration Committee and Stakeholders Relationship Company are set out in the CorporateGovernance Report which forms part of this Report.
There has been no situation where the Board has not accepted any recommendation of theAudit Committee.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) of the Companies Act 2013 the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards and Schedule III of the Companies Act2013 have 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 2019 and ofthe profit and loss of the Company for the financial year ended 31st March2019;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
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
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 ListingAgreement.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of Nomination & Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors Key Managerial Personnel and otheremployees. As required by the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and prescribed details are annexed to this report.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK
There is no qualification reservation or adverse remark or disclaimer made-
i. by the auditor in his report; and
ii. By the Company Secretary in practice in his secretarial audit report.
LOANS GUARANTEES 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 2019
Investments in Partnership Firm (details are as below mentioned)
|Name of The Company ||Amount (Rs) as at 31st March 2019 |
|Rajyog Enterprise-Capital ||27000 |
|Rajyog Enterprises- Loans & Advances ||42294568 |
|Rajyog Construction- Capital ||2200 |
|Rajyog Construction- Loans & advances ||251867 |
|Rajyog Realtors- Capital ||37500 |
|Rajyog Realtors- Loans & Advance ||67955467 |
There are no other loans and guarantees issued by your Company in accordance withSection 186 of the Companies Act 2013 read with the Rules issued there under.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) and 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Listing Agreement with Stock Exchange a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance forms an integral part of this Report (Annexure A).
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business.
The Company has formulated a Policy on Related Party transactions. This policy asapproved by the Board is uploaded on the Company's website - http://www.stcl.co.in/
The report of the Board in respect of the particulars of contracts or arrangements withrelated parties referred to sub-section (1) of section 188 in Form AOC-2 is annexed tothis report.
The details of the related party transactions as required under Accounting Standards 18 are set out in Notes to accounts to the standalone financial statements formingpart of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year on 31st March2019 to which the financial statement relate and the date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FORIGN EXCHANGE EARNINGS AND OUTGO
(Section 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014)
Conservation of Energy
The Company is engaged in the Business of Bakery products under which its operations donot account for substantial energy consumption. However the Company has taken allnecessary steps to conserve energy. The management has ensured that all these measures arecomplied with.
The provisions relating to technology absorption are not applicable to the Company.
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a company's capacity to create sustainable value isthe risks that the company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processesfocuses on ensuring that these risks are identified on a timely basis and addressed.
CORPORATE SOCIAL RESPONSIBILITY
The company does not fall under the categories of companies required to constitute theCorporate Social Responsibility (CSR) Committee as per Sec 135 of the Companies Act 2013.Therefore the Company has neither constituted CSR Committee nor has it developed orimplemented any Policy on Corporate Social Responsibility.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and compliance committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
During the financial year 2017 18 your Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
The Company does not have any subsidiary/joint venture/ associate. Accordingly therewere no companies which have become or ceased to be its subsidiaries joint ventures orassociate companies during the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andthe Listing Agreement. The policy provides for a framework and process whereby concernscan be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them.
The policy is uploaded on website of the company - http://www.stcl.co.in/
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015the company familiarized its Independent Directors on their roles rightsresponsibilities in the company nature of the industry in which company operatesbusiness model of the company changes in laws applicable to the Companies.
A not on familiarization program is uploaded on company website- http://www.stcl.co.in/
PARTICULARS OF EMPLOYEES
The information 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. In terms of Section 136of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employee' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any member is interestedin obtaining a copy thereof such Member may write to the Company in this regard.
SECRETARIAL AUDIT REPORT
Pursuant to the provision of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed R N Gupta Practicing Company Secretary to conduct the Secretarial Audit ofyour Company. The Secretarial Audit Report is annexed herewith as "Annexure [C]" to this Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS
The company conducts its business with integrity and high standards of ethical behaviorand in compliance with laws and regulations that govern its business.
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 Rules that apply under Section 133 and otherapplicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companies Act 1956 tothe extent applicable. These are in accordance with generally accepted accountingprinciples in India. Changes in policies if any are approved by the Audit Committee inconsultation with the Auditors.
Under Section 177(4) (vii) the Audit Committee evaluates the internal financialcontrols and makes a representation to the Board. The purpose of IFC is to ensure thatpolicies and procedures adopted by the Company for ensuring the orderly and efficientconduct of its business are implemented including policies for and the safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.
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 acted upon in line withthe 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 in future.
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.
The Board has appointed M/s Vridhi & Associates Chartered Accountants (FirmRegistration No: 141142W) as the Statutory Auditors of the Company to hold office fromconclusion of the 33rd Annual General Meeting until the conclusion of 38thAnnual General Meeting of the Company. M/s Vridhi & Associates have confirmed theireligibility under section 141 of the Companies Act 2013 and the Rules framed there underfor appointment as Auditors of the Company. As required under the Listing Agreement theauditors do not have a Peer Review Certificate issued from the Peer Review Board ofInstitute of Chartered Accountants of India; however it will be obtained at the earliest.
According to MCA Notification S.O. 1833(E) dated May 07 2018 the provision of annualratification of appointment of auditors has been done away with. Accordingly M/s Vridhi& Associates continue to act as Statutory Auditors in accordance with section 139 and141 of the Companies Act 2013 and rules made there under the same therefore does not formpart of the notice conveying ensuing AGM.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under.
During the Financial Year 2018 19 company has not received any complaintsregarding sexual harassment at workplace.
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.
|By Order of the Board || |
| ||Mumbai |
| ||Date: 27th May 2019 |
|Surendra Savai || |
|Managing Director || |