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S T Services Ltd.

BSE: 538876 Sector: Financials
NSE: N.A. ISIN Code: INE907D01012
BSE 00:00 | 04 Jan S T Services Ltd
NSE 05:30 | 01 Jan S T Services Ltd
OPEN 9.44
PREVIOUS CLOSE 9.44
VOLUME 20
52-Week high 9.44
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.44
CLOSE 9.44
VOLUME 20
52-Week high 9.44
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S T Services Ltd. (STSERVICES) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 30thAnnual Report together with the Audited Statement of Accounts of S T Services Limited ("theCompany") for the year ended March 31st 2019.

FINANCIAL PERFORMANCE (Standalone)

The summarized performance of the Company for financial year 2018-19 and 2017-18 isgiven below :—

(Amoun in Rupees)
Financial Statements Standalone
31/03/2019 31/03/2018
Total Income 2029633 2175289
Profit/(loss) before Depreciation & Taxation (10568714) 156574
Depreciation 24540 29988
Profit before taxation (10593254) 126586
Provision for Income Tax 32328 30158
Provision for Deferred Tax 24267 544
Net Profit/(Loss) After Tax (10649849) 95884
Less: Contingent Provision against Standard Assets. (6786) (1540)
Profit/(Loss) brought forward from previous year 1568053 1492909
Profit available for appropriation (9088582) 1587253
Less: transferred to special reserve. (19200)
Profit/(Loss) carried to Balance Sheet (9088582) 1568053

Reserve & Surplus

The balance of Reserve & Surplus as at 31st March 2019 stands atRs.(8601757/-) after making appropriations indicated above.

Summary of Operations

The Company is a Non-Banking Financial Company and engaged in advancing of Loans andInvestments in shares and securities. During the year Company sold some of itsInvestments at best available prices resulting into a major loss. It is expected thatsuch decisions will be beneficial in the long-run in view of future financial marketsproblems.

Dividend

In view of losses the Directors are not recommending any dividend.

Listing of Shares of the Company

The shares of the Company are listed at BSE Limited & The Calcutta Stock ExchangesLimited.

Change in Nature of Business

There was no change in the nature of business of the Company.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of Financial Year to which the Balance Sheet relates on the dateof this report. There was no significant and material order passed by the regulators orcourts or tribunals impacting the Going Concern status and Company's operations in future.

Internal Financial Control

The Company has in place adequate internal control systems and procedures commensuratewith the size and nature of the business. These systems and procedures provide reasonableassurance of maintenance of proper accounting records reliability of financialinformation protection of resources and safeguarding of assets against unauthorized use.

Share Capital / Finance

Your Company has not issued any Equity Shares or shares with differential rights/Employee Stock Option Plan/ Sweat Equity Shares during the year.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isAnnexed as Annexure 1.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 yourDirectors confirm that :

(a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating 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 had 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.

Statutory Auditors their Report and Notes to Financial Statements

Tenure of M/S S Jaykishan Chartered Accountants (FRN : 309005E) Statutory Auditorswill expire upon the conclusion of the 30th AGM of the Company. The Board ofDirectors approached M/s M. L. Choudhry & Co. Chartered Accountants (FRN : 306125E)Kolkata and received consent from the Auditors to the effect that if they are appointedit would be in accordance with the provisions of the Section 141 or other applicableprovisions of the Companies act 2013 Accordingly a resolution proposing appointment ofM/s M. L. Choudhry & Co. Chartered Accountants as the Statutory Auditors of theCompany pursuant to Section 139 of the Companies Act 2013 forms part of the 30th AGM forapproval of members.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report and are self-explanatory. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.

Meetings

Details of the various meetings held during the financial year 2018-19 is been given inthe Corporate Governance Report.

Corporate Governance Report

Your Company recognizes the importance of good Corporate Governance in buildingshareholders confidence improving investor protection and enhancing Long-term enterprisevalue. A report on Corporate Governance is annexed.

SEBI(LODR) REGULATIONS2015

All the regulations and provisions of SEBI(LODR) Regulation 2015 has been complied byyour Company within the due date.

MD/CFO Certification

The Company has obtained a certificate as required under Regulation -17(8) of SEBI(LODR) Regulation 2015for the year ended 31-03-2019.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the company has appointed Mis. AnjaliMishra (ACS No.:52144) a Practicing Company Secretary (COP No: 19195) as SecretarialAuditors of the Company. The Secretarial report of the Secretarial Auditors is enclosed asAnnexure 2 to this report. The report is self-explanatory and do not call for anyfurther comments.

Statutory & Legal Matters

A letter was received by the Company from BSE during 2017-18 regarding issue relatedto Shell Companies and appointment of Forensic Auditor therein. The Company has dulyreplied to all the queries issued by the BSE. Further the Company has filed Suit againstappointment of Forensic Auditor and the same is subjudice.

Particulars of Loans Guarantees or Investments under sec-186 of Companies Act 2013

a) Details of Loans Guarantees or Investments under see-186 of Companies Act 2013.

Details of loans & advances are given in the notes to the Financial Statements.

b) Details of Investments :

Details of Investments are given in the Notes to the Financial Statement.

Related party transactions

Details of related party transactions are given in the Notes to the FinancialStatements.

Risk Management Policy

Pursuant to section 134(3)(n) of the Companies Act 2013 the Company has adopted aRisk Management policy. The Board identifies some risks that may affect the business ofyour Company and segregate them in various categories. Based upon such categories Boardhas directed the management to adopt and follow certain preventive steps. Board reviewsthe Risks periodically.

Vigil Mechanism Policy

The Board has adopted a whistle blower policy for the Company. The policy is formulatedto provide opportunity to all the employees to access in good faith to the AuditCommittee of the Company in case they observe any unethical and improper practice orbehavior or wrongful conduct in the Company and to prohibit managerial personnel fromtaking adverse personnel action against such employee.

Declaration by independent directors

The Independent Directors have submitted their declaration of independence as per theCompanies Act 2013 to the Board.

Corporate Social Responsibility

Incompliance with the requirements of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rule 2014 is not applicable to the Company.

Directors and Key Managerial Personnel

Mr. Shiv Kumar Jaria (DIN 01082212) Director retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.

Formal Annual Evaluation

The Board has adopted a policy for evaluation of itself along with all its committeesand all the directors individually. Based on such policy the Board in its first BoardMeeting held after the financial year 2017-18 performed an evaluation of its own workingof all its committees and personal evaluation of Directors.

Transfer of Amounts to Investor Education and Protection Fund

There were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).

Public Deposits

Your Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits Rules) 2014.

Particulars of Employees (Managerial Remuneration)

The information required pursuant to sec-197 read with Rule 5 of The CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 —

The ratio of remuneration of median employee to that of the Managing Director andCompany Secretary are 1:1 and 1:1 respectively. No other directors get any remunerationfrom the Company.

Energy technology absorption foreign exchange earnings and outgo

The nature of the Company's business does not require involving any type of energyconsumption or adaptation of any technology.

The particulars required to be furnished under Rule 8 of the Companies (accounts)Rules 2014:

i) Part A and B pertaining to conservation of energy and technology absorption are notapplicable to the Company.

ii) Foreign Exchange earnings and outgo are as under:

Earnings : Rs. Nil
Outgo : Rs. Nil

Acknowledgement

Your Directors would like to express their sincere appreciation of the cooperationassistance received from everyone related to the Company during the year under review.

For and on behalf of the Board
S T SERVICES LIMITED
SD/-
(Goutam Kumar Mondal)
(Managing Director)
Date : 29-05-2019 (DIN: 00556652)
Place : Kolkata