Your Directors have pleasure in presenting their Thirty Fifth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312017.
1. Financial summary or highlights/Performance of the Company
The company's financial performance for the year ended March. 2017 is summarized below
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||2701.37 ||3054.69 |
|Profit Before Interest and Depreciation ||72.22 ||114.16 |
|Finance Charges ||35.64 ||60.49 |
|Gross Profit ||436.28 ||486.53 |
|Provision for Depreciation ||18.68 ||24.32 |
|Net Profit Before l ax ||17.89 ||34.73 |
|Provision for Tax (Including Deferred Taxes) ||5.56 ||10.97 |
|Net Profit After Tax ||12.34 ||23.77 |
|Balance of Profit brought forward ||214.62 ||190.85 |
|Balance available for appropriation ||226.96 ||214.62 |
|Transfer to Depreciation Reserve ||Nil ||Nil |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|1 ransfer to General Reserve ||Nil ||Nil |
|Surplus carried to Balance Sheet ||226.96 ||214.62 |
2. Brief description of the Company's working during the vear/State of Company's affair
Our working results have been reduced during the current year. Profitability of Companydecreased from Rs. 23.77 lakhs to Rs.12.34 lakhs.
A detailed analysis ofCompany'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.
6. Change of Name
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. Asharam S. Rungta (DIN: 00320409). Mrs. Sumeeta S. Tulsiyan (DIN: 01319879) and Mr.Maheshkumar R Maheshwari (DIN: 07154315). Directors retire by rotation at the forthcomingAnnual General Meeting and being eligible offer themselves for reappointment.
8 Particulars of Employees
Pursuant to the C ompanies (Appointment and Remuneration of Managerial Personnel)Rules 2014. none of the employee exceed prescribed limit of remuneration as stated inrules hence 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 Four 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
All Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act. 2013read with SEBI Listing Regulations so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and SEBI ListingRegulations.
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. Managerial Remuneration:
A) Separate remuneration committee is Ihere 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. 10I483W) 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 35th AGM to theconclusion of the 36th 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 FY2016-17
17. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act. 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the Companyhas appointed Ms Lalita Lath. Company Secretary in whole time Practice having theiroffice at. D-103. Om Elegance Bldg no 3 Chincholi Bunder Rd. Malad West Mumbai 400064 toundertake the Secretarial Audit functions of the Company.
The Secretarial Audit Report submitted by Ms Lalita Lath in the prescribed form MR- 3is attached as 'Annexurc IV. which forms part of this Annual Report.
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
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements ofrisk if any. this in theopinion ofthc 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 by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No such orders passed against company
24. Adequacy of Internal financial controls with reference to the financial statements
The Companies Act. 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company. The system should be designed and operated effectively.Rule 8(5)(viii) of Companies (Accounts) Rules. 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board's report.
To ensure effective Internal Financial Controls the Company has laid down the followingmeasures:
- The Company has a comprehensive risk management framework.
- The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).
- Compl iance of secretarial functions is ensured by way of secretarial audit.
- Compliance relating to cost records of the company is ensured by way of cost audit
The Company not accepted any deposits during the year covered under Chapter V of theAct
26. Particulars ofloans. guarantees or investments undersection 186
Particulars of Loans given investments made guarantees given are provided in financialstatement. Please refer to Note 12.17 and 30 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 11
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 2017
30. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(prevention. Prohibition And Redressal) 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 earnins andoutgo
The details of conservation of energy technolog)' absorption foreign exchangeearnings and outgo are as follows:
a) Conservation of energy
|(i) the steps taken or impact on conservation of energy ||Electric Enerev: Reeular maintenance. Better utilization of running machine Improving electricity power factor. Monitoring the overall energy consumption and corrective measures. |
| ||Fuel & Oil Consumption: |
| ||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) the capital 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 absorption ||No technology has been imported by the company. Technology innovation and changes wherever possible are 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 frilly absorbed || |
|(d) if not frilly 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 are being maintained. |
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange used was Rs. 29.70 lakh and the totalforeign exchange earned was Rs. 587.99 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 currentlyunderway. Your Company thrust is on the promotion of talent internally Ihrough 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 312017 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 w'as nounclaimed dividend outstanding as on 31st March 2017 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 2016-2017 toBSE where the Company's 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 R TULSIYAN) |
| ||MANAGING DIRECTOR |
|Place: MUMBAI || |
|Date: 29.05.2017 || |