To the Members
Your Directors have pleasure in presenting the 29th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2013.
| || ||(Rs. in Lacs) |
|Financial Results ||Year Ended 31.03.2013 ||Year Ended 31.03.2012 |
|Income ||2426.16 ||3912.90 |
|Profit before Tax ||11.79 ||143.89 |
|Less : Provision for Taxation ||4.05 ||48.21 |
|Profit after Tax ||7.62 ||96.79 |
|Add : Profit brought forward from Previous Year ||153.83 ||244.54 |
|Balance carried forward ||161.45 ||341.33 |
Due to inadequate profits in the current year. Board has not recommended any dividendfor the Financial Year 2012-2013.
As on March 31 2013 your Company has a Wholly Owned Subsidiary (WOS) in Ghana underthe name of Santowin Ghana Limited (SGL) for the purpose of extracting gold and heavymachinery hiring in Ghana.
As required under Section 212 of the Companies Act 1956 the Annual Report togetherwith Balance Sheet and Profit and Loss Account for the year ended March 31 2013 of thesubsidiary company is attached.
In accordance with the provisions of the Companies Act 1956 and pursuant to theprovisions of Articles of Association of your Company. Mr. Ashok Gupta and Mr. VinodBansal are liable to retire by rotation and being eligible offer themselves forre-appointment in the forthcoming Annual General Meeting.
The observations made by the Auditors in their report are appropriately dealt with inthe Notes forming part of the accounts for the year which are self-explanatory andhence do not require any further explanations.
M/s MNRD & Associates will be replaced by M/s Jain Anil & Associates asAuditors of the Company from the conclusion of the 29 Annual General Meeting until theconclusion of the 30th Annual General Meeting of the Company.
M/s. Jain Anil & Associates have also expressed their willingness to act asAuditors of the Company if appointed and have further confirmed that the said appointmentwould be in conformity with the provisions of Section 224(IB) of the Companies Act 1956.
APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT
During the year the Company has appointed Purva Sharegistry (India) Private Limited asits Registrar and Share Transfer Agent. The details of the Registrar and Share TransferAgent of the Company are provided in the Report of Corporate Governance attached to thisAnnual Report.
During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 58A of the Companies Act 1956 and the rules thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as required underClause 49 of the Listing Agreement with the Stock Exchange is given as a separatestatement in the Annual Report.
Report on Corporate Governance in terms of Clause 49 of the Listing Agreement togetherwith a Certificate from the Auditors confirming compliance with the conditions ofCorporate Governance are annexed and forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great satisfaction foryour Company that our employees have been very supportive of your Company's plan.Relations with employees continue to be cordial.
There is no information as required pursuant to the provisions of section 217(2A) ofthe Companies Act 1956 read with the companies (Particular of employees) amendmentsrules 1988 to be reported.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT 1956
Further pursuant to the provisions of Section 217(1)(e) of the Companies Act 1956read with the Companies (Disclosure of particulars in the Report of Board of Directors)Rules 1988 there is no material information regarding conservation of energy technologyabsorption foreign exchange earnings and out go concerning your Company to be reported.Your Company has taken the necessary steps to conserve energy absorb upgraded technologywhere ever necessary. During the year under review the Company did not earn any foreignexchange and there was no expenditure in foreign exchange.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000 your Directorsconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed;
(b) appropriate accounting policies have been selected and applied consistently andthat they have made judgements and estimates that are reasonable and prudent so as to givea true and fair view of the affairs of the Company for the year ended March 31 2013;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act. 1956. forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
(d) the annual accounts have been prepared on a 'going concern' basis.
The Board of Directors wishes to convey their appreciation to all your Company'semployees for their performance and continued support. The Directors would also like tothank all the Shareholders Consultants. Customers Vendors. Bankers. Service Providersand Government and Statutory Authorities for their continued support.
| ||For and on behalf of the Board |
| ||For SANTOWIN CORPORATION LIMITED |
|Place: Mumbai ||Ashok Gupta |
|Date: September 5 2013 ||Chairman |
|Registered Office: || |
|702 7th Floor Concord CHS Ltd. || |
|N.S. Road No. 10 JVPD Scheme Juhu || |
|Mumbai - 400 049 || |