The Board of Directors hereby submits the Report of the Business and Operations of yourCompany along with the Audited Financial Statements for the year ended 31stMarch 2019.
1. FINANCIAL PERFORMANCE
The Summary of Financial Results of the Company for the year ended 31st March 2019 isas under:
Amount in Rupees
|Particulars ||For the year ended March 2019 ||For the year ended March 2018 |
|Total Income ||NIL ||111074 |
|Total Expenditure ||1633916 ||1000195 |
|Profit/Loss Before Tax ||(1633916) ||(889121) |
|Less: Provision of Taxation Including Deferred Tax ||- ||- |
|Profit/Loss After Tax (PAT) ||(1633916) ||(889121) |
|Add: balance brought forward from previous year ||(41282385) ||(40332330) |
|Add: Prior Period Expenses/Deferred Tax Liabilities ||5125 ||60934 |
|Balance Carried to Balance Sheet ||(42921426) ||(41282385) |
2. COMPANY'S PERFORMANCE
During the year under report the company marked "NIL" income from operationas against of Rs. 1.11 in previous year. The loss increased to Rs. (16.33) Lacs in2018-2019 from Rs. (8.89) Lacs in 2017-18.
3. AMOUNT TRANSFERRED TO RESERVE
In view of the losses occurred during the year the Company has not transferred anyamount to reserves.
Due to accumulated losses of the Company your Directors do not recommend any dividendfor the year under review.
5. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussions and Analysis Report forming part of the Directors' Report forthe year under review as stipulated under Regulation 34(3) read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business of the Company.
7. RELATED PARTY TRANSACTIONS
All related party transactions pursuant to section 188 (1) of the Companies Act 2013that were entered during the financial year were in the ordinary course of the business ofthe Company. There were no materially significant related party transactions entered bythe Company with Promoters Directors Key Managerial Personnel or other persons which mayhave a potential conflict with the interest of the Company.
Since there were no related party transaction during the year under review except inthe ordinary course of business form AOC-2 as prescribed under section 134(3)(h) of theCompanies Act 2013 is not applicable to the Company.
8. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof Directors of the Company has established "Vigil Mechanism Policy" forDirectors and employees of the Company to report genuine concerns. The said mechanism alsoprovides for direct excess to the Chairperson of the Audit Committee in appropriate orexceptional cases.
The said policy is available on the website of the Company atwww.servotechengineering.in
9. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management which aims atenhancing Shareholder's values and providing an optimum risk - reward trade - off.
10. PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The company has not provided any loan guarantee and made investments under Section 186of the Companies Act 2013.
11. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company has no Subsidiary Joint Venture or Associate companies during the yearunder review.
The Board of Directors (the Board) of Servoteach industries Limited comprises oneExecutive Director and a balanced combination of Independent and Non-Executive Directors.The Independent Directors viz. Mr. Narendra Rameshchandra Gupta and Mr. Rohit TalakchandDoshi have been re-appointed for a period of five years till September 2024.
During the year one meeting of Independent Directors was convened on May 22nd2019. All Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act.
Mr. Radheshyam Lahoti (DIN:00755363) Director retires by rotation at this AGM andbeing eligible offers himself for re-appointment. Brief profiles of Mr. Radheshyam Lahotiform part of the Notice convening AGM.
The current term of Mr. Radheshyam Lahoti as the Managing Director expires onSeptember 2020. The Board of Directors at its meeting held on 12th August2019 has approved the reappointment of Mr. Radheshyam Lahoti as the Managing Director ofthe Company for a period of 3 years with effect from September 2020 subject to theapproval of the members at the general meeting.
13. BOARD OF DIRECTOR'S MEETINGS CONDUCTED DURING THE YEAR
During the Year 2018-19 The Board of Directors met 5 times in accordance with theprovisions of the Companies Act 2013 and rules made there under. The dates on which theseBoard Meetings were held are 05/04/2018 30/05/2018 13/08/2018 05/11/2018 and11/02/2019 respectively. Additionally during the financial year ended 31stMarch 2019 the Independent Directors held a separate meeting pursuant to the requirementof Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015.
14. AUDITORS AND AUDITORS' REPORT
As per the provisions of Sections 139 142 and all other applicable provisions of theCompanies Act 2013 (including any statutory modification(s) or re-enactment thereof forthe time being in force) at the 22nd Annual General Meeting of the Companyheld on 29th September 2017 the Members of the Company had appointed M/s. Amit &Disha Associates Chartered Accountants (Firm Registration No. 119350W) as StatutoryAuditors of the Company to hold the office for a term of 5 (five) years from theconclusion of 22nd (twenty Second) Annual General Meeting till the conclusionof the 27th (Twenty Seventh) Annual General Meeting.
Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th May 2018has done away with the requirement of ratification of appointment of Statutory Auditors atevery Annual General Meeting as per the first proviso of Section 139 of the CompaniesAct 2013 and the Companies (Audit and Auditors) Amendment Rules 2018. Accordingly theCompany is not required to pass any resolution pertaining to ratification of theappointment of Statutory Auditors in the Annual General Meeting.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has Internal Control Systems Commensurate with the size scale andcomplexity of its operations. The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control systems in the Company accounting procedures and policieswithin the Company. Based on the report of internal audit function process ownersundertake corrective action in respective areas and thereby strengthen the controls.Significant observations and corrective actions thereon are presented to the AuditCommittee from time to time.
16. SECRETARIAL AUDITOR AND AUDIT REPORT FOR THE PERIOD ENDED 31st MARCH2019
Secretarial Audit for the Financial Year 2018-19 was conducted by M/s Jaisal Mohatta& Associates Company Secretaries in Practice in accordance with the provisions ofSection 204 of the Act. The Secretarial Auditor's Report is attached to this Report asAnnexure -A.
17. OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDITREPORTS
The Statutory Audit report and Secretarial Audit report does not contain anyqualification reservation or adverse remark requiring explanation or comments from theBoard under Section 134 (3) (f) of the Companies Act 2013.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Provisions of Section 134 (3) (m) of the Companies Act 2013 read with the Rule 8 ofthe Companies(Accounts) Rules 2014 on conservation of energy and technology absorptionare not applicable. Hence no disclosure is being made in this regard. During the yearthe Company has neither earned nor used any Foreign Exchange.
19. CORPORATE GOVERNANCE
As per Regulation 15(2)(a) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the compliance with the corporate governance provisions as specified inregulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply inrespect of -
(a) the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year.
As our company does not have the paid up share capital exceeding Rs 10 Crores and Networth exceeding Rs. 25 Crores the Corporate Governance Report is not applicable.
20. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
[A] Audit Committee:
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby discloses the composition of the Audit Committee as under:
|Name of Director ||Category of Directorship ||Designation ||Number of meeting held ||Number of meeting attended |
|Rohit Doshi ||Independent Non - Executive ||Chairman ||5 ||5 |
|Narendra Gupta ||Independent Non - Executive ||Member ||5 ||5 |
|Radheyshyam Lahoti ||Executive Director ||Member ||5 ||5 |
During the year five meetings of Audit Committee were held i.e. on 05/04/201830/05/2018 13/08/2018 05/11/2018 and 11/02/2019.
[B] Nomination and Remuneration Committee:
The Board has in accordance with the provisions of sub-section (3) of section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
The said policy is available on company's website at www.servotechengineering.in
|Name of Director ||Category of Directorship ||Designation ||Number of meeting held ||Number of meeting attended |
|Rohit Doshi ||Independent Non - Executive ||Chairman ||1 ||1 |
|Narendra Gupta ||Independent Non - Executive ||Member ||1 ||1 |
|Radheyshyam Lahoti ||Executive Director ||Member ||1 ||1 |
During the Financial Year ended on 31st March 2019 the Nomination and RemunerationCommittee met on 11/02/2019.
[C] Stakeholders Relationship Committee
Pursuant to the provisions of section 178(5) of the Companies Act 2013 Companies whichconsist of more than one thousand shareholders debenture- holders deposit - holders andany other security holders at any time during year shall constitute a StakeholdersRelationship Committee.
As there are no debenture- holders and deposit - holders with Company Company does notrequire forming Stakeholders Relationship Committee.
As mentioned in point no.19 above Regulation 20 of SEBI (LODR) Regulations 2015 isnot applicable to the Company and therefore is exempted from the formation of the saidCommittee.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act 2013 (the"Act") with respect to Directors' Responsibility Statement your Directorsconfirmed that:
a. in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating 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 true andfair view of the State of Affairs of the Company at the end of the financial year ended31st March 2019 and of profit of the Company for that year;
c. the Directors had taken proper and sufficient care for the maintenance of adequateAccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors had prepared the Annual Accounts on a going concern basis.
e. company has Proper internal financial control system and operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
22. COMPOSITE SCHEME OF CAPITAL REDUCTION AND AMALGAMATION OF THE COMPANY
On 28th June 2018 Company have filed Application under Regulation 37 of theSEBI (Listing Obligations and disclosure Requirements) Regulations 2015 for the proposedComposite Scheme of Amalgamation of Servotech India Limited (Transferor Company) withServoteach Industries Limited (Transferee Company) and Capital Reduction of the Company.
The Board on 05th November 2018 considered and decided to withdraw thecomposite Scheme of Arrangement and Amalgamation of Servotech India Limited (theTransferor Company) with Servoteach Industries Limited (the transferee Company) andCapital Reduction of Servoteach Industries Limited.
23. PARTICULARS OF EMPLOYEES
As there were no employees throughout the year under review who were in receipt ofremuneration exceeding the prescribed limit in Companies Act 2013 and its regulations andrules. Hence no statement is attached herewith as required in terms of sections 134 and197 of the Companies Act 2013.
24. ENVIRONMENT AND POLLUTION CONTROL
The term relating to compliance with all relevant statutes relating to the environmentand pollution control in the area of environment are presently not applicable.
25. EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith Annexure B.
26. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to regulation 16 (b) under SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 and the provisions of sub - section (7) of Section 149 ofthe Companies Act 2013 the Company has received individual declarations from all theIndependent Directors confirming that they fulfill the criteria of independence asspecified in section 149(6) of the Companies Act 2013.
In accordance with Section 149(4) and other applicable provisions if any read withSchedule IV of the Companies Act 2013 the Company has 1/3rd of the total Directors as anIndependent Directors for a maximum period of 5 years and they are not liable to retireby rotation.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of your Company and its future operations.
28. MATERIAL CHANGES AND COMMITMENTS
The Company has changed its name from Servotech Engineering Industries Limited toServoteach Industries Limited by Special Resolution passed by its shareholders at AnnualGeneral meeting held on 29th September 2017.
29. BOARD EVALUATION
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
30. CEO - CFO CERTIFICATION AS PER REG. 17(8) OF SEBI (LODR) REGULATIONS 2015
As mentioned in point no. 19 above Regulation 17(8) is not applicable to the Company.Hence CEO- CFO Certification is not enclosed.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Government Authorities Customers Vendors Advisors Membersand all concerned during the year under report. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff of the Company.
|Place: Mumbai ||By Order of the Board || |
|Date: 12/08/2019 ||Sd/- ||Sd/- |
| ||Radheshyam Lahoti ||Ramawatar Lahoti |
| ||Managing Director ||Director |
| ||DIN:00755363 ||DIN:00755163 |