Your Directors are pleased to present the Twenty Fourth Annual Report of the companytogether with the Audited Statements of Accounts for the year ended March 31 2017.
|Particulars ||Year Ended 31st March 2017 ||Year Ended 31st March 2016 |
|Total Revenue ||643008/- ||542995/- |
|Total Expenditure ||4585296/- ||20094986/- |
|Profit/(Loss) for the year ||(607227)/- ||(10079298)/- |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Due to steep global economic slowdown with sluggishness and recession in the domesticeconomy as well as due to restructuring your company had suffered loss of Rs. 6.07 Lakhsas against the loss of last year amounting Rs. 100.79 Lakhs. Your Directors are hopeful ofbetter performance in the coming year.
In view of the current year loss your Board has decided not to recommend dividend thisyear.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed not to transfer any fund to its reserves.
CHANGE IN NATURE OF BUSINESS IF ANY
There is no change in nature of business of the company.
CHANGES IN SHARE CAPITAL IF ANY
During the Financial Year 2016-17 there is no change in Share Capital.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
According to Rule 4(4) of Companies (Share Capital and Debenture Rules 2014) it isrequired to provide disclosure regarding issue of equity shares with differential votingrights. For the Financial Year 201-17 there is no Issue of Equity Shares with DifferentialRights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
According to Rule 12 (9) of Companies (Share Capital and Debenture) Rules 2014 it isrequired to provide disclosure regarding issue of employee stock option. This disclosureis not applicable as Company has not issue Employee Stock Options.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
According to Rule 8 (13) of Companies (Share Capital and Debenture) Rules 2014 it isrequired to provide disclosure regarding issue of sweat equity shares. This disclosure isnot applicable as Company has not issued Sweat Equity Shares.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are No material changes / event.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
A. Conservation of Energy
The operations of company are not energy intensive however energy conservation hasalways been given focus form point of view of cost control. Adequate measures have beentaken to conserve and optimize the use of energy by using energy efficient computers andequipment with latest technologies.
B. Technology Absorption Research and Development (R&D)
In its endeavors to obtain and deliver the best your company continuously develops andadopts new technologies to aid efficient management of its resources.
C. Foreign Exchange Earning and Outgo
Efforts continue to enlarge the product range and geographical reach on export marketin order to maximize foreign exchange inflow and every effort is being made to minimizethe foreign exchange outflow.
Total Foreign Exchange Earnings on accrual basis during the period is Nil against Rs.NIL of previous period.
Total Foreign exchange Outgo on actual basis during the year amounted to NIL againstRs. NIL of previous period.
No Deposit is accepted during the F.Y. 2016-17.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM IT HOLDING OR SUBSIDIARY
There is No receipt of any commission by MD / WTD from a Company and/or receipt ofcommission / remuneration from it holding or Subsidiary to be provided.
No shares were issued during the year.
CHANGE IN NATURE OF BUSINESS:
During the year there was no change in nature of Business of the Company.
The Company is committed to maintain the standards of corporate governance and adhereto the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the SEBI (LODR) Regulations 2015 forms an integral part ofthis Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
Declaration by WTD/CFO that the Board Members and SMPs have complied with the Code ofConduct
[Regulation 26(3) SEBI (LODR) Regulations 2015]
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report [Annexure1].
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
No cases filed during the Financial Year and their disposal under the Act
No frauds which have been reported to the Audit Committee / Board but not to CG have tobe disclosed.
M/s. H. K Batra & Associates Statutory Auditor of the Company hold office tillthe conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.They have confirmed their eligibility to the effect that their re-appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forre-appointment.
SECRETARIAL AUDIT REPORT
As the company is incurring losses for last several years therefore the company has notappointed Secretarial Auditor during the period.
EXPLANATION TO AUDITOR'S REMARKS
Pertaining to qualification no. 1 of auditor's report it is submitted that the companyhas received enquiries from the patients from India and abroad for their medical treatmentby using the newly designed Website of the Company. The Company is getting excellentresponse from the hospitals to associate with the company for patient referrals. The Boardis of the opinion that the income from this business will increase in near future and thecompany would be able to carry on its business profitably.
Pertaining to qualification no. 2 of auditor's report it is submitted that the Boardis hopeful of better performance in the coming years. The Board is of the opinion that thecompany will have sufficient taxable income in the future against which the deferred taxasset could be realized.
DECLARATION BY INDEPENDENT DIRECTOR
Independent directors in the opinion of the Board are person of integrity and possessrelevant expertise and experience and affirm to the points given u/s 149(6) of CompaniesAct 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has internal control system in place.
During the Financial Year 2016-17 4 (four) meetings of the Board of Directors of thecompany were held on 27/05/2016 23/08/2016 14/11/2016 and 14/02/2017.
Audit Committee of the company consist of Mr S. M. Pathak Mr M. C. Shrivastava and MrsPrasanna Vaidya. Mr S. M. Pathak is the chairman of the audit committee and he is anindependent director. The committee met four times during the financial year.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr Yogesh Vaidya Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered themselves for re-appointment.
Mr Yogesh Chandra Vaidya is the whole time director Mrs Prasanna Vaidya is womandirector Mr M. C. Shrivastava and Mr S M Pathak are independent directors. Mr JaideepSinha is Chief Financial Officer.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand SEBI (LODR) Regulations 2015 with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
POLICY ON SELECTION OF DIRECTORS
The Company believes that an enlightened Board consciously crates a culture ofleadership to provide a long-term vision and policy approach to improve the quality ofgovernance. The Board Members are expected to have adequate time and expertise andexperience to contribute to effective Board Performance. Accordingly members should limittheir directorships in other company in such a way that it does not interfere with theirrole as directors of the Company. A director shall not serve as a director in more than 20companies of which not more than 10 shall be public limited companies. A director shallnot be a member in more than 10 committees or act as chairman of more than 5 committeesacross all the companies in which he holds directorships.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Company incurring huge loss from the last three preceding years and Company did nothave funds to comply with Corporate Social Responsibility Policy. Whenever Company willearn profit then Board of Directors will comply with Corporate Social ResponsibilityPolicy.
NOMINATION & REMUNERATION COMMITTEE POLICY
1.1 STG Lifecare Limited recognizes the importance of aligning the business objectiveswith specific and measureable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its directors key managerial personnel and otheremployees keeping in view the following objectives: 1.1.1 Ensuring that the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateto run the company successfully. 1.1.2 Ensuring that relationship of remuneration toperformance is clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) The Chief Executive Officer or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The Chief Financial Officer; and
(v) Such other officer as may be prescribed under the Companies Act 2013
3.3 "Nomination and Remuneration Committee" means the committee constitutedby STG Board in accordance with the provisions of Section 178 of the Companies Act 2013and SEBI (LODR) Regulations 2015.
Terms of reference
To oversee the method criteria and quantum of compensation for executive and nonexecutive directors.
To review the recruitment of key management employees and their compensations;
To formulate the initiatives leading to greater transparency and improved corporategovernance.
The Company has not paid any remuneration to Directors during the year under review.Sitting fee and other incidental expenses including traveling etc. to Non-ExecutiveIndependent Director(s) for attending the Board Meetings are paid as decided by the Boardof Directors from time to time.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 for the Financial Year 201-17.
Pursuant to provisions of section 177 (9) of the Companies Act 2013 the Company hasestablished a "vigil mechanism" and overseas through nominee director thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns.
RISK MANAGEMENT POLICY
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:
i. In the preparation of the annual accounts the applicable Accounting Standards havebeen followed;
ii. Appropriate accounting policies have been selected and applied consistently andhave 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 or loss of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The annual accounts have been prepared on a going concern basis.
v. Laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and were operating effectively.
vi. Devised proper systems to ensure compliance with the provisions of all applicablelaws and those systems were adequate and operating effectively.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
No significant & material orders passed by the regulators or courts or tribunal
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The company has one subsidiary company namely M/s Software Technology Group Inc. SanJose California USA. The report on the performance and financial position of subsidiaryand salient features of the financial statement in the prescribed Form AOC-1 is annexed tothis report. [Annexure -2].
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Form MGT 9and is attached to this Report. [Annexure 3]
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is as under:
Your company is working on new projects and is likely to improve its performance in thefollowing years.
Opportunities Threats and Out look
Increase in public awareness about health care there are enough potential aboutlifecare activities. The company is exploring the same and expected to perform well infuture. Business threats as apply to all the sectors are applicable to the company also.The company does not see any major business threat in near future. The future of thecompany seems good.
Risks and Concerns
Among the concerns high competition resulting in high attrition small size and thusvolatile revenue streams intense competition from small unorganized players in theIndustry and the external environment may have an impact on the company's operations.
Revenues during financial year 2016-17 were posted Rs. 643008/-.
Management was also able to control the expenses and cost to the Company. Totalexpenditure of the company is Rs. 4582296/- during the financial year 2016-17.
Cost Control Initiatives
Your company continues to focus on cost reduction procurement of materials atcompetitive Prices reinforcement of financial discipline and adequate control on overheadcosts on continuous basis.
(a) Authorised Capital:
The authorised capital of the Company comprises of 2 00 00000 equity shares of Rs.10/- each (same in previous year).
(b) Issued Capital
Issued Capital of the Company comprises of 14837140 equity shares of Rs. 10/- each(same in previous year).
(c) Changes in Capital Structure: None
Internal Control Systems and their adequacy:
Your company has in place system of internal control commensurate with its size andnature of its operations. Management continuously reviews the Internal Control Systems andprocedures to ensure orderly efficient conduct of business.
Events occurring after the balance sheet date:
There were no significant events that occurred after the date of balance sheet.
Related Party Transactions:
There is no contracts or arrangements with related parties during the Financial Year2016-17.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
The equity shares of your company are listed with the National Stock Exchange of IndiaLimited Delhi Stock Exchange and the Bombay Stock Exchange Ltd.
SHARES UNDER COMPULSORY DEMATERIALISATION
With effect from July 24 2000 trading in equity shares of the company at the StockExchange are permitted only in Dematerialized from. The Company's shares are available fortrading in the depository systems of both the National Securities Depository Services(India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Your Directors wish to place on record their appreciation of the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyin its operations in these trying times.
Your Directors would also like to take this opportunity to express their gratitude forthe co-operation and support from its Bankers and other statutory bodies of the Governmentof India. We look forward to their continued support in the future also.
Last but not the least we sincerely thank our shareholders for their constant supportand cooperation in the difficult times.
By Order of the Board of
STG Lifecare Limited