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Thomas Scott India Ltd.

BSE: 533941 Sector: Industrials
NSE: THOMASCOTT ISIN Code: INE480M01011
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OPEN 4.64
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VOLUME 500
52-Week high 10.00
52-Week low 3.80
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.43
Buy Qty 175.00
Sell Price 4.64
Sell Qty 163.00

Thomas Scott India Ltd. (THOMASCOTT) - Director Report

Company director report

To

The Members of

THOMAS SCOTT (INDIA) LIMITED

Your Director's present with immense pleasure the NINTH ANNUALREPORT along with the Audited Statement of Accounts of the

Company for the year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

Description Year ended 31.03.2019 Year ended 31.03.2018
Revenue 2161.77 2045.61
Other Income 0.06 1.88
Expenditure before Interest Depreciation and Tax 2338.88 2149.23
Earnings before Interest Depreciation and Tax (EBIDT) -177.05 -101.74
Less: Interest 56.86 39.72
Earnings Before Depreciation And Tax (EBDT) -120.19 -62.02
Less: Depreciation 4.60 2.19
Profit before Tax (PBT) -115.59 -59.83
Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment) 6.08 14.57
Profit after Tax (PAT) -121.67 -74.40
Total Net Comprehensive Income 0.32 0
Total Profit after Tax (including Comprehensive Income) -121.35 -74.40

PERFORMANCE REVIEW:

During the financial year your Company recorded revenue of Rs.

2161.77 lakhs as against Rs. 2045.61 lakhs in previous year. TheCompany has incurred a Net loss after tax of Rs. 121.35 lakhs as against Loss of Rs.74.40 lakhs for the corresponding previous financial year. Due to Favourable marketconditions the turnover of your company has been increased. Your directors are hopefulfor better sales realization and profit in the next year.

Your Company is trying to reduce the overall cost by way of usingvarious efforts like optimum utilization of Human Resource and

to increase its sustainability by planning for better prospects for theCompany using various new avenues to avail the low cost raw material and by trying forbetter price gains for its products in the market and by continuing efforts for its growthas well.

DIVIDEND AND TRANSFER TO RESERVES:

In view of the business loss during the year your Director's donot recommend any dividend for the year 2018-19. No amount is transferred to Reserves.

The Register of Members and Share Transfer Books will remain closedfrom September 24 2019 to September 30 2019 (both days inclusive) for the purpose ofAnnual General Meeting of the Company will be held on September 30 2019.

SUBSIDIARY ASSOCIATES AND JOINT VENTURES OF THE COMPANY:

As on March 312019 your company has no subsidiary associates andjoint ventures.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no material change and commitments occurred which affectingthe financial position of the Company between the end of the financial year and as on thedate of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.

FUTURE OUTLOOK:

Lately during the Finaneial Year 2018-19 your company has starteda small workshop at Solapur Maharashtra on a pilot basis for manufacturing Garments.Your directors are of the view that if it is

found to be promising Company would invest its time and resources moreand make the workshop into proper manufacturing facility to extract best output andincrease profitability of the company.

Further in this scenario of high material cost market you willappreciate the hardship the company is facing. However we are hopeful for change in thisscenario soon and also hopeful for better sales realizations and more profit in thenext year.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statementsas designed and implemented by the Company are adequate.

During the year under review no material or serious observation hasbeen received from the Internal Auditors of the Company for inefficiency or inadequacyof such controls.

DEPOSITS:

During the year your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. No amounts were outstanding which were classified as Depositunder the applicable provisions of the Companies Act 2013 as on the date of balancesheet.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility as per Section 135 of the CompaniesAct 2013 is currently not applicable to Company.

AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under: STATUTORYAUDITORS:

Pursuant to the provisions of Section 139 and other applicableprovisions if any of the Companies Act 2013 and the Rules made thereunder M/s. Bhatter& Company Chartered Accountants (Firm Registration No. 131092W) were appointed asstatutory auditors of the Company for a period of five years by the members of the Companyat 7thAnnual General Meeting (AGM) to hold office from the conclusion of 7th AGM tillthe conclusion of 12thAGM subject to the ratification of their appointment by themembers in every ensuing annual General Meeting. Thereafter at 8th AGM the membershave ratified their appointment for the balance term till

the conclusion of 12thAGM. It may be noted that pursuant to the amendedprovisions of section 139 (as amended by the Companies .Amendment Act 2017)ratification of statutory auditors appointment is not required at every Annual GeneralMeeting. Accordingly resolution for yearly ratification of appointment has not been proposed/required.

The specific notes forming part of the Accounts referred to in theAuditor's Report read with the notes to financial statements as referred totherein are self-explanatory and give complete information and addresses the observationsif any. The Auditor's Report does not have any qualification or reservations oradverse comments. Further the observation/s made therein read with concerned Notesto financial statements provide sufficient information and are self explanatory. Sono further explanations or comments is re- quired/provided in this report with respectthereto

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has in compliance with theprovisions of section 204 of the companies Act 2013 appointed M/s. Kothari H. &Associates Practicing Company Secretaries to carry out secretarial audit of thecompany for the financial year 2018-19.

Secretarial Audit Report as per Section 204 of Companies Act 2013 isannexed as Annexure A to this report. There are adverse remarks in the said report.

DIRECTORS COMMENT ON SECRETARIAL AUDITOR'S ADVERSE REMARKS INSECRETARIAL AUDIT REPORT:

As the Secretarial Auditors has marked adversely in their reportrelated to Maintenance of hundred percent of shareholding of pro- moter(s) and promotergroup in dematerialized form. Directors state that the management will make necessaryefforts to maintain hundred percent of shareholding of promoter(s) and promoter groupin dematerialized form.

SHARE CAPITAL:

The Company has not issued any equity shares with differential rights /sweat equity shares/ employee stock options or not made any provision of its own shares byemployees or by trustees for the benefit of employees during the financial year2018-2019

The Company has not made any purchase or provision of its own sharesby employees or by trustees for the benefit of employees during the financial year2018-2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

Your Company is not engaged in any manufacturing activity and

thus its operations are not energy intensive. However adequate measuresare always taken to ensure optimum utilization and maximum possible saving of energy.The Company has installed energy conservative equipment's like LED (Light EmittingDiode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for itsemployees to work in. Your Company uses latest technology

and equipments. However since the Company is not engaged in anymanufacturing activities the information in connection with technology absorption isNIL.

Foreign exchange earnings and outgo: (Rs. In lakhs)
Foreign Exchange Earnings during the year : NIL
Foreign Exchange Outgo during the year : NIL

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The Extract of Annual Return in form No. MGT-9 as per Section 134 (3)(a) of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 andRule 12 of Companies (Management & Administration) Rules 2014 is annexed hereto asAnnexure B forms part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

Pursuant to provisions of section 152(6) of the Companies Act 2013Mr. Raghvendra Bang retires by rotation at the ensuing Annual General Meeting and beingeligible offer himself for reappointment.

During the year under review Mrs. Anuradha Paraskar was appointed asan Independent Director of the Company at Annual General Meeting of the Company held on28th September 2018 for a period of five years.

Further the Board has at their meeting held on 14th August 2019approved and proposed for approval by the shareholders at this ensuing AGM there-appointment of Mr. Subrata Kumar Dey as an Independent Director of the Company andaccordingly requisite resolutions are proposed for the approval of the shareholders at theensuing AGM forming part of the Notice.

The Board also approved and proposed for approval by the shareholdersat this ensuing AGM the re-appointment of Mr. Brijgopal Bang as Chairman & ManagingDirector of the Company for a period of three years and accordingly requisite resolutionsare proposed for the approval of the shareholders at the ensuing AGM forming part of theNotice.

The Board recommends their reappointments being in the interest of theCompany

B) Declaration by an Independent Director(s) and re- appointment ifany

All Independent Directors have given declarations that they meet thecriteria of independence as laid down sub- section (6) of section 149 of the CompaniesAct 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee.

While independent directors in their separate meeting have

carried out to assess the performance of Chairman & MD and otherDirectors of the Board more particularly about their business acumen and contribution tothe Company the performance evaluation of the Independent Directors was carried out bythe entire Board.

The Independent Directors expressed their satisfaction with theevaluation process functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of duties obligationsresponsibilities and governance.

CERTIFICATE REGARDING NON-DISQUALIFICATION OF DIRECTORS

Certificate from a company secretary in practice that none of the

Directors on the Board of the Company have been debarred or disqualifiedfrom being appointed or continuing as Directors of companies by SEBI/ Ministry ofCorporate Affairs or any such statutory authority: Certificate from company secretaryin practice is

attached as Annexure C.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the financial year on May 30

2018 August 13 2018 November 14 2018 and February 12 2019. Thenumbers of meetings attended by each Director are as follows:

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Brijgopal Bang Promoter Managing Director 4 4
Mr. Raghven- dra Bang Non- Executive Non- Independent Director 4 4
Mr. Subrata Kumar Dey Non Executive Independent Director 4 4
Ms. Swati Sahukara Non-Executive Independent Director 4 4
Mrs. Anuradha Paraskar Non Executive Independent Director 4 1

PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:

The company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013.

The details of the investments made by company is given in the notesto the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Policy on Related Party Transactions which is also available onCompany's website at the linkhttps://www.thomasscott.org/financial-results/policies/TSIL_Policy%20on%20Related%20Party%20Transaction%20 -%20Final.pdf

The policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties.

This Policy specifically deals with the review and approval of MaterialRelated Party Transactions keeping in mind the potential or actual conflicts ofinterest that may arise because of entering into

these transactions. All Related Party Transactions are placed beforethe Audit Committee for review and approval and wherever appli-

cable omnibus approvals are obtained for Related Party Transactions. Astatement of all such related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature and value of these transactions.

Particulars of contracts or arrangements with related parties referredto in section 188(1) of the companies act 2013 in the prescribed Form AOC-2 isappended as Annexure D to the Board Report.

PARTICULARS OF EMPLOYEES:

The information as required under the provisions of Section 197(12) ofthe Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure E to the Board Report.

During the financial year 2018-19 there were no employee in the

Company whose particulars are required to be given in terms of Section197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Board has framed a Whistle Blower Policy/ Vigil Mechanism

which is in line with the provisions of section 177 of the CompaniesAct 2013. The Company has devised vigil mechanism and has formal whistle blower policyunder which the Company takes cognizance of complaints made by the employees andothers. No employee of the Company/ no other person has been denied access to theAudit Committee of the Board of Directors of the Company. During the year under review nocomplaints have been received from any whistle blower. The Whistle Blower Policy isdisclosed on the website of the Company at the link:

http://www.thomasscott.org/financial-results/policies/TSIL_

Vigil%20Mechanism.pdf

NOMINATION AND REMUNERATION COMMITTEE:

The Board has framed Nomination and Remuneration Committee inaccordance with the provisions of subsection (3) of Section 178 of the Companies Act2013. The Nomination & Remuneration policy framed by the Board is annexed hereto asAnnexure F and forms part of this report. The Committee met once during the financial yearon February 12 2019. The meetings attended by each member of the Committee are asfollows:

Name Category

Number of meetings during the financial year 2018-19

Held Attended
Mr. Subrata Kumar Dey Non-Executive Independent 1 1
Mrs. Swati Sahukara Non-Executive Independent 1 1
Mrs. Anuradha Paraskar Non-Executive Independent 1 NIL

AUDIT COMMITTEE:

The audit committee of the Company is constituted in line with theprovisions of Section 177 of the Act. All the recommendation made by the Audit Committeeon various matters has been accepted by the Board. Four meetings of the Audit Committeeheld during the year on May 30 2018 August 13 2018 November 14 2018 and February 122019. The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:

Name Category

Number of meetings during the financial year 2018-19

Held Attended
Mr. Subrata Kumar Dey Non-Executive Independent 4 4
Mrs. Swati Sahukara Non-Executive Independent 4 4
Mr. Brijgopal Bang Managing Director 4 4

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The stakeholders' relationship committee is constituted in linewith the provisions of section 178 of the Act. Three meetings of the stakeholder'srelationship committee held during the year on May 30 2018 August 13 2018 and February12 2019.The composition of the stakeholder's relationship committee and the detailsof meetings attended by its members are given below:

Name Category

Number of meetings during the financial year 2018 -19

Held Attended
Mr. Brijgopal Bang Non-Independent Executive 3 3
Mr. Raghven- dra Bang Non-Independent Non-Executive 3 3
Mrs. Anuradha Paraskar Non-Executive Independent 3 1

CORPORATE GOVERNANCE REPORT:

Pursuant to the Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Compliance related to the Corporate Governance is notmandatory to the Company.

In view of the above Company has not provided report on corporategovernance and auditor's certificate thereon for the year ended

March 312019. However whenever the provision will become applicableto the company at a later date the company shall comply with the requirements of the samewithin six months from the date on which the provisions became applicable to the company.

LISTING:

At present the Company's Equity Shares are listed at National StockExchange of India Limited and BSE Limited and the Company has paid the Listing fees to theabove Exchanges for the year

2019-20.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of the financial condition

and results of the operations of the Company for the year under reviewas stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 with the Stock Exchanges. is presented in a separate section forming part of theAnnual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(C) of the Companies Act 2013 the Boardof Directors of the Company confirms that-

a. In preparation of the Annual Accounts for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b. The Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of the financialyear and of the loss of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concernbasis; and

e. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate andwere operating effectively.

f. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner. Your Companyperiodically assesses risks in the internal

and external environment along with the cost of rating risks andincorporates risk treatment plans in strategy business and operational plans.

As per Section 134(3)(n) of the Companies Act 2013 The Board ofDirectors have approved the Risk Management Policy for the company. Some of the riskswhich may pose challenges are set out in Management Discussion and Analysis Report whichforms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplaceand has adopted a policy on prevention prohibition and Re- dressal of sexual harassmentat workplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention

Prohibition and Redressal) Act 2013 and the rules framed there under.

The disclosures required to be given under Sexual Harassment of Womenat Workplace (Prevention Prohibition &Redressal) Act 2013 for the Financial Year2018-19 areas follows:

1 Number of complaints of sexual harassment received in the year: Nil

2 Number of complaints disposed off during the year:

Not applicable

3 Number of cases pending for more than 90 days:

Not applicable

4 Nature of action taken by the employer

Not applicable

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations.

During the year such controls were tested and no reportable materialweakness in the design or operations were observed. The Company has policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

SECRETARIAL STANDARDS:

Pursuant to the approval given on 10th April 2015 by the Central- Governmentto the Secretarial Standards specified by the Institute

of Company Secretaries of India the Secretarial Standards on Meet ingsof the Board of Directors (SS-1) and General Meetings (SS-2) cameinto effect from 1 stJuly 2015. The said standards were further amended w.e.f. 1st October 2017. TheCompany is in compliance with the same.

ACKNOWLEDGEMENT:

The Director sincerely appreciates the contributions made by all theemployees associates and business partners who have contributed towards the success ofthe Company. The Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels.

Place
Date For and on behalf of the board of directors
Sd/-
Brijgopal Bang
DIN:00112203
Managing Director
: Mumbai