The Members of
THOMAS SCOTT (INDIA) LIMITED
Your Director's present with immense pleasure the ELEVENTH ANNUAL REPORT alongwith the Audited Statement of Accounts of the Company for the year ended 31stMarch 2021.
(Rs. In lakhs)
|Description ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Revenue ||2145.99 ||2175.52 |
|Other Income ||9.36 ||1.04 |
|Expenditure before Interest Depreciation and Tax ||2066.23 ||2258.86 |
|Earnings before Interest Depreciation and Tax (EBIDT) ||89.12 ||-82.30 |
|Less: Interest ||69.02 ||78.81 |
|Earnings Before Depreciation And Tax (EBDT) ||20.1 ||-161 |
|Less: Depreciation ||28.18 ||27.75 |
|Profit before Tax (PBT) ||-8.06 ||-188.72 |
|Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment) ||3.39 ||4.73 |
|Profit after Tax (PAT) ||-11.45 ||-193.45 |
|Total Net Comprehensive Income ||1.26 ||0.24 |
|Total Profit after Tax (including Comprehensive Income) ||-10.19 ||-193.21 |
The COVID-19 pandemic has broken out worldwide in the month of December 2019 and hasdisordered Economies and Business at a global scale. In India the pandemic has affectedmultiple sectors.
During the financial year your Company recorded revenue of Rs. 2145.99 lakhs asagainst Rs. 2175.52 lakhs in previous year. The Company has incurred a Net loss after taxof Rs. 10.19 lakhs as against Loss of Rs. 193.21lakhs for the corresponding previousfinancial year. Due to stagnant market conditions the turnover of your company hasremained almost same as previous year. Your directors are hopeful for better salesrealization and profit in the next year.
Your Company is trying to reduce the overall cost by way of using various efforts likeoptimum utilization of Human Resource and to increase its sustainability by planning forbetter prospects for the Company using various new avenues to avail the low-cost rawmaterial and by trying for better price gains for its products in the market and bycontinuing efforts for its growth as well.
DIVIDEND AND TRANSFER TO RESERVES:
In view of the business loss during the year your director's do not recommend anydividend for the year 2020-21. No amount is transferred to Reserves.
SUBSIDIARY ASSOCIATES AND JOINT VENTURES OF THE COMPANY:
As on March 31 2021 your company has no subsidiary associates and joint 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 FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no material change and commitments occurred which affecting the financialposition of the Company between the end of the financial year and as on the date of thisreport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
In this scenario of tough times and survival due to CoVID-19 you will appreciate thehardship the company is facing. However we are hopeful for change in this scenario soonand also hopeful for better sales realizations and more profit in the next year.
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements as designed andimplemented by the Company are adequate.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. During the year no amounts were outstanding which were classified asDeposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company.
AUDITORS AND THEIR REPORTS:
The matters related to Auditors and their Reports are as under:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Rules made thereunder M/s. Bhatter & CompanyChartered Accountants
(Firm Registration No. 131092W) were appointed as statutory auditors of the Companyfor a period of five years by the members of the Company at 7thAnnual General Meeting(AGM) to hold office from the conclusion of 7th AGM till the conclusion of 12thAGMsubject to the ratification of their appointment by the members in every ensuing annualGeneral Meeting. It may be noted that pursuant to the amended provisions of section 139(as amended by the Companies Amendment Act 2017) ratification of statutory auditors'appointment is not required at every Annual General Meeting. Accordingly resolution foryearly ratification of appointment has not been proposed/required.
The specific notes forming part of the Accounts referred to in the Auditor's Reportread with the notes to financial statements as referred to therein are self-explanatoryand give complete information and addresses the observations if any. The Auditor's Reportdoes not have any qualification or reservations or adverse comments. Further theobservation/s made therein read with concerned Notes to financial statements providesufficient information and are self-explanatory. So no further explanations or commentsare required/provided in this report with respect thereto.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has in compliance with the provisions of section204 of the companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 appointed M/s. Kothari H. & Associates PracticingCompany Secretaries to carry out secretarial audit of the company for the financial year2020-21 .
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed asAnnexure A to this report. There are adverse remarks in the said report.
DIRECTORS COMMENT ON SECRETARIAL AUDITOR'S ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT:
|Adverse remarks ||Director's comment |
|1 Regulation 31 (2) & (3) of SEBI (LODR) Regulations. 2015 i.e. the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form. ||Directors state that the management will make necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form. |
|Late-compliance in the matter of closure of trading window with stock exchanges for the two quarters i.e for quarter ending September 2020 and December 2020. ||On account of pandemic and government's guidelines on lockdown the working hours were irregular and the work from culture was adopted. Because of which there had been delay in filing the closure of trading window for both the quarters. |
|3 Late submission of outcome of Meeting held on July 312020 September 152020 and November 122020 with respect to Regulation 30(2) of SEBI(LODR) Regulations2015 on both the stock exchanges namely BSE and NSE. ||On account of pandemic and government's guidelines on lockdown the working hours were irregular and the work from culture was adopted. Because of which there had been delay in filing the outcome of the relevant quarter. |
|4 Late submission of Investor grievance for the quarter September2020 with respect to Regulation 13(3) of the SEBI (LODR) Regulations 2015 on both the stock exchanges namely BSE and NSE.. ||On account of pandemic and government's guidelines on lockdown the working hours were irregular and the work from home culture was adopted. Because of which there had been delay in filing the Investor grievance for quarter ended september 302020. |
The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2020-21.
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2020-21.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information relating to conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013is given by way of Annexure B to this Report.
Foreign exchange earnings and outgo: (Rs. In lakhs)
Foreign Exchange Earnings during the year : NIL
Foreign Exchange Outgo during the year : NIL
The Annual Return in Form MGT-7 for the financial year ended 31st March 2021 isavailable on the website of the Company at https://www.thomasscott.org/
DIRECTORS & KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. RaghavendraBang retires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for reappointment.
B) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down sub- section (6) of section 149 of the Companies Act 2013 andregulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of Management &Administration Sales & Marketing Finance & Accounting Business DevelopmentEconomics Risk Management Financial Market Legal & Advisory Corporate Compliancesother relevant experience and they hold highest standards of integrity.
C) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee.
While independent directors in their separate meeting held on 31.07.2020 have carriedout to assess the performance of Chairman &Managing Director and other Directors ofthe Board more particularly about their business acumen and contribution to the Companythe performance evaluation of the Independent Directors was carried out by the entireBoard.
The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of duties obligations responsibilities andgovernance.
CERTIFICATE REGARDING NON-DISQUALIFICATION OF DIRECTORS
Certificate from a company secretary in practice that none of the Directors on theBoard of the Company have been debarred or disqualified from being appointed or continuingas Directors of companies by SEBI/ Ministry of Corporate Affairs or any such statutoryauthority: Certificate from company secretary in practice is attached as Annexure C.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the financial year on July 31 2020 September 152020 November 12 2020 February 13 2021 and March 192021 The numbers of meetingsattended by each Director are as follows:
|Name of Directors ||Category ||No. of meetings held ||No. of meetings attended |
|Mr. Brijgopal Bang ||Promoter Managing Director ||5 ||5 |
|Mr. Raghvendra Bang ||Non- Executive Non- Independent Director ||5 ||5 |
|Mr. Subrata Kumar Dey ||Non-Executive Independent Director ||5 ||4 |
|Ms. Swati Sahukara ||Non-Executive Independent Director ||5 ||5 |
|Mrs. Anuradha Paraskar ||Non Executive Independent Director ||5 ||2 |
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made by company is given in the notes to the financialstatements.
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 on Company'swebsite at the link https://www.thomasscott.org/investor-relations.htm
The policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All Related Party Transactions are placedbefore the Audit Committee for review and approval and wherever applicable omnibusapprovals are obtained for Related Party Transactions. A statement of all such relatedparty transactions is presented before the Audit Committee on a quarterly basisspecifying the nature and value of these transactions.
Particulars of contracts or arrangements with related parties referred to in section188(1) of the companies act 2013 in the prescribed Form AOC-2 is appended as Annexure Dto the Board Report.
PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure E to the Board Report. During thefinancial year 2020-21 there was no employee in the Company whose particulars arerequired to be given in terms of Section 197 (12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration 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 theprovisions of section 177 of the Companies Act 2013. The Company has devised vigilmechanism and has formal whistle blower policy under which the Company takes cognizance ofcomplaints made by the employees and others. No employee of the Company/ no other personhas been denied access to the Audit Committee of the Board of Directors of the Company.During the year under review no complaints have been received from any whistle blower.The Whistle Blower Policy is disclosed on the website of the Company at the link:http://www.thomasscott.org/financial-results/policies/TSIL_
NOMINATION AND REMUNERATION COMMITTEE:
The Board has framed Nomination and Remuneration Committee in accordance with theprovisions of subsection (3) of Section 178 of the Companies Act 2013. The Nomination& Remuneration policy framed by the Board is annexed hereto as Annexure F and formspart of this report. The Committee met twice during the financial year on November 122020and February 132021. The meetings attended by each member of the Committee are asfollows:
|Name ||Category ||Number of meetings during the financial year 2020-21 |
| || ||Held ||Attended |
|Mr. Subrata ||Chairperson ||2 ||2 |
|Kumar Dey ||Non-Executive Independent || || |
|Mrs. Swati Sahukara ||Non-Executive Independent ||2 ||2 |
|Mrs. Anuradha Paraskar ||Non-Executive Independent ||2 ||0 |
The audit committee of the Company is constituted in line with the provisions ofSection 177 of the Act. All the recommendation made by the Audit Committee on variousmatters has been accepted by the Board. The Committee met five times during the year onJuly 31 2020 September 15 2020 November 12 2020 February 13 2021 and March 192021.The composition of the Audit Committee and the details of meetings attended by its membersare given below:
|Name ||Category ||Number of meetings during the financial year 2020 -21 |
| || ||Held ||Attended |
|Mr. Subrata Kumar Dey ||Chairperson Non-Executive Independent ||5 ||4 |
|Mrs. Swati Sahukara ||Non-Executive Independent ||5 ||5 |
|Mr. Brijgopal Bang ||Executive Non- Independent ||5 ||5 |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The stakeholders' relationship committee is constituted in line with the provisions ofsection 178 of the Act. Three meetings of the stakeholder's relationship committee heldduring the year on July 31 2020 September 15 2020 November 12 2020.The composition ofthe stakeholder's relationship committee and the details of meetings attended by itsmembers are given below:
|Name ||Category ||Number of meetings during the financial year 2020-21 |
| || ||Held ||Attended |
|Mr. Brijgopal Bang ||Chairperson Executive Non- Independent ||3 ||3 |
|Mr. Raghvendra Bang ||Non-Executive Non- Independent ||3 ||3 |
|Mrs. Anuradha Paraskar ||Non-Executive Independent ||3 ||2 |
CORPORATE GOVERNANCE REPORT:
Pursuant to the Regulation 15 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 the Compliance related to the CorporateGovernance is not mandatory to the Company.
In view of the above Company has not provided report on corporate governance andauditor's certificate thereon for the year ended March 31 2021. However whenever theprovision will become applicable to the company at a later date the company shall complywith the requirements of the same within six months from the date on which the provisionsbecame applicable to the company.
At present the Company's Equity Shares are listed at National Stock
Exchange of India Limited and BSE Limited and the Company has paid the Listing fees tothe above Exchanges for the year 2021-22.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis of the financial condition and results of theoperations of the Company for the year under review as stipulated under SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 with the Stock Exchanges. ispresented in a separate section forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
a. In preparation of the Annual Accounts for the year ended March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto 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 a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company 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 this 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 had 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks 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 of Directors haveapproved the Risk Management Policy for the company. Some of the risks which may posechallenges are set out in Management Discussion and Analysis Report which forms part ofthis report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
The disclosures required to be given under Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 for the Financial Year 2020-21 are asfollows:
|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 controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
Pursuant to the approval given on 10th April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. The said standards were further amendedw.e.f. 1st October 2017. The Company is in compliance with the same.
The Director sincerely appreciates the contributions made by all the employeesassociates and business partners who have contributed towards the success of the Company.The Directors place on record their gratitude for the continuing support of Shareholdersbankers and Business associates at all levels.
| || ||For and on behalf of the board of directors |
| ||Sd/- ||Sd/- |
|Place : Mumbai ||Brijgopal Bang ||Raghvendra Bang |
|Date : August 142021 ||DIN: 00112203 ||DIN: 00356811 |