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Towa Sokki Ltd.

BSE: 531771 Sector: Others
NSE: N.A. ISIN Code: INE311M01018
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Towa Sokki Ltd. (TOWASOKKI) - Director Report

Company director report

Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2018.

1. FINANCIAL RESULTS

(Amount in Rs.)
Particulars 31-03-2018 31-03-2017
Total Income 14381139 1535861
Total Expenses 39597601 4282602
Earning before Depreciation & Tax (25216462) (2746741)
Depreciation 18354 207857
Profit / (Loss) Before Tax (25234816) (2954598)
Provision for Tax -- --
Profit / (Loss) after Tax (25234816) (2954598)

2. DIVIDEND

In view of the loss management does not propose any dividend for the year 2017-2018.

3. REVIEW OF OPERATIONS

The operations for the year under review shows a loss of Rs. 25234816/-. During theyear under review the manufacturing sales have not been much improved. This is mainlyattributed to overall economic slowdown in the Country.

Your directors are hopeful of achieving a steady growth in sales and job work activityand resultant net margin in the years to follow.

4. RESERVES

There is no creation of reserves in the F.Y. 2017-18.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno amount required to be transferred to Investor Education & Protection Fund.

6. SHARE CAPITAL

During the year under review there is no change in the Authorized and paid up sharecapital of the Company.

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

7. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing:

During the year under review there were no activities which required heavyconsumption of energy. However adequate measures have been taken to make sure that thereis no wastage of energy. Since the requisite information with regard to the conservationof energy technology absorption (Disclosure of Particulars in the report of Board ofDirectors) Rules are irrelevant/not applicable to the Company during the year underreview the same are not reported.

(B) Technology absorption:

Since no significant business has generated from manufacturing activities the companywill review technology absorption gradually upon achieving significant manufacturingactivities.

(C) Foreign Exchange Earnings and Outgo:

Particulars 2017-18 2016-17
Foreign Exchange earned in terms of actual inflows during the year (On F.O.B Basis) NIL NIL
Foreign Exchange outgo during the year in terms of actual outflows 721645 NIL

9. RISK MANAGEMENT

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy Risk Liquidity Riskand Systems Risk. The Company has in place adequate mitigation plans for the aforesaidrisks.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceeds Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore forany financial year the provisions of section 135 of the Companies Act 2013 are notapplicable.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the furnishing aboveinformation is not applicable.

12. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure-1.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard and has been uploaded on the website of the Company at www.towasokki.in

13. DIRECTORS

Mrs. Sushila O. Bansal Director retiring by rotation being eligible forreappointment offers herself for re-election.

COMPANY SECRETARY

Mrs. Vandana Yadav has been resigned as Company Secretary of the Company w.e.f.05-07-2017.

Mrs. Preethi Suresh has been appointed as Company Secretary of the Company w.e.f.01-08-2017.

13.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees

13.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

13.3 DISCLOSURES PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT 2013

None of the Directors of the Company is in receipt of any commission from the Company

13.4 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

Attendance
Sr. No. Date of Board Meeting Total Number of Directors as on the date of Board Meeting No. of Directors attended % of attendance
1 29-05-2017 6 5 83%
2 31-07-2017 6 6 100%
3 14-11-2017 6 5 83%
4 08-12-2017 6 5 83%
5 12-02-2018 6 5 83%

13.5 DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

1 3.6 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devisedpolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013 and for details refer websitewww.towasokki.in

14. AUDIT COMMITTEE AND VIGIL MECHANISM

The above composition of the Audit Committee consists of Independent Directors who formthe majority. The Company has established a vigil mechanism and overseas through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company

Following Audit Committee Meeting were held during the year.

Attendance
Sr. No. Date of Audit Committee Meeting Total Number of Directors as on the date of Committee Meeting No. of Directors attended % of attendance
1 29-05-2017 3 3 100%
2 31-07-2017 3 3 100%
3 14-11-2017 3 3 100%
4 08-12-2017 3 3 100%
5 12-02-2018 3 2 67%

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.towasokki.in

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(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 thedirectors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

(e) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. ANNUAL RETURN

The Extract of Annual Return pursuant to the provisions of Section 92 (3) has beenplaced at the website of the Company at www.towasokki.in

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. WEBSITE

The corporate website www.towasokki.in displays relevant information as required underthe Companies Act 2013 and Rules framed there under and as per SEBI regulations.

20. AUDITORS

20.1 STATUTORY AUDITORS

Appointed M/s. Doogar & Associates New Delhi (Firm Registration No. 000561N)Chartered Accountants as Auditors of the Company to hold the Office from the conclusionof ensuing Annual General Meeting until conclusion of 30th Annual GeneralMeeting. As required under Listing Regulations the auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

20.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Hemang Shah a Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith asAnnexure-2.

20.3 OBSERVATION OF AUDITORS

There are no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were 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.

22. DETAILS OF SIGNICANT & MUTUAL ORDERS PASSED BY THE REGULATORS OR COURTS

No such order passed.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

24. CORPORATE GOVERNANCE

The Compliance with the corporate governance provision as specified in Regulation 46 ofSEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 and para c de of schedule V shall not apply in respect the listed entity having paid up capital shallnot exceeding rupees Ten Crores and net worth not exceeding rupees Twenty Five Crores ason the last days of Previous financial year

As the Company falls in category of exemption given above particulars of corporategovernance disclosure are not applicable.

25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 AND RULE 5(1) OFTHE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Disclosure required under section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration) Rules 2014 have been annexed as Annexure-3.

Further there is no employee of the Company drawing remuneration of Rs. 5 lacs permonth or Rs. 60 lacs per annum.

26. OTHER MATTERS

Following are the other matters to be covered pursuant to Section 134(3) (q) of theCompanies Act 2013 read with Rules made thereunder:

1. Change in nature of business

- There is no change in the nature of the business

2. Details of significant and material orders passed by the Regulators or courts ortribunals impacting the going concern status and company's operation in future

- There is no significant and material orders passed by the Regulators Courts orTribunals

3. Adequacy of Internal Financial Controls with reference to Financial Statements

- There is an adequate system in place for internal financial controls whichcommensurate with the working operation of the Company

27. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIESACT 2013

Since the Company has not formulated any scheme in terms of Section 67(3) of theCompanies Act 2013.

28. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {Section 131 (1) S}

The Company has not made any modification or alteration in its Financial Statement /Board Report in respect of the last three financial years.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at its workplace. The Company hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Your Company through this policy has constituted Internal Complaints Committee underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. No complaints were received under this policy during the Financial Year 2017-2018.

30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.

31. MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the activity of your Company falls under Non-regulatedsectors and hence maintenance of cost record is not applicable to the Company for theFinancial Year 2017-2018.

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

Registered Office : By Order of the Board
FF-6 Amrapali Apartment For Towa Sokki Limited
Near Air Force Station Sd/-
Makarpura S.J. Bansal
Vadodara – 390014 Director
CIN : L51909GJ1993PLC019111 (DIN : 01364898)
E-mail : towasurvey@yahoo.co.in
Website : www.towasokki.in
Date : 14-08-2018