DIRECTORS REPORT To. The Members. Your Directors have pleasure in presenting their Thirty Third Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015 2. Brief description of the Company's working during the year/State of Company's affair Our working results have been improved substantially during the current year Exports turnover of the company increased from Rs 1050.81 lacs to Rs. 1314.92 lacs showing an increase of more than 25°.. Due to this our Gross Profit also improved from Rs 471.37 to Rs.537.27 lacs showing as increase of 13.98%. The Net Profit is apparently show very dismal position. However our company has adopted new policy of taking into account provisions of Gratuity payable to employees. An amount of Rs. 28.79 lacs has been provided during the year, which is in result of showing less profit during the year. 3. There is no such change in nature of business. 4. Dividend Due to insufficient profits, your directors express their inability to recommend payment of dividend for die year under review. 5. Reserve The Board does not proposes any amount to carry to any reserves. 6. Change of Name The Company has not altered the provisions of the Memorandum with respect to Name of the company during the year 7. Directors and Key Managerial Personnel Mr. Santosh R Tulsiyan (DIN: 00310573) and Mr. Subhash R Tulsiyan (DIN : 00308899). Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year. Mr. Maheshkumar R Maheshwari (DIN 07154315). have been appointed as an Additional Director to hold the office until the conclusion of the Annual General Meeting. Also, during the year Mrs. Sumeeta Sunil Tulsiyan (DIN: 01319879) was appointed as an Additional Director to hold the office until the conclusion of the ensuing Annual General Meeting. Pursuant to the recommendation received from remuneration committee at the meeting held on 29.05.2015. it is proposed to pay remuneration @ 20000 pm to Mrs. Sumeeta Tulsiyan. Executive Director of the Company w.e.f. 1st October. 2015. The aggregate of the remuneration as aforesaid shall be within the maximum limit as laid down under provisions of Section 197. 203 and other applicable provisions, if any, of the Companies Act 2013 ("the Act") read with Schedule V of the Companies Act. 2013 (including any statutory modification(s) or re-enactment thereof, with liberty to the Board of Directors to alter and vary the terms and conditions as may be agreed to between the Board of Directors and the Executive Director 8. Particulars of Employees Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel I Rules. 2014. none of the employee exceed prescribed limit of remuneration as stated in rules, hence statement of particulars of employees not required to be given. 9. Meetings A calendar of is prepared and circulated in advance to die Directors. During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details ofwhich are given in the Corporate Governance Report. The intervening gap between die Meetings was within the period prescribed under the Companies Act. 2013. 10. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit. Nomination Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report 11. Declaration by an Independent Director(s) and re- appointment, If any A declaration by an Independent Directors) that lie. they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure III. 12. Remuneration Policy The Board has. on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors. Senior Management and their remuneration. Managerial Remuneration: A) Separate remuneration committee is there to deal all remuneration matters. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company, will be provided upon request. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is not applicable to the company. C)Company has not paid any remuneration to Directors in the form of commission. 13 Details of Subsidiary/Joint Ventured Associate Companies Pursuant to sub-section (3) of section 129 of the Act, the company doesn't have any Subsidiary/Joint Ventures ‘Associate Companies. 14 Auditors: The Auditors. M s Bhuwama & Agrawal Associates. Chartered Accountants Reg No 10I483W). retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting (AGM till the conclusion of next AGM. 15. Auditors' Report The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments. 16. Disclosure about Cost Audit As per the Cost Audit Orders. Cost Audit is not applicable to the Company for the FY 2014-15. 17. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Ms. I.alila Lath, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. The report is self-explanatory and do not call for any further comments. 18. Internal Audit & Control Appointment of Internal Auditor not-Compulsory to the company during the year. But The company has proper and adequate system of Internal Control to ensure the all (he assets arc safeguarded from loss, damage or disposition.* please see whether appointment of internal auditor is mandatory or not) Checks and balances are in place to ensure that transactions are adequately authorized and recorded, and that they are reported correctly, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. The Board to Directors considers internal controls as adequate. 19 Vigil Mechanism: in pursuant to the provisions of section 177(9) & (10) of the Companies Act. 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the Website of the Company at www.santoshgroup.in >under investors 1'Vigil Mechanism Policy link 20. Risk management policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. 21. Extract Of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules. 2014. an extract of annual return in MCT 9 as a part of this Annual Report as ANNEXURE 1. 22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the dale of the report There are no such material changes and commitments 23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No such orders passed against company 24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The company has proper and adequate system of Internal Control to ensure the all the assets are safeguarded from loss, damage or disposition .Checks and balances are in place to ensure that transactions are adequately authorized and recorded, and that they are reported correctly, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas The Board to Directors considers internal controls as adequate. 25. Deposits The Company not accepted any deposits during the year covered under Chapter V of the Act 26. Particulars of loans, guarantees or Investments under section 186 Particulars of Loans given, investments made guarantees given are provided in financial statement (Please refer to Note 12. 17 and 30 to the financial statement) 27. Particulars of contracts or arrangements with related parties: I he particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (I) of section 188 of the Companies Act. 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure III Format enclosed) 28. Corporate Governance Certificate The Compliance certificate from practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report 29. The Management Discussion and Analysis The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March. 2015. 30. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (prevention. Prohibition And Redressed Act. 2013 During the year under review Company has not received any complaint of harassment at workplace. 32. Corporate Social Responsibility (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules. 2014 shall be made is not applicable to company 33. Human Resources Your Company treats its "human resources" as one of its most important assets Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention arc currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 34. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause < c 1 of sub-section (3) of Section 134 of the Companies Act, 2013. shall state that (a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31.2015 and the profit of the company for the year ended on that date: (c) the directors had taken proper and sufficient care for die maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 (c) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f)the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 35. Transfer of Amounts to Investor Education and Protection Fund The Company has not declared any dividends in the current year and there was no unclaimed dividend outstanding as on 31st March 2015 of any previous years, hence therefore transferring of the amounts in the Investor Education and Protection Fund by the (Company does not arise. 36. Listing With Stock Exchanges: The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE where the Company's Shares are listed. 37. Acknowledgement* We owe all our employees, customers, bankers and suppliers, our gratitude for their cooperation and continued support For and on behalf of the Board of Directors (SANTOSH R TULSIYAN) MANAGING DIRECTOR Place : MUMBAI Date: 29 05 2015 |