BOARD'S REPORT 1. Your Directors have pleasure in presenting the 24th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2016. 2. DIVIDEND In view of the accumulated losses, management does not propose any dividend for the year 2015-2016 3. REVIEW OF OPERATIONS The operations for the year under review shows a loss of Rs. 7,50,888/-. During the year under review, the manufacturing sales have not been much improved. This is mainly attributed to overall economic slowdown in the Country. Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow. 4. RESERVES There is no creation of reserves in the F.Y. 2015-16. 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 was no amount required to be transferred to Investor Education & Protection Fund. 6. SHARE CAPITAL During the year under review, there are no change in the Authorized share capital of the Company During the year under review, the Company forfeited 3835300 Equity Shares of Rs. 10/-each for non-payment of call money of the shares. The Company received unpaid call money of 50000 Equity Shares of Rs. 10/- each. Accordingly number of paid up shares have been increased to 4554800 Equity shares of Rs. 10/- each. 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 Company occurred between the ends of the financial year to which this financial statement relate on the date of this report 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO (A) Conservation of energy: Steps taken / impact on conservation of energy, with special reference to the following: During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported. (B) Technology absorption: Since no significant business has generated from manufacturing activities, the company will review technology absorption gradually upon achieving significant manufacturing activities. 9. RISK MANAGEMENT The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company's day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks. 10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceeds Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the furnishing above information is not applicable. 12. RELATED PARTY TRANSACTIONS Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-1. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board 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 for re-appointment offers herself for re-election. Company Secretary Mrs. Heena Patel was appointed as Company Secretary of the Company on 01-08-2015 and she has resigned on 31-03-2016. Mrs. Vandana Yadav has been appointed as Company Secretary of the Company w.e.f. 1-04-2016. 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 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. 13.2 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. 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. 13.5 DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 13.6 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and for details refer website www.towasokki.in . 14. AUDIT COMMITTEE AND VIGIL MECHANISM The above composition of the Audit Committee consists of Independent Directors who form the majority. The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company Following Audit Committee Meeting were held during the year. 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.towasokki.in. 15. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material deparures; (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 at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (e) 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. 16. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 3 and the same is attached to this Report. 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 Under Companies Act, 2013, Rules framed there under and as per SEBI regulations. 20. AUDITORS 20.1 STATUTORY AUDITORS M/s Bhavan Patel & Co. Chartered Accountants, bearing (Firm Registration No. 101362W) Mumbai were appointed as Statutory Auditors for a period of 3 years in the 22nd Annual General Meeting held on 29th September, 2014 .Their continuance of appointment and payment of remuneration is to be ratified in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if members ratify their appointment, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 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 has appointed Mr. Hemang Shah, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 2". 20.3 OBSERVATION OF AUDITORS There is no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 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 internai control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. 25. CORPORATE GOVERNANCE: The Compliance with the corporate governance provision as specified in Regulation 46 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and para c, d, e, of schedule V shall not apply in respect the listed entity having paid up capital shall not exceeding rupees Ten Crores and net worth not exceeding rupees Five Crores as on the last days of Previous financial year As the Company falls in category of exemption given above, particulars of corporate governance disclosure are not applicable. 26. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014 Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-4. Further, there is no employee of the Company drawing remuneration of Rs. 5 lacs per month or Rs. 60 lacs per annum. 27. OTHER MATTERS: Following are the other matters to be covered pursuant to Section 134(3) (q) of the Companies 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 or tribunals impacting the going concern status and company's operations in future. - There is no significant and material orders passed by the Regulators, Courts, or Tribunals 3. Adequacy of Internal Financial Controls with reference to Financial Statements -There is an adequate system in place for internal financial controls which commensurate with the working operations of the Company. 28. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013: Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013. 29. 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. 30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint is outstanding as on March 31, 2016 for redressal. 31. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. By order of the Board For Towa Sokki Limited Sd/-O.J. Bansal Chairman & Managing Director (DIN : 01488025) Registered Office : 919/3, GIDC Estate, Makarpura, Vadodara - 390010 CIN : L51909GJ1993PLC019111 Date : 07-07-2016 |