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Directors Report of Thomas Scott (India) Ltd.
Mar 31, 2025
Your Director''s present with immense pleasure, the 15th Annual Report along with the Audited
Statement of Accounts of the Company for the year ended 31st March 2025.
FINANCIAL HIGHLIGHTS
(? in Lakh)
|
PARTICULARS |
Year ended |
Year ended |
|
Revenue |
16,103.22 |
9,109.31 |
|
Other Income |
72.92 |
22.36 |
|
Profit before Tax (PBT) |
1,588.03 |
999.73 |
|
Less: Tax Provision (Current, Deferred and Earlier Year |
308.27 |
(2.47) |
|
Profit after Tax (PAT) |
1,279.76 |
1,002.20 |
|
Total Net Comprehensive Income 5 |
5.38 |
2.48 |
|
Total Profit after Tax (including Comprehensive Income) |
1,285.14 |
1,004.68 |
PERFORMANCE REVIEW
During the financial year, your Company recorded revenue of Rs. 16,103.22 Lakh as against Rs.
9109.31 Lakh in previous year. The Company has incurred a Net profit after tax of Rs. 1,279.76
Lakh as against Rs. 1,002.20 Lakh in previous year.
DIVIDEND AND TRANSFER TO RESERVES
In order to conserve the resources for increasing business operations, Your Director do not
recommend any dividend for the year under review.
During the year under review, no amount has been transferred to general reserve.
CAPITAL STRUCTURE
Authorized Share Capital
The authorized share capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crores) divided
into 190,00,000 (One Crore Ninety Lakhs) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakhs)
Redeemable preference shares of Rs. 10/- each.
Paid Up Share Capital
As on 31st March 2025, the Paid-up equity share capital of the Company is Rs. 12,66,28,800 (Rupees
Twelve Crore Sixty- Six Lakhs Twenty-Eight Thousand Eight Hundred) divided into 1,26,62,880
(One Crore Twenty-Six Lakhs Sixty-Two Thousand Eight Hundred and Eighty) Equity shares of
Rs. 10/- each.
Further, During the year the Company has approved the issue of 9,52,375 (Nine Lakh Fifty-Two
Thousand Three Hundred and Seventy-Five Only) Equity Shares and 6,06,529 (Six Lakh Six
Thousand Five Hundred Twenty-Nine) convertible Equity warrants on preferential basis to
Promoter and Non-Promoter in the Extra-ordinary general meeting held on 16th January, 2025. Out
of the said issue, the Company has allotted 8,67,661 Equity Shares of Rs. 10 each at a premium of
Rs. 320 each and 2,13,675 Convertible Equity Warrants of Rs. 330 each on preferential basis
Further, during the year the Company has allotted 20,00,000 (Twenty Lakhs) Equity Shares of Rs.
10 each at a premium of Rs. 71 each pursuant to the conversion of Warrant issued on preferential
basis as approved by the shareholders in their meeting held on 12th October, 2023.
Considering the above changes, the Paid-up share capital of the Company has been increased from
9,70,52,190 (Rs. Nine Crores Seventy Lakhs Fifty-Two Thousand One Hundred and Ninety)
divided into 97,95,219 (Ninety-Seven Lakhs Ninety-Five Thousand Two Hundred and Nineteen)
Equity shares of Rs. 10 Each to Rs. 12,66,28,800 (Rupees Twelve Crore Sixty- Six Lakhs Twenty-
Eight Thousand Eight Hundred) divided into 1,26,62,880 (One Crore Twenty-Six Lakhs Sixty-Two
Thousand Eight Hundred and Eighty) Equity Shares of Rs. 10 Each.
During the year under review, the Company has not issued shares with differential voting right
neither granted stock option nor sweat equity. Also The Company has not made any purchase or
provision of its own shares by employees or by trustees for the benefit of employees during the
financial year 2024-25.
The Company''s equity shares are listed with the BSE Ltd. and National Stock Exchange of India
Ltd. and available for trading at the both the platforms.
REVISION IN FINANCIAL STATEMENTS OR BOARDS'' REPORT
In terms of Section 131 of the Act, the Financial Statements and Board''s Report are in compliance
with the provisions of Section 129 or Section 134 of the Act and that no revision has been made
during any of the three preceding financial years.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION
There are no material changes and commitments occurred which affect the financial position of the
Company between the end of the financial year 2024-25 and as on the date of this report. However,
the Company has allotted 20,07,500 equity shares of Rs. 10 each at a premium of Rs. 71 each
pursuant to the conversion of warrants into equity.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company''s operations in
future.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY,
ASSOCIATES AND JOINT VENTURES
As on March 31, 2025, your Company has not acquired any subsidiaries, joint venture or
associates.
DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No
amounts were outstanding which were classified as Deposit under the applicable provisions of the
Companies Act, 2013 as on the balance sheet date.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEMS
The Company has established an adequate system of internal controls, with documented
procedures covering all corporate functions and warehousing units. Internal controls provide:
⢠reasonable assurance regarding the effectiveness and efficiency of operations,
⢠the adequacy of safeguards for assets,
⢠assurance regarding reliability of financial statements,
⢠the reliability of financial controls and compliance with applicable laws and regulations.
The function of internal audit is entrusted to M/s. FRG & Co. For ensuring independence of audits,
internal auditors report directly to the Audit Committee. During the year under review, no
material or serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
Based on the framework of internal financial controls and compliance systems maintained by the
Company, the audit performed by the Internal Auditor, Statutory Auditor, Secretarial Auditors
and external consultants and the reviews of management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the Company''s internal financial
controls were adequate and effective during Financial Year 2024-25.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing
the risks in a proactive and efficient manner. Your Company periodically assesses risks in the
internal and external environment, along with the cost of rating risks and incorporates risk
treatment plans in strategy, business and operational plans. The Company has an effective system
in place for identification of elements of risk which are associated with the accomplishment of
objectives, operations, development, revenue and regulations in relation to the Company and
appropriate measures are taken, wherever required, to mitigate such risks beforehand.
As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose challenges
are set out in Management Discussion and Analysis Report which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Social Welfare Activities has been an integral part of the Company since inception. The Company
is committed to fulfill its social responsibility as a good corporate citizen.
As per the provisions of section 135 of the Companies Act, 2013, every company having net worth
of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crore or more during the immediately preceding financial year shall spend in
every financial year, at least two percent of the average net profits of the company made during
the three immediately preceding financial year.
The Net worth, Turnover or Net Profit of the Company for the immediately preceding financial
year i.e March 31, 2024 has exceeded the threshold provided in section 135 as mentioned above.
The Company has duly made its obligation for contribution towards CSR activities. The details of
expenditure are given in Annexure- I, being an integral part of this Annual Report.
The CSR policy as adopted by the Company can be viewed on the website of the Company viz:
https://www.thomasscott.org/investor-relations.htm
PROHIBITION OF INSIDER TRADING
Your Company had in place a mechanism to avoid Insider Trading and abusive self-dealing in the
securities of the Company by the Directors of the Company and other designated persons.
For the above mentioned purpose, the Company has established systems & procedures to prohibit
insider trading activity & has framed a Code of Conduct to Regulate, Monitor & Report trading by
insiders and Code of Fair Practices & Procedures for disclosure of Unpublished Price Sensitive
Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations,
2015 (PIT Regulations), which prohibits the Directors and other designated persons to deal in the
securities of the Company on the basis of any UPSI, available to them by virtue of their position in
the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit
any insider trading activity, in order to protect the interest of the shareholders at large. The code is
available at https://www.thomasscott.org/investor-relations.htm.
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
As at 31st March, 2025, the composition of the Board of Directors was in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the LODR Regulations, 2015, with an
optimum combination of Executive, Non-Executive and Independent Directors.
As on the date of this Annual Report, the Board of Directors of the Company consists of 7
members. The Board consists of Managing Director, Managing Director (E-Comm), 1 Non¬
Executive Non-Independent Director and 3 Independent Directors and Key Managerial personnel
as under;
|
Sr. No. |
Name |
Date of Appointment |
Designation |
|
1. |
Mr. Brijgopal Balaram Bang |
22/10/2010 |
Managing Director |
|
2. |
Mr. Vedant Bang |
15/02/2022 |
Managing Director (E-Comm) |
|
3. |
Mrs. Vandana Bang |
30/06/2024 |
Director |
|
4. |
Mrs. Kavita Chhajer |
15/08/2024 |
Independent Director |
|
5. |
Mrs. Anuradha Paraskar |
15/02/2018 |
Independent Director |
|
6. |
Mrs. Swati Sahukara |
02/02/2015 |
Independent Director |
|
7. |
Mr. Samir Kumar Samaddar |
15/09/2017 |
Chief Financial Officer |
|
8. |
Mrs. Rashi Bang |
01/08/2013 |
Company Secretary |
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mrs. Vandana Bang retires by
rotation at the ensuing Annual General Meeting and, being eligible, offer herself for
reappointment. The Board of Directors of your company has recommended the name of Mrs.
Vandana Bang for the same. None of the Directors of the Company is disqualified under Section
164(2) of the Companies Act, 2013.
Further, Mrs. Vandana Bang has appointed as Additional Director and Mrs. Kavita Chhajer has
appointed as Additional Director (Non-Executive Independent Director) w.e.f., June 30, 2024 and
15th August, 2024 respectively and both has been regularized as Director in the last Annual General
Meeting held on 27th September, 2024.
Further, the tenure of Mr. Subrata Kumar Dey has been completed as on 29.09.2024.
NUMBER OF BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on business policies and strategies. The
agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the
Directors to take informed decisions.
During the financial year ended 31st March, 2025, Seven (11) Board Meeting were held and the
maximum interval between any two meetings was not more than 120 days. The details of meetings
of Board and Committee(s) held during FY 2024-2025 are furnished in the Corporate Governance
Report, which forms a part of Annual report.
COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors of the Company plays vital role in the governance and
focus on specific areas and make informed decisions within the delegated authority. The Board has
constituted Committees to delegate certain matters relating to the affairs of the Company that
require greater and more focused attention. Each Committee is governed by their respective terms
of reference which exhibit their composition, scope, powers, duties and responsibilities.
The Board of Directors has the following Committees:
Mandatory
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Non-Mandatory
4. Corporate Social Responsibility Committee
5. Securities Allotment Committee
6. Management & Finance Committee
The details of the Committees of the Board along with their composition, number of meetings and
attendance at the meetings are as follows:
The details of Composition of the above-mentioned Committees are given in the Corporate
Governance Report, which forms part of this report and available on the Company''s website at
www.thomasscot.org
During the year, all the recommendations made by the Audit Committee were accepted by the
Board
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY
Your Board consists of eminent personalities with considerable professional expertise and
credentials in finance, law, accountancy and other related skills and fields. Their wide experience
and professional credentials help your Company for strategy formulation and its implementation,
thereby enabling its growth objectives.
In the opinion of the Board, the independent director appointed during the year possesses
requisite integrity, expertise, experience and proficiency.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have made a declaration confirming the compliance
of the conditions of the independence stipulated in Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and your Company''s Code of Conduct for Board Members
and Senior Management. All Independent Directors of your Company have registered themselves
with the Indian Institute of Corporate Affairs.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of directors, key managerial personnel and other senior management personnel of
the Company. The policy outlines the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the Board an NRC Policy, relating to the
remuneration for the directors, key managerial personnel and other senior management person.
NRC shall carry out an annual evaluation process of the Board performance and its Committees.
NRC Policy contains provisions regarding retirement.
NRC Policy also provides for performance evaluation criteria of Independent Directors. The
detailed policy can be read on https://www.thomasscott.org/investor-relations.htm
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code of
Conduct for its employees including the Managing Director and Executive Directors and senior
management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive
Directors and Independent Directors. These Codes are available on the Company''s website at
https://www.thomasscott.org/investor-relations.htm
All Directors and members of Senior Management have, as on March 31st 2025, affirmed their
compliance with:
> Code of Conduct for Board of Directors and Senior Management
> Code for Independent Directors, as applicable.
> Code of Practices and Procedures for Fair Disclosure of UPSI
The Company has obtained a Certificate from the Managing Director regarding compliances of the
codes as stipulated above. The Certificate is annexed as Annexure II and forms an integral part of
this Report.
FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD
The Board has approved the policy for evaluating the performance of Board, its committees and
individual Directors in compliance with the provision of Section 178 read with Schedule IV of the
Act and the Listing Regulations. In accordance with the evaluation criteria approved, the
Nomination and Remuneration Committee have carried out the annual performance evaluation of
the Board as a whole, its committees and individual Directors.
The Independent Directors carried out the annual performance evaluation of the Chairman, Non¬
Independent Directors and the Board as a whole.
A structured questionnaire covering various aspects of the Board''s functioning was circulated to
the Directors. The criteria for evaluation of Independent Directors included attendance at the
meetings, inter personal skills, independent judgement, knowledge, compliance framework, etc.
The feedback and results of the questionnaire were collated and consolidated report was shared
with the Nomination and Remuneration Committee and the Board for improvements of its
effectiveness. The Directors expressed their satisfaction with the evaluation process.
ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board of Directors of your Company
has carried out a formal annual evaluation of the performance of the Board as a whole, its
Committees and of individual directors through a structured questionnaire, prepared after taking
into consideration the guidance note issued by SEBI and ICSI, on Board evaluation, covering
various aspects of the Board''s functioning, Committee effectiveness, director''s efficiency on
individual basis etc.
The Board of Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments under Section 186 of the Act have been provided
in notes to the standalone financial statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED
PARTIES
During the year under review, all the contracts, arrangements or transactions entered into/ by the
Company with related parties were in ordinary course of business and on an arm''s length basis.
Prior omnibus approval is obtained for related party transactions (RPT''s) which are of a repetitive
nature and entered in the Ordinary Course of Business and are at Arm''s Length. A statement on
RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has
been placed on quarterly basis for review by the Audit Committee.
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has framed a Policy on dealing with
Related Party Transactions which can be accessed on Company''s website of the company. The
policy intends to ensure that proper reporting; approval and disclosure processes are in place for
all transactions between the Company and its Related Parties.
Accordingly, Particulars of contracts or arrangements with related parties referred to in Section
188 (1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC-2 is annexed
as Annexure III with this report.
REMUNERATION OF EMPLOYEES
The information as required under the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as Annexure IV with this Report.
Further, none of the employee in the Company falls under the provision of Section 197 (12) of the
Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has
implemented several best corporate governance practices as prevalent globally.
Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 regarding Corporate Governance. In terms of Regulation 34 &
Schedule V of the SEBI (LODR) Regulations, 2015, the certificate on Corporate Governance issued
by Practicing Company Secretary alongwith the Report on Corporate Governance is forms part of
the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion
and Analysis Report has been presented in a separate section forming part of the Annual Report.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year
2024-25 to the BSE Limited, National Stock Exchange of India Limited and to the depository''s i.e
National Securities and Depositories Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act,
2013 state that:
a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
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, 2025 and of the profit of the Company for
the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) that 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; and
f) that 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
AUDITORS AND THEIR REPORTS
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies
Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants,
(having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for
a period of 5 years commencing from the conclusion of 12th Annual General Meeting up to the
conclusion of 17th Annual General Meeting to be held in the calendar year 2027.
M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the
Company for the financial years ended March 31, 2025 and have issued the Auditor''s Report
thereon. There are no qualifications or reservation for adverse remarks or disclaimers in the said
report. The Report given by the Auditors on the financial statement of the Company is part of this
Annual Report. During the year under review, the Auditors had not reported any matter under
Section 143 (12) of the Companies Act, 2013.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has, in compliance with the provisions of section 204 of the
companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to
carry out secretarial audit of the company for the financial year 2024-25.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure V to
this report. There are adverse remarks in the said report. The Secretarial Audit Report of the
Company contains following qualifications, reservation or adverse remark which are herein below
and the comments of directors upon the same:
|
Sr. No. |
Adverse remarks |
Director''s comment |
|
1. |
Regulation 31 (2) & (3) of SEBI (LODR) |
Directors state that the management is |
The Management hereby states that it will take all the due care in future to avoid any kind of non¬
compliances and in progress to rectify all the above non-compliance as soon as possible.
COST AUDITOR
The Company is not required to maintain cost records and conduct cost audit in accordance with
Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as
the business of the Company is not covered under the said rules and limits.
INTERNAL AUDITORS
M/s. FRG & Co., Chartered Accountants, Mumbai [FRN: 023258N] have been appointed as the
Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors
the effectiveness of the Internal Auditor process. Scope of internal audit extends to in depth audit
of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory
compliances, HR, payroll and administration etc.
The Internal Auditors report to the Audit Committee of the Board of Directors and present their
report on quarterly basis. The Audit Committee reviews the report presented by the Internal
Auditors and takes necessary actions to close the gaps identified in timely manner.
There were no qualifications, reservations or any adverse remarks made by the Auditors in their
report.
REPORTING OF FRAUDS BY AUDITORS
During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the
Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board''s Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March
2025 is available on the Company''s website at https://www.thomasscott.org/investor-relations.htm
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Part B of Schedule II of the LODR Regulations, 2015, the
Managing Director and Chief Financial Officer of the Company have issued a certificate
authenticating Financial Statements for the Financial Year 2024-25 which provides a true and fair
view of the affairs of the Company. The said Certificate is annexed as Annexure VI with this
report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy, as part of vigil mechanism in confirmation
with Section 177(9) of the Act to provide Directors and employees an avenue to lodge Complaints,
in line with the commitment of Company to the highest possible standards of ethical, moral and
legal business conduct and its commitment to open communication and to provide necessary
safeguards for protection of employees from reprisals or victimization, for whistle-blowing in
good faith.
The purpose of this policy is to provide a framework to protect employees wishing to raise a
concern about serious irregularities within the Company. It is affirmed that no personnel of the
Company have been denied to access to the Chairman of Audit Committee.
The details of the policy may be accessed on https://www.thomasscott.org/investor-relations.htm
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing
the risks in a proactive and efficient manner. Your Company periodically assesses risks in the
internal and external environment, along with the cost of rating risks and incorporates risk
treatment plans in strategy, business and operational plans.
The Company has an effective system in place for identification of elements of risk which are
associated with the accomplishment of objectives, operations, development, revenue and
regulations in relation to the Company and appropriate measures are taken, wherever required, to
mitigate such risks beforehand.
Along with this Statutory as well as Internal Auditors report to the Audit Committee during their
audit and highlight risks, if any, associated with organization and also suggest the appropriate
measures, in consultation with the management and the Audit Committee, which can be taken by
the Company in this regard. The Statutory Auditors also report to the Audit Committee of any
instance of non-adherence to the procedures and manual which may increase the risk of frauds in
the organization.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy and framework for employees to report sexual harassment cases at
workplace and our process ensures complete anonymity and confidentiality of information.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and Redressal of sexual harassment at 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. All employees (permanent, contractual, temporary,
trainees) are covered under the said policy. Internal Complaints Committees has also been set up
to redress complaints received on sexual harassment.
The management has not received any complaint of sexual harassment from the women
employees of the Company and no complaint was pending at the end of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company is continuously striving towards conservation of energy across all its units,
complete details with regard to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed
in Annexure VII annexed with this report.
POLICIES
The Company has adopted various policies under the Companies Act, 2013, PIT Regulations,
LODR Regulations, 2015 and other applicable laws, which are given here below:
> Whistle Blower & Vigil Mechanism Policy
> Nomination and Remuneration Policy
> Related Party Transaction Policy
> Policy for determining material events
> Policy for Preservation of the Documents
> Policy for Procedure of Inquiry in Case of Leak of UPSI
> Policy for prevention of Sexual Harassment at Workplace
All the policies are amended as required from time to time and are available at the website of the
Company at https://www.thomasscott.org/investor-relations.htm
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards on Board
meeting and General Meetings, as applicable on the Company, issued by Institute of Company
Secretaries of India.
OTHER DISCLOSURES
> Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.
> The disclosure under this clause is not applicable as there was no instance of one-time
settlement with any bank or financial institutions.
> The Company was not required to transfer any amount to Investor Education and Protection
Fund under section 125 of the Act.
> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by
the National Company Law Tribunal.
> During the Financial Year 2024-25, the trading of securities was not suspended.
> The Company, during the Financial Year 2024-25, has not issued any debt instruments or has
not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no
credit ratings were obtained.
> The Company is compliant with the Maternity Benefit Act, 1961 and there were zero cases to
whom the provisions of the Maternity Benefit Act, 1961 applies during the year under review.
ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to employees at all levels for their hard
work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain a fighter during this unfavorable time.
The Board places on record its appreciation for the support and co-operation your Company has
been receiving from its suppliers, distributors, retailers, vendors and others associates. Your
Company looks upon them as partners in its progress, it will be your Company''s endeavor to
build and nurture strong links with them based on mutuality of benefits, respect for and co¬
operation with each other, consistent with consumer interests. Your directors also take this
opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory
Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors
Sd/-
Brijgopal Balaram Bang
Date: 01.09.2025 Managing Director
Place: Mumbai DIN: 00112203
Mar 31, 2024
Your Director''s present with immense pleasure, the 14th Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March 2024.
|
FINANCIAL HIGHLIGHTS |
(f in Lakh) |
|
|
PARTICULARS |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
Revenue |
9109.31 |
6279.85 |
|
Other Income |
22.36 |
1.73 |
|
Expenditure before Interest, Depreciation and Tax |
7834.87 |
5813.46 |
|
Earnings before Interest, Depreciation and Tax(EBIDT) |
1296.79 |
468.11 |
|
Less: Interest |
180.02 |
103.37 |
|
Earnings Before Depreciation and Tax (EBDT) |
1116.78 |
364.74 |
|
Less: Depreciation |
117.05 |
66.83 |
|
Profit before Tax (PBT) |
999.73 |
297.91 |
|
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment) |
(2.47) |
9.97 |
|
Profit after Tax (PAT) |
1002.20 |
287.94 |
|
Total Net Comprehensive Income |
2.48 |
1.03 |
|
Total Profit after Tax (including Comprehensive Income) |
1004.68 |
288.97 |
During the financial year, your Company recorded revenue of Rs.9109.31 Lakh as against Rs. 6278.95 Lakh in previous year. The Company has incurred a Net profit after tax of Rs.1002.20 Lakh as against Rs. 287.94 Lakh in previous year.
DIVIDEND AND TRANSFER TO RESERVES
In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review.
During the year under review, the Company has proposed to carry an amount of Rs. 1004.68 Lakhs under the head reserves and surplus in the financial statements. [Previous year Rs. 288.97 Lakhs]
CAPITAL STRUCTURE Authorized Share Capital
The authorized share capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores) divided into 140,00,000 (One Crore Forty Lakhs) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakhs) Redeemable preference shares of Rs. 10/- each.
Paid Up Share Capital
As on 31st March 2024, the Paid-up equity share capital of the Company is Rs. 9,79,52,190 (Rupees Nine Crore Seventy- Nine Lakh Fifty-Two Thousand One Hundred and Ninety) divided into 97,95,219 (Ninety-Seven Lakhs Ninety-Five Thousand Two Hundred and Nineteen) Equity shares of Rs. 10/- each.
Further, During the year the Company has issued 59,50,000 convertible warrants on preferential basis to Promoter and Non-Promoter in the Extraordinary general meeting held on October 12, 2023. .
During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Also The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2023-24.
Also, During the financial year, the Company has allotted 19,42,000 Equity Shares of Rs. 10 each at a premium of Rs. 71 each pursuant to conversion of Warrant issued on preferential basis, due to which the Paid-up share capital of the Company has been increased from 7,85,27,190 (Rs. Seven Crores Eighty-Five Lakhs Twenty-Seven Thousand One Hundred and Ninety) divided into 78,52,719 (Seventy-Eight Lakhs Fifty Two Thousand Seven Hundred and Nineteen) Equity shares of Rs. 10 Each to Rs.9,79,52,190 (Rupees Nine Crore Seventy-Nine Lakh Fifty-Two Thousand One Hundred and Ninety) divided into 97,95,219 (Ninety- Seven Lakhs Ninety-Five Thousand Two Hundred and Nineteen) Equity Shares of Rs. 10 Each.
The Company''s equity shares are listed with the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.
LOAN FROM DIRECTORS
During the year under review the Company has received unsecured loans of Rs. 18.66 Lakh from Mr. Brijgopal Bang, Managing Director of the Company which is in compliance of Rule 2(C) (viii) of the Companies (Acceptance of Deposit) Rules, 2014 and the said transaction is exempted from the deposit Rules as such. The Company have taken Declaration from Mr. Brijgopal Bang in compliance with the provisions of Companies (Acceptance of Deposit) Rules, 2014.
In terms of Section 131 of the Act, the Financial Statements and Board''s Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year 202324 and as on the date of this report. However, the Company has allotted 15,00,000 equity shares of Rs. 10 each at a premium of Rs. 71 each pursuant to the conversion of warrants into equity.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES
As on March 31, 2024, your Company has not acquired any subsidiaries, joint venture or associates.
DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEMS
The Company has established an adequate system of internal controls, with documented procedures covering all corporate functions and warehousing units. Internal controls provide:
⢠reasonable assurance regarding the effectiveness and efficiency of operations,
⢠the adequacy of safeguards for assets,
⢠assurance regarding reliability of financial statements,
⢠the reliability of financial controls and compliance with applicable laws and regulations.
The function of internal audit is entrusted to M/s. FRG & Co. For ensuring independence of audits, internal auditors report directly to the Audit Committee. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Based on the framework of internal financial controls and compliance systems maintained by the Company, the audit performed by the Internal Auditor, Statutory Auditor, Secretarial Auditors and external consultants and the reviews of management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans. The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.
As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen.
As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall spend in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial year.
The Net worth, Turnover or Net Profit of the Company for the immediately preceding financial year i.e March 31, 2023 did not exceed the threshold provided in section 135 as mentioned above.
In view of the above, the CSR was not applicable to the Company for the financial year 2023-24. There was no obligation to the Company to spend amount towards CSR Activity for the Financial year 2023-24, hence the details related to CSR is not required to be given in the Report.
The CSR policy as adopted by the Company can be viewed on the website of the Company viz: https://www.thomasscott.org/investor-relations.htm
PROHIBITION OF INSIDER TRADING
Your Company had in place a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company by the Directors of the Company and other designated persons.
For the above mentioned purpose, the Company has established systems & procedures to prohibit insider trading activity & has framed a Code of Conduct to Regulate, Monitor & Report trading by insiders and Code of Fair Practices & Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits the Directors and other designated persons to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large. The code is available at https://www.thomasscott.org/investor-relations.htm.
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
As at 31st March, 2024, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the LODR Regulations, 2015, with an optimum combination of Executive, NonExecutive and Independent Directors.
As on the date of this Annual Report, the Board of Directors of the Company consists of 7 members. The Board consists of Managing Director, Managing Director (E-Comm), 2 Additional Director and 3 Independent Directors and Key Managerial personnel as under;
|
Sr. No. |
Name |
Date of Appointment |
Designation |
|
1. |
Mr. Brijgopal Balaram Bang |
22/10/2010 |
Managing Director |
|
2. |
Mr. Vedant Bang |
15/02/2022 |
Managing Director (E-Comm) |
|
3. |
Mrs. Vandana Bang |
30/06/2024 |
Additional Director |
|
4. |
Mrs. Kavita Chhajer |
15/08/2024 |
Additional Independent Director |
|
5. |
Mrs. Anuradha Paraskar |
15/02/2018 |
Independent Director |
|
6. |
Mr. Subrata Kumar Dey |
14/02/2013 |
Independent Director |
|
7. |
Mrs. Swati Sahukara |
02/02/2015 |
Independent Director |
|
8. |
Mr. Samir Kumar Samaddar |
15/09/2017 |
Chief Financial Officer |
|
9. |
Mrs. Rashi Bang |
01/08/2013 |
Company Secretary |
Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Brijgopal Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. The Board of Directors of your company has recommended the name of Mr. Brijgopal Bang for the same. None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.
Further, Mrs. Vandana Bang has appointed as Additional Director and Mrs. Kavita Chhajer has appointed as Additional Director (Non-Executive Independent Director) w.e.f., June 30, 2024 and 15th August, 2024 respectively and both will be regularized as Director in the ensuing Annual General Meeting.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on business policies and strategies. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.
During the financial year ended 31st March, 2024, ten (10) Board Meeting were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of Board and Committee(s) held during FY 2023-2024 are furnished in the Corporate Governance Report, which forms a part of Annual report.
COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. The Board has constituted Committees to delegate certain matters relating to the affairs of the Company that require greater and more focused attention. Each Committee is governed by their respective terms of reference which exhibit their composition, scope, powers, duties and responsibilities.
The Board of Directors has the following Committees:
Mandatory
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Non-Mandatory
4. Corporate Social Responsibility Committee
5. Securities Allotment Committee
6. Management & Finance Committee
The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are as follows:
The details of Composition of the above-mentioned Committees are given in the Corporate Governance Report, which forms part of this report and available on the Company''s website at www.thomasscot.org
During the year, all the recommendations made by the Audit Committee were accepted by the Board
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY
Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional credentials help your Company for strategy formulation and its implementation, thereby enabling its growth objectives.
In the opinion of the Board, the independent director appointed during the year possesses requisite integrity, expertise, experience and proficiency.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and your Company''s Code of Conduct for Board Members and Senior Management. All Independent Directors of your Company have registered themselves with the Indian Institute of Corporate Affairs.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and other senior management personnel of the Company. The policy outlines the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a NRC Policy, relating to the remuneration for the directors, key managerial personnel and other senior management person. NRC shall carry out an annual evaluation process of the Board performance and its Committees. NRC Policy contains provisions regarding retirement.
NRC Policy also provides for performance evaluation criteria of Independent Directors. The detailed policy can be read on https://www.thomasscott.org/investor-relations.htm
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors and senior management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company''s website at https://www.thomasscott.org/investor-relations.htm
All Directors and members of Senior Management have, as on March 31st 2024, affirmed their compliance with:
> Code of Conduct for Board of Directors and Senior Management
> Code for Independent Directors, as applicable.
> Code of Practices and Procedures for Fair Disclosure of UPSI
The Company has obtained a Certificate from the Managing Director regarding compliances of the codes as stipulated above. The Certificate is annexed as Annexure I and forms an integral part of this Report.
FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD
The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliance with the provision of Section 178 read with Schedule IV of the Act and the Listing Regulations. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee have carried out the annual performance evaluation of the Board as a whole, its committees and individual Directors.
The Independent Directors carried out the annual performance evaluation of the Chairman, Non- Independent Directors and the Board as a whole.
A structured questionnaire covering various aspects of the Board''s functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, inter personal skills, independent judgement, knowledge, compliance framework, etc.
The feedback and results of the questionnaire were collated and consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.
ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, prepared after taking into consideration the guidance note issued by SEBI and ICSI, on Board evaluation, covering various aspects of the Board''s functioning, Committee effectiveness, director''s efficiency on individual basis etc.
The Board of Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments under Section 186 of the Act have been provided in notes to the standalone financial statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, all the contracts, arrangements or transactions entered into/ by the Company with related parties were in ordinary course of business and on an arm''s length basis. Prior omnibus approval is obtained for related party transactions (RPT''s) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arm''s Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a Policy on dealing with Related Party Transactions which can be accessed on Company''s website of the company. The policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.
Accordingly, Particulars of contracts or arrangements with related parties referred to in Section 188 (1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC-2 is annexed as Annexure II with this report.
REMUNERATION OF EMPLOYEES
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III with this Report.
Further, none of the employee in the Company falls under the provision of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.
Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. In terms of Regulation 34 & Schedule V of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along issued by Practicing Company Secretary is forms part of Annual Report. A Report on Corporate Governance is attached with Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and Analysis Report has been presented in a separate section forming part of the Annual Report.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2024-25 to the BSE Limited, National Stock Exchange of India Limited and to the depository''s i.e National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state that:
a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
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, 2024 and of the profit of the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) that 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; and
f) that 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
AUDITORS AND THEIR REPORTS
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of 5 years commencing from the conclusion of 12th Annual General Meeting up to the conclusion of 17th Annual General Meeting to be held in the calendar year 2027.
M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2024 and have issued the Auditor''s Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.
The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to carry out secretarial audit of the company for the financial year 2023-24.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure IV to this report. There are adverse remarks in the said report. The Secretarial Audit Report of the Company contains following qualification, reservation or adverse remark which are herein below and the comments of directors upon the same:
|
Sr. No. |
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 is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form. |
The Management hereby states that it will take all the all due care in future to avoid any kind of non-compliances and in progress to rectify all the above noncompliance as soon as possible.
COST AUDITOR
The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.
INTERNAL AUDITORS
M/s. FRG & Co., Chartered Accountants, Mumbai [FRN: 023258N] have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to in depth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc.
The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in timely manner.
There were no qualifications, reservations or any adverse remarks made by the Auditors in their report.
During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2024 is available on the Company''s website at https://www.thomasscott.org/investor-relations.htm
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Part B of Schedule II of the LODR Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have issued a certificate authenticating Financial Statements for the Financial Year 2023-24 which provides a true and fair view of the affairs of the Company. The said Certificate is annexed with Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy, as part of vigil mechanism in confirmation with Section 177(9) of the Act to provide Directors and employees an avenue to lodge Complaints, in line with the commitment of Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle-blowing in good faith.
The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee.
The details of the policy may be accessed on https://www.thomasscott.org/investor-relations.htm
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans.
The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.
Along with this Statutory as well as Internal Auditors report to the Audit Committee during their audit and highlight risks, if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the Company in this regard. The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at 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. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees has also been set up to redress complaints received on sexual harassment.
The management has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is continuously striving towards conservation of energy across all its units, complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in Annexure V annexed with this report.
POLICIES
The Company has adopted various policies under the Companies Act, 2013, PIT Regulations, LODR Regulations, 2015 and other applicable laws, which are given here below:
> Whistle Blower & Vigil Mechanism Policy
> Nomination and Remuneration Policy
> Related Party Transaction Policy
> Policy for determining material events
> Policy for Preservation of the Documents
> Policy for Procedure of Inquiry in Case of Leak of UPSI
> Policy for prevention of Sexual Harassment at Workplace
All the policies are amended as required from time to time and are available at the website of the Company at https://www.thomasscott.org/investor-relations.htm
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards on Board meeting and General Meetings, as applicable on the Company, issued by Institute of Company Secretaries of India
OTHER DISCLOSURES
> Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.
> The disclosure under this clause is not applicable as there was no instance of one-time settlement with any bank or financial institutions.
> The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act.
> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.
ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a fighter during this unfavorable time.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, vendors and others associates. Your Company looks upon them as partners in its progress, it will be your Company''s endeavor to build and nurture strong links with them based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Mar 31, 2023
The Director''s present with immense pleasure, the 13th Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
|
(Rs. In Lakh) |
||
|
Description |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
|
Revenue |
6278.95 |
3,232.19 |
|
Other Income |
2.63 |
14.11 |
|
Expenditure before Interest, Depreciation and Tax |
5813.46 |
3,104.61 |
|
Earnings before Interest, Depreciation and Tax (EBIDT) |
468.11 |
141.69 |
|
Less: Interest |
103.37 |
43.05 |
|
Earnings Before Depreciation And Tax (EBDT) |
364.74 |
98.64 |
|
Less: Depreciation |
66.83 |
29.03 |
|
Profit before Tax (PBT) |
297.91 |
69.61 |
|
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment) |
9.98 |
6.75 |
|
Profit after Tax (PAT) |
287.94 |
62.86 |
|
Total Net Comprehensive Income |
1.03 |
- |
|
Total Profit after Tax (including Comprehensive Income) |
288.97 |
62.86 |
During the financial year, your Company recorded revenue of Rs.6278.95 Lakh as against Rs. 3,232.19 Lakh in previous year. The Company has incurred a Net profit after tax of Rs.287.94 Lakh as against Rs. 62.86 Lakh in previous year. Your directors are hopeful for better sales realization and profit in the next year.
Your Company is trying to reduce the overall cost by way of using various efforts like optimum utilization of Human Resource, and to increase its sustainability by planning for better prospects for the Company using various new avenues to avail the low-cost raw material and by trying for better price gains for its products in the market and by continuing efforts for its growth as well.
DIVIDEND AND TRANSFER TO RESERVES
In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review.
During the year under review, the Company has proposed to carry an amount of Rs. 288.97 Lakhs under the head reserves and surplus in the financial statements. [Previous year Rs. (62.865) Lakhs]
CAPITAL STRUCTURE Authorized Share Capital
The authorized share capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crores) divided into 90,00,000 (Ninety Lakhs) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakhs) Redeemable preference shares of Rs. 10/- each.
Paid Up Share Capital
The Paid-up equity share capital is Rs. 6,35,66,830 (Rupees Six Crore Thirty-Five Lakh Sixty-Six Thousand Eight Hundred and Thirty) divided into 63,56,683 (Sixty-Three Lakhs Fifty-Six Thousand Six Hundred and Eighty-Three) Equity shares of Rs. 10/- each.
During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company not issued any debenture bonds and any non-convertible securities.
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2022-23.
However, the Company has allotted 8,42,281 Equity Shares pursuant to conversion of Warrant issued on preferential basis, due to which the Paid-up share capital of the Company become Rs.6,35,66,830 (Rupees Six Crores Thirty-Five Lakhs Sixty-Six Thousand Eight Hundred and Thirty) divided into 63,56,683 (Sixty-Three Lakhs Fifty-Six Thousand Six Hundred and Eighty-Three) Equity shares of Rs.10/- each from Rs.5,51,44,020 (Rupees Five Crores Fifty-One Lakhs Forty-Four Thousand and Twenty).
The Company''s equity shares are listed with the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.
LOAN FROM DIRECTORS
During the year under review the Company has received unsecured loans of Rs.54.07 Lakh from Mr. Brijgopal Bang, Managing Director of the Company which is in compliance of Rule 2(C) (viii) of the Companies (Acceptance of Deposit) Rules, 2014 and the said transaction is exempted from the deposit Rules as such. The Company have taken Declaration from Mr. Brijgopal Bang in compliance with the provisions of Companies (Acceptance of Deposit) Rules, 2014.
REVISION IN FINANCIAL STATEMENTS OR BOARDS'' REPORT
In terms of Section 131 of the Act, the Financial Statements and Board''s Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year 2022-23 and as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES
As on March 31, 2023, your Company has not acquired any subsidiaries, joint venture or associates.
DEPOSITS
During the year under review, your Company did not accept any deposits as provided under Chapter V of the Companies Act, 2013 ("Act") read with the rules made thereunder as such and no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company does not fall under the eligibility criteria of Section 135 of the Companies Act, 2013, hence there is no liability on the Company to incur expenditure on CSR activities as prescribed u/s 135 and Schedule VII of the Companies Act, 2013.
PROHIBITION OF INSIDER TRADING
Your Company had in place a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company by the Directors of the Company and other designated persons.
For the above mentioned purpose, the Company has established systems & procedures to prohibit insider trading activity & has framed a Code of Conduct to Regulate, Monitor & Report trading by insiders and Code of Fair Practices & Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits the Directors and other designated persons to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large. The code is available at https://www.thomasscott.org/investor-relations.htm
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
Your Company has adopted a Code of Conduct Directors & members of Senior Management which is available on the Company''s website at https://www.banaaroup.com/investor-relations. All Directors and members of Senior Management have, as on 31st March 2023, affirmed their compliance with the code. The Declaration received from Managing Director of the Company in this regard is annexed as Annexure 1.
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
As at 31st March, 2023, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the LODR Regulations, 2015, with an optimum combination of Executive, Non-Executive and Independent Directors.
As on the date of this Annual Report, the Board of Directors of the Company consists of 5 members. The Board consists of Managing Director, 1 Whole Time Director and 3 Independent Directors and Key Managerial personnel as under;
|
Sl. N |
Name |
Date of Appointment |
Designation |
|
1. |
Mr. Brijgopal Balaram Bang |
01/12/2006 |
Managing Director |
|
2. |
Mr. Vedant Bang |
15/02/2022 |
Whole Time Director |
|
3. |
Mrs. Anuradha Paraskar |
15/02/2018 |
Independent Director |
|
4. |
Mr. Subrata Kumar Dey |
14/02/2013 |
Independent Director |
|
5. |
Mrs. Swati Sahukara |
02/02/2015 |
Independent Director |
|
6. |
Mr. Samir Kumar Samaddar |
15/09/2017 |
Chief Financial Officer |
|
7. |
Mrs. Rashi Bang |
16/03/2021 |
Company Secretary |
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Vedant Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. The Board of Directors of your company has recommended name of Mr. Vedant Bang for the same.
None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013. During the year, no other changes took place in the Composition of Board of Directors.
CERTIFICATE FROM PRACTISING COMPANY SECRETARY OF NONDISQUALIFICATION OF DIRECTORS
The Company has obtained a certificate from M/s Kothari H. & Associates, Practicing Company Secretaries, under Regulation 34(3) and Schedule V Para C Clause (10) (i) of LODR Regulations, 2015 confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such statutory authority and the same is annexed hereto as Annexure 2
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the LODR Regulations, 2015.
In terms of Regulation 25(8) of LODR Regulations, 2015, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Also pursuant to Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014. They declared that the provisions of Sub-Rule (1) and Sub-Rule (2) of Rule 6 of the said rules has been complied with.
The Board of Directors, after considering due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Act read with sub-regulation (9) of Regulation 25 of the listing regulations, was of the opinion that all the Independent Directors meet the criteria of independence and both the independent directors, appointed during the year, have adequate expertise, integrity, proficiency and experience for discharging their duties.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
We believe that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders'' aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters significantly affecting the Company, to understand their roles and responsibilities, nature of the industry in which the Company operates, business model of the Company which enable them to take well informed and timely decisions.
All new Independent Directors are taken through a detailed induction and familiarization Programme when they join the Board of your Company and are provided with induction kits which, inter alia, include the Company''s Memorandum and Articles of Association, Code of Conduct of Board of Directors, Code of Conduct for Prevention of Insider Trading and other relevant documents. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.
Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, regulatory developments and investor relations matters.
Further, during the year, presentations were also made from time to time at the Board and its committee meetings, on regular intervals, covering the business and financial performance of the Company, business outlook and budget, expansion plans, succession plans etc.
SEPARATE MEETING OF INDEPENDENT DIRECTORS AND PERFORMANCE EVALUATION
Independent Directors held a separate meeting in compliance with the requirements of Section 149(8) read with Schedule IV of the Act.
During the year 2022-23, one meeting of Independent Director(s) was held on 14th February, 2023 without the presence of Non-Independent Director, to discuss inter-alia the following:
i. review the performance of Non-Independent Directors and the Board as whole;
ii. review the performance of Chairman of the Company, taking into account, the views of Executive and Non-Executive Directors;
iii. assess the quality, contents and timelines of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March, 2023, six (06) Board Meeting were held and the maximum interval between any two meetings was not more than 120 days. The Board meetings was held on 30th May, 2022, 13th August 2022, 01st September, 2023, 14th November 2022, 14th February 2023 & 31st March, 2023. The requisite quorum was present for all the meetings. Details of attendance of the Directors at the Board Meetings & Annual General Meeting. The Company has convened Board Meetings within the period prescribed under the Companies Act, 2013 and MCA Circular. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.
|
Name of Director |
Designation |
Meetings held during respective Tenure of Directors |
No. of Meetings attended |
Attendance at the last AGM held on 30th September, 2022 |
||
|
Mr. Brijgopal Bang |
Managing Director |
06 |
06 |
Yes |
||
|
Mr. Vedant Bang |
Whole time Director |
06 |
06 |
Yes |
|
Mr. Subrata Kumar Dey |
Independent Director |
06 |
06 |
Yes |
||
|
Mrs. Swati Sahukara |
Independent Director |
06 |
06 |
Yes |
||
|
Mrs. Anuradha Paraskar |
Independent Director |
06 |
06 |
No |
||
The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. The Board has constituted Committees to delegate certain matters relating to the affairs of the Company that require greater and more focused attention. Each Committee is governed by their respective terms of reference which exhibit their composition, scope, powers, duties and responsibilities.
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Management & Finance Committee
The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are as follows:
Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company''s financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act and the provisions of Regulation 18 of the Listing Regulations.
During the financial year 2022-23, four (04) meetings of Committee held i.e. 30th May, 2022, 13th August, 2022, 14th November, 2022 & 14th February, 2023. The details of attendance in meeting is given below:
|
Sr. No |
Name of Director |
Position held as on 31.03.2023 |
Category |
No. of meetings held |
No. of meetings attended |
|
1. |
Mr. Subrata Kumar Dey |
Chairman |
Independent Director |
4 |
4 |
|
2. |
Mrs. Swati Sahukara |
Member |
Independent Director |
4 |
4 |
|
3. |
Mr. Brijgopal Bang |
Member |
Managing Director |
4 |
4 |
The Audit Committee also oversees and reviews the functioning of a vigil mechanism and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.
The Audit Committee also provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism. The Vigil Mechanism/ Whistle Blower Policy has been hosted on Company''s website https://www.thomasscott.org/investor-relations.htm
2. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee duly constituted by the Board of Directors has a well-defined composition of Members and terms of reference in accordance with Section 178 of the Act and applicable Rules thereto and in accordance with Regulation 19 of the Listing Regulation.
During the financial year 2022-23, one (01) meeting of the Committee held i.e. 13th August, 2022. The details of attendance in meeting is given below:
|
Sr. No |
Name of Director |
Position held as on 31.03.2023 |
Category |
No. of meetings held |
No. of meetings attended |
|
1. |
Mr. Subrata Kumar Dey |
Chairman |
Independent Director |
1 |
1 |
|
2. |
Mrs. Swati Sahukara |
Member |
Independent Director |
1 |
1 |
|
3. |
Mrs. Anuradha Paraskar |
Member |
Independent Director |
1 |
1 |
3. STAKEHOLDERS'' RELATIONSHIP COMMITTEE
Pursuant to provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, Stakeholders Relationship Committee of the Board has been constituted. The Committee meets, as and when required, to inter alia, deal with matters relating to transmission of shares, issue of duplicate share certificates, issue of new share certificates, resolve the grievances of security holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates etc., review of measures taken for effective exercise of voting rights by Shareholders and ensuring timely receipt of dividend warrants/ demand drafts/ annual reports/ statutory notices by the Shareholders of the Company.
During the financial year 2022-23, two (02) meetings of the Committee held i.e. 30th May, 2022 & 13th August, 2022. The details of attendance in meeting is given below:
|
Sr. No |
Name of Director |
Position held as on 31.03.2023 |
Category |
No. of meetings held |
No. of meetings attended |
|
1. |
Mrs. Anuradha Paraskar |
Chairperson |
Independent Director |
2 |
2 |
|
2. |
Mr. Subrata Kumar Dey |
Member |
Independent Director |
2 |
2 |
|
3. |
Mr. Brijgopal Bang |
Member |
Managing Director |
2 |
2 |
4. MANAGEMENT & FINANCE COMMITTEE
The Management & Finance committee is constituted in line with the provisions of section 179 of the Act. No meeting has been held during the year under review.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and other senior management personnel of the Company. The policy outlines the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a NRC Policy, relating to the remuneration for the directors, key managerial personnel and other senior management person. NRC shall carry out an annual evaluation process of the Board performance and its Committees. NRC Policy contains provisions regarding retirement.
NRC Policy also provides for performance evaluation criteria of Independent Directors. The detailed policy can be read on https://www.thomasscott.org/financial-results/TSIL_Nomination%20&%20Remuneration%20Policy.pdf
ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, prepared after taking into consideration the guidance note issued by SEBI and ICSI, on Board evaluation, covering various aspects of the Board''s functioning, Committee effectiveness, director''s efficiency on individual basis etc.
The Board of Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, all the contracts, arrangements or transactions entered into/ by the Company with related parties were in ordinary course of business and on an arm''s length basis. Prior omnibus approval is obtained for related party transactions (RPT''s) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arm''s Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a Policy on dealing with
Related Party Transactions which can be accessed on Company''s website of the company. The policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.
Accordingly, Particulars of contracts or arrangements with related parties referred to in Section 188 (1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC-2 is annexed as Annexure 3 with this report.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES
Your Company firmly believes that a well-planned HRM program that is tailored to your organization and staff, can actually improve your business''s bottom line. Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We aim also at achieving advance flexibility, innovation, competitive advantage and improved business performance.
We follow a performance measuring tool like Balance Score Card (BSC) and Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees'' performance is done based on their area of working. This also encourages them to work hard and efficiently at all levels of work.
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 4 with this Report.
Further, none of the employee in the Company falls under the provision of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy, as part of vigil mechanism in confirmation with Section 177(9) of the Act to provide Directors and employees an avenue to lodge Complaints, in line with the commitment of Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle-blowing in good faith.
The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee.
The details of the policy may be accessed on https://www.thomasscott.org/investor-relations.htm
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2023-24 to the BSE Limited, National Stock Exchange of India Limited and to the depository''s i.e National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of LODR Regulations, 2015, the Management''s Discussion and Analysis Report on Company''s performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is not applicable on your Company.
In view of the above, Company has not provided report on corporate governance and auditor''s certificate thereon for the year ended March 31, 2023. However, whenever the provision will become applicable on the company at any later stage, the Company shall ensure compliance with the same within six months from such date.
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Part B of Schedule II of the LODR Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have issued a certificate authenticating Financial Statements for the Financial Year 2022-23 which provides a true and fair view of the affairs of the Company. The said Certificate is annexed as Annexure 5 with this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state that:
a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
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, 2023 and of the profit of the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) that 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; and
f) that 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
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans.
The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.
After Covid-19 pandemic, the Company has specifically identified following risks and also preparing mitigation plans for each risk identified:
⢠Risk of business slowdown, inadequate growth and negative returns;
⢠Risk related to cyber security;
⢠Risk of deterioration of financial health and business interruption;
⢠Risk of inadequate compliance;
⢠Risk of impact on reputation and fraud.
Along with this Statutory as well as Internal Auditors report to the Audit Committee during their audit and highlight risks, if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the Company in this regard.
The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at 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. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees has also been set up to redress complaints received on sexual harassment.
During the year under review, the Company has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year.
AUDITORS AND THEIR REPORTS Statutory Auditors
Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of 5 years commencing from the conclusion of 12th Annual General Meeting up to the conclusion of 17th Annual General Meeting to be held in the calendar year 2027. 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 for yearly ratification of appointment has not been proposed/required.
M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2023 and have issued the Auditor''s Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.
Secretarial Auditor and Secretarial Audit Report
The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to carry out secretarial audit of the company for the financial year 2022-23.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure 6 to this report. There are adverse remarks in the said report. The Secretarial Audit Report of the Company contains following qualification, reservation or adverse remark which are herein below and the comments of directors upon the same:
|
S. No. |
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 is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form. |
The Management hereby states that it will take all the all due care in future to avoid any kind of non-compliances and in progress to rectify all the above non-compliance as soon as possible.
Cost Auditor
The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2023 is available on the Company''s website at https://www.thomasscott.org/investor-relations.htm
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2021-22, complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in Annexure 7 annexed with this report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEMS
The Company has established an adequate system of internal controls, with documented procedures covering all corporate functions and warehousing units. Internal controls provide:
⢠reasonable assurance regarding the effectiveness and efficiency of operations,
⢠the adequacy of safeguards for assets,
⢠assurance regarding reliability of financial statements,
⢠the reliability of financial controls and compliance with applicable laws and regulations.
Based on the framework of internal financial controls and compliance systems maintained by the Company, the audit performed by the Internal Auditor, Statutory Auditor, Secretarial Auditors and external consultants and the reviews of management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2022-23.
The Company has adopted various policies under the Companies Act, 2013, PIT Regulations, LODR Regulations, 2015 and other applicable laws, which are given here below:
> Whistle Blower & Vigil Mechanism Policy
> Nomination and Remuneration Policy
> Related Party Transaction Policy
> Archival Policy
> Policy for determining material events
> Policy for Preservation of the Documents
> Policy for Procedure of Inquiry in Case of Leak of UPSI
> Policy for prevention of Sexual Harassment at Workplace
All the policies are amended as required from time to time and are available at the website of the Company at https://www.thomasscott.org/investor-relations.htm
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards on Board meeting and General Meetings, as applicable on the Company, issued by Institute of Company Secretaries of India
DEMATERIALIZATION OF SHARES AND LIQUIDITY
The equity shares of your Company are liquid and traded on BSE Limited. Your Company has executed agreement with both the depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for admission of its securities in dematerialized mode. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company''s shares is INE480M01011.
As on March 31, 2023, 85.99% of the total equity shares were held in dematerialized form. Breakup of shared held in physical and dematerialized form as on March 31, 2023 is as follows:
|
Particulars |
No. of Equity Shares |
% to Share Capital |
|
NSDL |
40,60,198 |
63.87% |
|
CDSL |
14,06,236 |
22.12% |
|
Physical |
8,90,249 |
14.00% |
|
Total |
63,56,683 |
100.00% |
OTHER DISCLOSURES
> The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act.
> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a fighter during this unfavorable time.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, vendors and others associates. Your Company looks upon them as partners in its progress, it will be your Company''s endeavor to build and nurture strong links with them based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.
Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Mar 31, 2015
The Director's present with immense pleasure, the FIFTH ANNUAL REPORT
along with the Audited Statement of Accounts of the Company for the
year ended 31st March 2015.
FINANCIAL HIGHLIGHTS
(Rs, In lacs)
Description Standalone
Year ended Year ended
31.03.2015 31.03.2014
Revenue 1782.47 5008.10
Other Income 9.98 0.58
Total Expenditure 2121.21 5189.85
Earnings before
Interest, Depreciation (328.76) (181.17)
and Tax (EBIDT)
Less: Interest 0.57 2.63
Earnings Before
Depreciation And Tax (329.33) (183.80)
(EBDT)
Less: Depreciation 9.21 8.13
Profit before Tax (PBT) (338.54) (191.93)
Less: Tax Provision
(Current, Deferred,
FBT and Earlier
Year adjustment) 0.00 0.00
Profit after Tax (PAT) (338.54) (191.93)
PERFORMANCE REVIEW
During the financial year, your Company recorded revenue of Rs, 1782.47
lacs as against Rs, 5008.10 Lacs in previous year. The operating loss
before tax during the year stood at Rs, 328.76 lacs as against Rs.
Rs,17 lacs in the previous year. Due to adverse market conditions, the
Turnover of your Company has been decreased. On the other side, due to
high cost market there was also increase in the cost of material
consumed.
Your Company is trying to reduce the overall cost by way of using
various efforts and to increase its sustainability by planning for
better prospects for the Company using various new avenues to avail the
low cost raw material and by trying for better price gains for its
products in the market and by continuing 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 any dividend for the year 2014-15. No amount is transferred
to Reserves.
The Register of Members and Share Transfer Books will remain closed
from September 24, 2015 to September 29, 2015 (both days inclusive).
The Annual General Meeting of the Company will be held on September 29,
2015.
SUBSIDIARY COMPANIES
As on March 31, 2015, your company has no subsidiary.
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 THE COMPANY 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 financial position of the Company between the end of the financial
year and as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS
IN FUTURE
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
FUTURE OUTLOOK
In this scenario of high material cost market, you will appreciate the
hardship the company is facing. However, we are hopeful for change in
this scenario soon and also hopeful for better sales realizations and
profit in the next year. Due to adverse dollar rupee equation, company
also focusing to increase buying of ready product from the domestic
Indian manufacturers. Also we are introducing heavy new fabrics which
can be sold at good earnings.
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements
as designed and implemented by the Company are adequate.
During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
DEPOSITS
During the year, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
STATUTORY AUDITORS
At the Annual General Meeting, Members are requested to ratify the
appointment of M/s. Rajendra K. Gupta & Associates, Chartered
Accountants, Mumbai, (Registration No. 108373W) as Auditors of the
Company made by resolution passed at the 4th Annual General Meeting of
the Company, to hold office from the conclusion of the 4th Annual
General Meeting until the conclusion of the 7th Annual General Meeting,
for the balance term and accordingly they continue to hold office from
the conclusion of the 5th Annual General Meeting until the conclusion
of the 7th Annual General Meeting on such remuneration as may be fixed
by the Board.
DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION & ADVERSE REMARK IN
AUDITOR'S REPORT:
The Auditors has made qualification and marked adversely in their
report in the para (i)(a) and (i)(b) in respect of the report under
Companies (Auditor's Report) Order, 2015.
The Directors comment on these qualification and remarks as- The
management will make necessary efforts to maintain the quantitative
details and situation of fixed assets and also to physically verify the
same at reasonable intervals.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs, 339
Lakhs. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity nor made any provision for purchase of its own shares by
employees or by trustees for the benefit of employees.
CORPORATE GOVERNANCE REPORT
The Securities and Exchange Board of India vide it's Circular No.
CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, has clarified the
applicability of Clause 49 Corporate Governance on Listed Companies, as
per the aforesaid circular Clause 49 and it's annexure are not
applicable on the Company. However, the Company has made efforts to
provide the information in the Director's Report.
In view of the above, Company has not provided Report on Corporate
Governance for the year ended March 31, 2015. However, where the
provision of Clause 49 becomes applicable to the company at a later
date, the company shall comply with the requirements of Clause 49
within six months from the date on which the provisions became
applicable to the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activity and thus its
operations are not energy intensive. However adequate measures are
always taken to ensure optimum utilization and maximum possible saving
of energy. The Company has installed energy conservative equipment's
like LED (Light Emitting Diode) lights instead of CFL (Compact
Fluorescent Lamp).
The Company has maintained a technology friendly environment for its
employees to work in. Your Company uses latest technology and
equipments. However since the Company is not engaged in any
manufacturing, the information in connection with technology absorption
is NIL.
Foreign exchange earnings and outgo : (Rs, In lacs)
Foreign Exchange Earnings during the year : NIL
Foreign Exchange Outgo during the year : 125.64
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 Act
(Accounts) Rules 2014 and Rule 12 of Companies (Management &
Administration) Rules, 2014 is annexed hereto as Annexure A and forms
part of this report.
DIRECTORS
A) Changes in Directors and Key Managerial Personnel
During the Financial year, Mr. Mithilesh Kumar Sinha, an Independent
Director of the Company resigned as director w.e.f. November 03, 2014.
The Board has placed on record its appreciation for the outstanding
contribution made by Mr. Mithilesh Kumar Sinha during his tenure of
office.
Pursuant to Section 149 of the Companies Act, 2013, the Board at its
meeting held on February 02, 2015 appointed Mrs. Swati Sahukara as an
additional independent Director.
None of the Directors of the Company is disqualified under Section
164(2) of the Companies Act, 2013.
Pursuant to provisions of section 152(6) of the Companies Act, 2013,
Mr. Raghvendra Bang retire by rotation at the ensuing Annual General
Meeting and, being eligible, offer himself 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 of independence as laid down under Section 149(6) of the
Companies Act, 2013.
C) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out the annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the working of
its Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee.
While independent directors in their separate meeting have carried out
to assess the performance of Chairman & MD and other Directors of the
Board more particularly about their business acumen and contribution to
the Company, the performance evaluation of the Independent Directors
was carried out by the entire Board.
The Independent Directors expressed their satisfaction with the
evaluation process, functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and performance
of duties, obligations, responsibilities and governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the financial year on May 30, 2014,
August 13, 2014, November 14, 2014 February 02, 2015 and February 13,
2015.The number of meetings attended by each Director are as follows:
Name of Directors Category No. of No. of
meetings meetings
held attended
Mr. Brijgopal Bang Promoter/ 5 5
Managing
Director
*Mr. Mithilesh Kumar Non Executive, 5 2
Sinha Independent
Director
Mr. Vijay Dattatraya Non Executive, 5 5
Ajgaonkar Independent
Director
Mr. Subrata Kumar Dey Non
Executive & 5 4
Independent
Director
Mr. Raghvendra Bang Non-
Executive, 5 4
Non-
Independent
Director
Mr. Purshottam Bang Non-
Executive, 5 2
Non-
Independent
Director
*Mrs. Swati Sahukara Non-
Executive, 5 1
Independent Director
*Due to resignation of Mr. Mithilesh Kumar Sinha on November 03, 2014,
The Board of the Company has been reconstituted by appointment of Mrs.
Swati Sahukara on February 02, 2015.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the transactions/contracts/arrangements of the nature as specified
in Section 188(1) of the Companies Act, 2013 entered by the Company
during the year under review with related party (/ies) are in the
ordinary course of business and on arms' length basis. Hence, Section
188(1) is not applicable and consequently no particulars in form AOC-2
have been furnished.
SECRETARIAL AUDIT
The Board of Directors of the Company has, in compliance with the
provisions of section 204 of the companies Act, 2013, appointed Mr.
Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company
Secretary to carry out secretarial audit of the company for the
financial year 2014-15.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is
placed as Annexure B to this report. No adverse comments have been made
in the said report by the Practicing Company Secretary.
PARTICULARS OF EMPLOYEES
The information as required under the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are set out in
Annexure C hereto, which forms part of this report.
During FY2014-15, there were no employee in the Company whose
particulars are required to be given in terms of Section 197 (12) of
the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
However, in accordance with the provisions contained in the proviso to
Section 136(1) of the Companies Act, 2013, the aforesaid particulars
are not being sent as a part of this Annual Report. Any Member
interested in obtaining a copy of the same may write to the Company
Secretary at the registered office of the Company.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In conformity with the requirements of Section 177 of the Companies
Act, 2013, the Company has devised vigil mechanism and has formal
whistle blower policy under which the Company takes cognizance of
complaints made by the employees and others. No employee of the
Company/ no other person has 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 / Whistle% 20 Blower% 20
Policy_Thomas%20Scott.pdf
NOMINATION AND REMUNERATION COMMITTEE
The Board has framed Nomination and Remuneration Committee in
accordance with the provisions of subsection (3) of Section 178 of the
Companies Act, 2013. The Nomination & Remuneration policy framed by the
Board is annexed hereto as Annexure D and forms part of this report.
The Nomination and Remuneration Committee consist of Mr. Subrata Kumar
Dey as a Chairman and Mr. Vijay Dattatraya Ajgaonkar and Mrs. Swati
Sahukara as the members. The Committee met two times during the
financial year on August 13, 2014 and February 02, 2015. The number of
meetings attended by each member of the Committee are as follows:
Name of the Director No. of No. of Meeting/s
Meetings Attended
Mr. Subrata Kumar Dey 2 2
Mr. Vijay Dattatraya Ajgaonkar 2 2
*Mr. Mithilesh Kumar Sinha 2 1
*Mrs. Swati Sahukara 2 0
*Due to resignation of Mr. Mithilesh Kumar Sinha on November 03, 2014,
the Nomination and Remuneration Committee has been reconstituted with
the appointment of Mrs. Swati Sahukara on February 02, 2015.
AUDIT COMMITTEE
The Board has constituted the Audit Committee which comprises of Mr.
Vijay Dattatraya Ajgaonkar as the Chairman and Mr. Subrata Kumar Dey
and Mrs. Swati Sahukara as the Members. All the recommendation made by
the Audit Committee on various matters has been accepted by the Board.
The Committee met four times during the financial year on May 30, 2014,
August 13, 2014, November 14, 2014 and February 13, 2015.The number of
meetings attended by each member of the Committee are as follows:
Name of the Director No. of No. of Meeting/s
Meetings Attended
*Mr. Mithilesh Kumar Sinha 4 2
Mr. Vijay Dattatraya Ajgaonkar 4 4
Mr. Subrata kumar Dey 4 3
*Mrs. Swati Sahukara 4 1
Due to resignation of Mr. Mithilesh Kumar Sinha on November 03, 2014,
the Audit Committee has been reconstituted with the appointment of Mrs.
Swati Sahukara on February 02, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board consists of Mr.
Vijay Dattatraya Ajgaonkar as Chairman and Mr. Brijgopal Bang and Mr.
Raghvendra Bang as the members. The Committee met four times during the
financial year on May 30, 2014, August 13, 2014, November 14, 2014 and
February 13, 2015. The number of meetings attended by each member of
the Committee is as follows:
Name of the Director No. of No. of Meeting/s
Meetings Attended
Mr. Vijay Dattatraya Ajgaonkar 4 4
Mr. Brijgopal Bang 4 4
Mr. Raghvendra Bang 4 3
LISTING
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 to the above Exchanges for the year 2015-16.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(C) of the Companies Act, 2013 the Board of
Directors of the Company confirms that- a. In preparation of the
Annual Accounts for the year ended March 31, 2015, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
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 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 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
e. 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.
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.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of rating risks and incorporate risk
treatment plans in strategy, business and operational plans.
As per Section 134(3)(n) of the Companies Act, 2013, The Board of
Directors have approved the Risk Management Policy for the company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at 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. During the
financial year 2014-15, the Company has received nil complaints on
sexual harassment.
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep sense of appreciation
for all the stake holders of the Company who have been continuously
supporting the growth of your Company. In particular, the Directors
value the dedication and commitment of your Company's employees and
thank the Central and State Governments, Financial Institutions, Banks,
Government authorities, customers, vendors and shareholders for their
continued cooperation and support.
For and on behalf of the board of directors
Vijay Dattatraya Ajgaonkar
(DIN: 00065102)
Chairman
Place: Mumbai
Date: August 14, 2015
Mar 31, 2014
Dear Members,
The Director''s present with immense pleasure, the FOURTH ANNUAL REPORT
along with the Audited Statement of Accounts of the Company for the
year ended 31st March 2014.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Stand Alone
Description Year Ended Year Ended
31.03.14 31.03.13
Revenue 5008.10 2137.05
Other Income 0.58 51.36
Total Expenditure 5189.85 2396.40
Earnings before Interest, Depreciation
and Tax (EBIDT) (181.17) (207.99)
Less: Interest 2.63 1.79
Earnings Before Depreciation And Tax (EBDT) (183.80) (209.78)
Less: Depreciation 8.13 10.68
Profit before Tax (PBT) (191.93) (220.46)
Less: Tax Provision (Current, Deferred,
FBT and Earlier Year adjustment) 0.00 0.00
Profit after Tax (PAT) (191.93) (220.46)
PERFORMANCE REVIEW
During the financial year, your Company recorded revenue of Rs. 5008.10
lacs an increase by 134.35 % over the previous year and expenditure of
Rs. 5189.85 lacs an increased by 116.57% over the previous year. The
operating loss before tax during the year stood at Rs 181.17 lacs as
against Rs. 207.99 lacs in the previous year.
DIVIDEND AND TRANSFER TO RESERVES
In view of the business loss during the year, your Director''s do not
recommend any dividend for the year 2013-14.
The Register of Members and Share Transfer Books will remain closed
from September 22, 2014 to September 29, 2014, both days inclusive. The
Annual General Meeting of the Company will be held on September 29,
2014.
SUBSIDIARY COMPANIES
As on March 31, 2014, your company has no subsidiary.
DIRECTORS
During the year, Mr. Venugopal Bang resigned from directorship w.e.f.
7th March 2014 and Mr. Raghvendra Bang and Mr. Purshottam Bang was
appointed as Additional Director w.e.f. 30th May, 2014.
As per Section 161(1) of the Companies Act, 2013, Mr. Raghvendra Bang
and Mr. Purshottam Bang who were appointed as Additional Directors,
will cease to hold the office of the Director at the conclusion of the
forthcoming Annual General Meeting. As per Section 160 of the Companies
Act, 2013, the Company has received notices along with deposit from the
members proposing the canditatures for the office of Director of the
Company.
Pursuant to Section 149 of the Companies Act, 2013, the Board at its
meeting held on August 13, 2014 recommended appointment of Mr. Vijay
Dattatraya Ajgaonkar, Mr. Mithilesh Kumar Sinha and Mr. Subrata Kumar
Dey as Independent Directors of the Company, not liable to retire by
rotation for a period of five years from the date of its 4th Annual
General Meeting subject to approval of the Members of the Company.
These Directors have given the declarations to the Board that they meet
the criteria of independence as provided under Section 149(6) of the
said Act and also confirmed that they will abide by the provisions as
mentioned in Schedule IV of the Companies Act, 2013.
None of the Directors of the Company is disqualified under Section
164(2) of the Companies Act, 2013.
In terms of the Articles of Association of the Company, Mr. Brijgopal
Balaram Bang retire by rotation at the ensuing Annual General Meeting
and, being eligible, offer himself for reappointment.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
As per Section 203 of the Companies Act 2013, the company has
appointed, Mr. Madhusudan Indoria as Chief Financial Officer of the
Company w.e.f August 13, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
STATUTORY AUDITORS
M/s Rajendra K. Gupta & Associates, Chartered Accountants, the
Statutory Auditors of the Company, hold office until the ensuing Annual
General Meeting (AGM). The said Auditors have furnished the Certificate
of their eligibility for re-appointment. Pursuant to the provisions of
Section 139 of the Companies Act, 2013 and the Rules framed thereunder,
it is proposed to appoint M/s Rajendra K. Gupta & Associates, Chartered
Accountants as Statutory Auditors of the Company from the conclusion of
the forthcoming AGM till the conclusion of the 7th AGM to be held in
the year 2017, subject to ratification of their appointment at the
subsequent AGMs.
AUDITORS'' REPORT
The observations made in the Auditors Report are self-explanatory and
therefore, do not call for any further comments under section 217(3) of
the Companies Act, 1956.
SECRETARIAL AUDITOR
As per Section 204 of the Companies Act, 2013, the Board at its meeting
held on August 13, 2014 appointed Mr. Hitesh Kothari, Partner of
Kothari H. & Associates, Practicing Company Secretaries as Secretarial
Auditor for the financial year 2014-15.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. Your Company continues to be compliant with the
requirements enshrined in clause 49 of the Listing Agreement which
relates to Corporate Governance.
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate from the Practicing Company Secretary of
your Company regarding compliance with Corporate Governance norms
stipulated in Clause 49 of the Listing Agreement is also annexed to the
report on Corporate Governance.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with (Particulars of Employees) Rules 1975 as amended, the
names and other particulars are required to be set out in the Annexure
to the Directors'' Report.
However, there were no Employees drawing Remuneration more than
prescribed under Section 217 (2A) of the Companies Act, 1956.
Therefore, your Company is not required to disclose such particulars.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits during the year and as
such, no amount of principal or interest was outstanding as on date of
Balance Sheet.
LISTING
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 to the above Exchanges for the year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required to be furnished pursuant to Section 217(l)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988:
(i) Part A& B of the Rules, pertaining to conservation of energy &
technology absorption are not applicable to the Company.
(ii) Foreign exchange earning and outgo: (Rs. In lacs)
Foreign Exchange Earnings during the year : NIL
Foreign Exchange Outgo during the year : 1280.73
DIRECTORS'' RESPONSIBILITY STATEMENT
Your directors affirm that the audited accounts containing the
financial statements for the financial year 2013 -14 are in conformity
with the requirements of the Companies Act, 1956. They believe that the
financial statements reflect fairly the form and substance of
transactions carried out during the year and reasonably present the
Company''s financial condition and results of operations.
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
1. In preparation of the Annual Accounts for the financial year 2013-
2014, the applicable accounting standards have been followed.
2. 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 loss of the
company for that period.
3. 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.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
FUND (IEPF)
During the year, there were no amounts which remained unpaid /
unclaimed for a period of 7 years and which were required to be
transferred by the Company to the Investor Education and Protection
Fund established by the Central Government pursuant to Section 205C of
the Companies Act, 1956.
ACKNOWLEDGMENT
Your Directors wish to place on record their deep sense of appreciation
for all the stake holders of the Company who have been continuously
supporting the growth of your Company. In particular, the Directors
value the dedication and commitment of your Company''s employees and
thank the Central and State Governments, Financial Institutions, Banks,
Government authorities, customers, vendors and shareholders for their
continued cooperation and support.
For and on behalf of the board of directors
Sd/-
Vijay Dattatraya Ajgaonkar
(DIN:00065102)
Chairman
Place: Mumbai
Date: August 13, 2014
Mar 31, 2013
The Members of THOMAS SCOTT (INDIA) LIMITED
The Director''s present with immense pleasure, the THIRD ANNUAL REPORT
along with the Audited Statement of Accounts of the Company for the
year ended 31st March 2013.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Stand Alone
Description Year Ended Year Ended
31.03.13 31.03.12
Revenue 2137.05 1581.66
Other Income 51.36 9.84
Total Expenditure 2396.40 2479.21
Earnings before Interest, Depreciation
and Tax (EBIDT) (207.99) (887.71)
Less: Interest 1.79 18.95
Earning Before Depreciation And Tax
(EBDT) (209.78) (906.66)
Less: Depreciation 10.68 47.53
Profit before Tax (PBT) (220.46) (954.19)
Less: Tax Provision (Current, Deferred,
FBT and Earlier Year adjustment) 0.00 0.00
Profit after Tax (PAT) (220.46) (954.19)
PERFORMANCE REVIEW
During the financial year, your Company recorded revenue of Rs 2137.05
lacs an increase of 35.11% over the previous year and expenditure
reduced by 3.34% to Rs 2396.40 lacs. However, the operating loss during
the year stood at Rs 207.99 lacs against the operating losses Rs.
887.71 lacs incurred in the last financial year. During the finanicial
year, the company has closed down all retail outlets, due to huge
operating cost and decided to frame a new business model / strategy to
attract retail customer and remain in retail segement.
DIVIDEND AND TRANSFER TO RESERVES
In view of the business loss during the year, your Director''s do not
recommend any dividend for the year 2012-13. The Register of Member &
Share Transfer Books will remain closed from 16th Septmber, 2013 to
22nd Septmber, 2013, Both Dates Inclusive. The Annual General Meeting
of the Comapny will be held on 24th Septmber, 2013.
SUBSIDIARY COMPANY
As on March 31, 2013, your company has no subsidiary.
DIRECTOR''S
During the year, Mr. Krishnakumar Bang, Non-Executive Director,
resigned from the Board of Directors w.e.f. 12th November, 2012 and
Mr.Viswanath Chervu, Independent Director, resigned from Board of
Directors w.e.f 14th February 2013 and Mr. Subrata Kumar Dey was
appointed as Additional Director w.e.f 14th February 2013.
As per Section 260 of the Companies Act, 1956, Mr. Subrata Kumar Dey,
who is Additional Director, will cease to hold the office of the
Director at the conclusion of the fourthcoming Annual General Meeting.
As per Section 257 of the Companies Act, 1956, the Company has recived
notices along with deposit from the members proposing the canditatures
of Mr. Subrata Kumar Dey, for the office of Director of the Company.
None of the Directors of the Company is disqualified under Section
274(l)(g) of the Companies Act, 1956.
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956 and the Articles of Association of the Company, Mr. Vijay
Ajgaonkar retire by rotation at the ensuing Annual General Meeting and,
being eligible, offer himself for reappointment.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
STATUTORY AUDITORS
M/s. Rajendra K. Gupta & Associates Chartered Accountants , Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received the letter from M/s.,Rajendra K. Gupta &
Associates Chartered Accountants to the effect that their
re-appointment, if made, would be within the prescribed limits under
section 224 (IB) of the Companies Act, 1956 and that they have not
disqualified for re-appointment within the meaning of the section 226
of the said Act.
AUDITOR''S REPORT
The observations made in the Auditors Report read together with
relevent notes thereon, are self-explanatory and therefore, do not call
for any further comments .under section 217(3) of the Companies Act,
1956.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. Your Company continues to be compliant with the
requirements enshrined in clause 49 of the Listing Agreement which
relates to Corporate Governance.
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate from the Practising Company Secretary of
your Company regarding compliance with Corporate Governance norms
stipulated in Clause 49 of the Listing Agreement is also annexed to the
report on Corporate Governance.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with (Particulars of Employees) Rules 1975 as amended, the
names and other particulars are required to be set out in the Annexure
to the Directors'' Report.
However, there were no Employees drawing Remuneration more than
prescribed under Section 217 (2A) of the Companies Act, 1956.
Therefore, your Company is not required to disclose such particulars.
FIXED DEPOSITS
Your Company does not have any fixed deposits under section 58A and
58AA of The Companies Act, 1956 read with Companies (Acceptance of
Deposits) Rule, 1975.
LISTING
At present, the Company''s Equity Shares are listed at National Stock
Exchange of India Limited and Bombay Stock Exchange Limited and the
Company has paid the listing fees to the above Exchanges for the year
2013 - 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required to be furnished pursuant to Section 217(l)(e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988:
(i) Part A & B of the Rules, pertaining to conservation of energy &
technology absorption are not applicable to the Company.
(ii) FOREIGN EXCHANGE EARNING AND OUTGO: (Rs. In Lakhs) Foreign
Exchange Earnings during the year : NIL Foreign Exchange Outgo during
the year : 1498.21
DIRECTORS'' RESPONSIBILITY STATEMENT
Your directors affirm that the audited accounts containing the
financial statements for the financial year 2012 -13 are in conformity
with the requirements of the Companies Act, 1956. They believe that the
financial statements reflect fairly the form and substance of
transactions carried out during the year and reasonably present the
Company''s financial condition and results of operations.
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
subscribe to the Directors Responsibility Statement and hereby confirm
that:
1. in the preparation of the annual accounts for the financial year
ended 31 March 2013, the applicable Ac counting Standards have been
followed and there has been no material departure;
2. the Directors have selected such accounting policies, consulted and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company as at 31st March 2013 and of the loss of
your Company for the year on that date;
3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities;
4. they have prepared the annual accounts for the financial year ended
31 March 2013 on a going concern basis.
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
FUND (IEPF)
During the year, there were no amounts which remained unpaid /
unclaimed for period of 7 years and which were required to be
transferred by the Company to the Investor Education and Protection
Fund established by the Central Government pursuant to Section 205C of
the Companies Act, 1956
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep sense of appreciation
for all the stake holders of the Company who have been continuously
supporting the growth of your Company. In particular, the Directors
value the dedication and commitment of your Company''s employees and
thank the Central and State Governments, Financial Institutions, Banks,
Government authorities, customers, vendors and shareholders for their
continued cooperation and support.
For and on behalf of the board of director(s)
Sd/-
Venugopal Bang
Chairman
PLACE: Mumbai
DATE: August 12, 2013
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