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Directors Report of Santowin Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-14

Gross Income 30,257,000 53,503,029

Profit/Loss Before Interest and Depreciation 10,827 (4,766,645)

Net Profit/Loss Before Tax 10,827 (4,766,645)

Provision for Tax - -

Net Profit After Tax 10,827 (4,766,645)

2. Brief description of the Company's working during the year/State of Company's affair

Currently, our company is engaged in the business of manufacturing fabric viz suiting & shirting for the i domestic and international market. At the same time our Company is involved in trading of various textile products which are of high quality and also bulk trading.

3. Change in the nature of business, if any

There is no Change in the nature of Business.

4. Dividend

Due inadequate profit the Company has not declared dividend.

5. Share Capital

The Company has not allotted any shares during the year.

6. Shifting of registered office:

The Board that in view of administrative convenience it is proposed that the Registered Office of the Company be shifted from 702, Concord Housing Society, N. S. Road No. 10, JVPD,Vile Parle (W) Mumbai- 400049 to Shop No.05, Concord Housing Society, N. S. Road No. 10, JVPD,Vile Parle (W) Mumbai- 400049.

7.Directors and key Managerial personnel

Mr. Ashok Gupta fDIN: 00148126] Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Vinay Poddar fDIN: 00148171) was appointed as Independent Director of the Company for a period of Five years w.e.f. September 29,2014.

Mr. Vinod Banasal (DIN: 01921383) was appointed as Independent Director of the Company for a period of Five years w.e.f. September 29,2014.

Mr.Sushma Gupta (DIN: 03247994) has resigned as Director of the Company w.fe.F. 10th June, 2014.

Mr. Ankush Gupta (DIN: 02265108) has resigned as Director of the Company w.e.f. 10th June, 2014.

Also, Mr. Ashok Gupta (DIN: 00148126) and Mr. Vinay Poddar (DIN: 00148171) has been appointed as Chief Executive Officer, Chief Financial Officer with effect from May 30th ,2015 .

8. Report On Corporate Governance

As per SEBI's Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15th September 2014, the provisions of Clause 49 of the Listing Agreement are not mandatory, hence no such report is required for the Company.

9. Particulars of Employees

As required under the provision of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions.

10.Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained I in the Corporate Governance Report.

11.Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexure III)

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

D) The following disclosures shall be mentioned in the Board of Director's report under the | heading "Corporate Governance", if any, attached to the financial statement:—

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) Details of fixed component and performance linked incentives along with the performance criteria;

(iii) Service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

12. Auditors:

The Auditors, M/s Jain Anil & Associates, Chartered Accountants, appointed as Statutory Auditor at the last Annual General Meeting held on 20th September, 2014 for a term of five consecutive years i.e. 2014-2015, 2015- 16, 2016-17, 2017:18 and 2018-19. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid appointment needs to be ratified by the members at the forthcoming Annual General Meeting. Accordingly, on recommendation of the Audit Committee, the Board of Directors recommends to the shareholders the ratification of appointment of M/s Jain Anil & Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year 2018-19.

A certificate from M/s Jain Anil & Associates., Chartered Accountants that their appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 has been obtained.

The observations and comments given in the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further information and explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark or disclaimer.

13.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s Vijay Oganiya & Associates Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to this report. The report is self-explanatory and do not call for any further comments.

14. Internal Audit & Controls

The Company continues to engage M/s Himank Desai & Co. as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

15.Policy:

During the year the Company Formulated and Adopted Codes under Sebi (Prohibition Of Insider I Trading) Regulations, 2015, Whistle Blower Policy/ Vigil Mechanism, Risk Management Policy and also formulated and adopted Code of Independent directors and Code of for Board and Senior Management.

1 Board of Directors:

Category No. of directors

Non-Executive & Independent 2 Directors including the Chairman

Executive Director 1 (CEO & Director)

Total 3

Other Relevant details of Directors:

Name of Director Date of Date of Categor No. of Resignatio Appointmen y Directorship n t (s) held in Indian public & private Limited Companies

MR. ASHOK GUPTA - 01/06/2010 Director 4 (DIN: 00148126) /CEO

MR. VINOD - 01/10/2010 Indepen 1 JAGMOHAN BANSAL dent (DIN: 01921383) Director

Mr. VINAY PODDAR - 01/10/2010 Indepen 1 (DIN: 00148171) dent Director /CFO

MRS. SUSHMA 10/06/201 30/09/2011 Indepen 2 GUPTA (DIN: 4 dent 03247994) Director

MR. ANKUSH GUPTA 10/06/201 17/08/2010 Indepen 7 (DIN: 02265108) 4 dent Director

Name of Director Committee(s) position

Member Chairman



MR. ASHOK GUPTA 4 - (DIN: 00148126)

MR. VINOD - - JAGMOHAN BANSAL (DIN: 01921383)

Mr. VINAY PODDAR 1 - (DIN: 00148171) Director

MRS. SUSHMA 2 GUPTA (DIN: 03247994)

MR. ANKUSH GUPTA 6 1 (DIN: 02265108)

Board Meetings held during the year

Dates on which the Board Meetings Total Strength of No. of Directors were held the Board Present

MAY 15,2014 5 5

JUNE 10TH, 2014 5 5

AUGUST 16TH, 2014 5 3

SEPTEMBER 05TH, 2014 5 3

November 14th, 2014 5 3

December 22nd, 2014 5 3

FEBRUARY 14th, 2015 5 3

Name of Attendance at the Board Meetings Director held on

15/05/2014 10/06/2014 16/08/2014 05/09/2014

MR. ASHOK p p p p GUPTA (DIN: 00148126)

MR. VINOD P P P P JAGMOHAN BANSAL (DIN: 01921383)

Mr. VINAY P P P P PODDAR (DIN: 00148171)

MRS. SUSHMA P P GUPTA (DIN: 03247994)

MR. ANKUSH P P GUPTA (DIN: 02265108)

Name of Attendanc Director e at the AGM held on 29th September 14

14/11/2014 22/12/2014 14/05/2015

MR. ASHOK p p p p GUPTA (DIN: 00148126)

MR. VINOD P P P P JAGMOHAN BANSAL (DIN: 01921383)

Mr. VINAY P P P P PODDAR (DIN: 00148171)

MRS. SUSHMA GUPTA (DIN: 03247994)

MR. ANKUSH GUPTA (DIN: 02265108)

COMMITTERS OF THE BOARD.

(a) Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Category Attendance at the Board Meetings held on Director 14/05/2014 16/08/2014 14/02/2015

MR. ASHOK Executive P P P GUPTA and Non- (DIN: 00148126) Independe nt

Mr. V1NAY Non- P P P PODDAR executive (DIN: 00148171) and Independe nt

MR. VINOD Non- P P P JAGMOHAN executive BANSAL and (DIN:01921383) Independe nt

Attendance at the Board Meetings held on Name of Director - - -

MR. ASHOK - - - GUPTA (DIN: 00148126)

Mr. V1NAY - - - PODDAR (DIN: 00148171)

MR. VINOD - - - JAGMOHAN BANSAL (DIN:01921383)

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of-the Listing Agreement. Some of the important functions performed by the Committee are:

(h) Remuneration Committee

The composition of the Remuneration Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the Board Meetings held on

05/09/2014 01/02/2015 -

MR. ASHOK GUPTA Executive P P - - - - (DIN: 00148126) and Non- Independe nt

Mr. VINAY PODDAR Non- P P - - - - (DIN: 00148171) executive and Independe nt

MR. VINOD Non- P P - - - - JAGMOHAN BANSAL executive (DIN: 01921383) and Non- Independe nt

(d) Stakeholders' Relationship Committee (mandatory committee)

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing I Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

Name of Category Attendance at the Board Meetings held on Director 05/09/2014 28/11/201 01/02/2015 - - - 4

MR ASHOK Executive p P P GUPTA and Non- (DIN: 00148126] Independe nt

Mr. VINAY Non- P P P PODDAR executive (DIN: 00148171) and Independe nt

MR VINOD Non- p P P JAGMOHAN executive BANSAL and Non- (DIN: 01921383) Independe nt

During the year, no complaints were received from shareholders. The balance complaints were under various stages of investigation. As on March 31, 2015, no investor grievance has remained unattended/ pending for more than thirty days.

Independent Directors' Meeting

During the year under review, the Independent Directors met on March 31, 2015, inter alia, to discuss:

* Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

* Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

* Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

* All the Independent Directors were present at the Meeting.

TERMS OF APPOINTMENT & REMUNERATION -CFO

Mr. VinayPoddar (DIN: 00148171]

Period of Appointment w.e.f. May 30th ,2015

Salary Grade 2,40,000/-

Allowances -

Perquisites -

Retrial Benefits -

Performance Bonus -

Sign-on Amount -

Deferred Bonus -

Minimum Remuneration -

Notice Period & Severance Fees -

Other -

16.Extract of annual return:

As required pursuant to section 92(3} of the Companies Act, 2013 and rule 12(1} of the Companies i (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXUREI.

17. General Body Meetings

Particulars of last three Annual general meetings :

Year ended 31st Venue Date Time Special Resolutions March, Passed

2014 At the 29/09/2014 10.00 a.m. - Registered Office

2013 At the 30/09/2013 10.00 a.m. - Registered Office

2012 At the 29/09/2012 10.00 a.m. - Registered Office

18. Extraordinary General Meeting (EGM)

No Extraordinary General Meeting held during the Financial Year 2014-2015

19.During the year under review, no resolution has been passed through the exercise of postal ballot.

E-Voting Facility to members

Exempt as the Company is BSE Listed.

20.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

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

21. DetaiIs in respect of adequacy of internal financial controls with reference to the Financial Statements.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

22. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a] accepted during the year- NIL

(b) remained unpaid or unclaimed as at the end of the year-NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-NIL

23. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure II to the Board Report.

24. STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

25.Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of NIL energy

(ii) the steps taken by the company for utilizing NIL alternate sources of energy

(iii) the capital investment on energy conservation NIL equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption NIL

(ii) the benefits derived like product improvement, NIL cost reduction, product development or import substitution

(iii) in case of imported technology (imported during NIL the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported NIL

(b) the year of import; NIL

(c) whether the technology been fully absorbed NIL

(d) if not fully absorbed, areas where absorption NIL has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and NIL Development

26, Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

27. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 profit and loss of the company for that period;

(c] the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

28. LISTING WITH STOCK EXCHANGES:

The Company got Listed onBSE . The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

29. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors of

Santowin Corporation Limited

SHOP NO. 05, CONCORD C.H.S, Mr. Ashok Gupta Mr. Vinay Poddar JVPD SCHEME, N. S. ROAD. Director Director NO. 10,JUHU, MUMBAI - 400 049 (DIN:00148126) (DIN: 00148171)

(PLACE) :Mumbai (DATE):August 24th, 2015


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in Lacs)

Year Ended Year Ended Financal Results 31.03.2013 31.03.2012

Income 2426.16 3912.90

Profit before Tax 11.79 143.89

Less: Provision for Taxation 4.05 48.21

Profit after Tax 7.62 96.79

Add : Profit brought forward from Previous Year 153.83 244.54

Balance carried forward 161.45 341.33





DIVIDEND

Due to inadequate profits in the current year. Board has not recommended any dividend for the Financial Year 2012-2013.

SUBSIDIARY

As on March 31, 2013, your Company has a Wholly Owned Subsidiary (WOS) in Ghana under the name of Santowin Ghana Limited (SGL) for the purpose of extracting gold and heavy machinery hiring in Ghana.

As required under Section 212 of the Companies Act, 1956, the Annual Report together with Balance Sheet and Profit and Loss Account for the year ended March 31, 2013, of the subsidiary company is attached.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Ashok Gupta and Mr. Vinod Bansal, are liable to retire by rotation and being eligible, offer themselves for re-appointment in the forthcoming Annual General Meeting.

AUDITOR''S REPORT

The observations made by the Auditors in their report are appropriately dealt with in the Notes forming part of the accounts for the year, which are self-explanatory and, hence, do not require any further explanations.

AUDITORS

M/s MNRD & Associates will be replaced by M/s Jain Anil & Associates, as Auditors of the Company from the conclusion of the 29th Annual General Meeting until the conclusion of the 30th Annual General Meeting of the Company.

M/s. Jain Anil & Associates have also expressed their willingness to act as Auditors of the Company, if appointed and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(IB) of the Companies Act, 1956.

APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT

During the year, the Company has appointed Purva Sharegistry (India) Private Limited as its Registrar and Share Transfer Agent. The details of the Registrar and Share Transfer Agent of the Company are provided in the Report of Corporate Governance attached to this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock. Exchange, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance, in terms of Clause 49 of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are annexed and forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Company''s plan. Relations with employees continue to be cordial.

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules. 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the provisions of Section 2l7(i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported. Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2013;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a "going concern* basis.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory Authorities for their continued support.

For and on behalf of the Board

For SANTOWIN CORPORATION LIMITED

Place: Mumbai Ashok Gupta

Date: September 5, 2013 Chairman

Registered Office:

702 7th Floor Concord CHS Ltd.,

N.S. Road No. 10, J VPD Scheme Juhu, Mumbai - 400 049


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 2509.77 507.28

Profit before Tax 279.34 165.99

Less : Provision for Taxation 37.03 25.00

Profit after Tax 242.31 142.57

Add : Profit brought forward from Previous Year 2.23 (140.33)

Balance carried forward 244.54 2.23

DIVIDEND

Due to inadequate profit in the current year. Board has not recommended any dividend for the financial Year 2010-2011.

CHANGE IN CONTROL OF THE COMPANY

Pursuant to Regulation 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. 1997, there has been a change in control of the Company. Mr. Ashok Gupta the new Chairman and Managing Director and Mr. Ankush Gupta. Director, have taken control of the Company and the Management in place of Mr. Sandeep Deora and Ms. Shruti Deora, the Promoters of the Company.

PROFILE AND SALARY DETAILS OF NEW DIRECTORS TO BE INCORPORATED:

The Board believes that the new Promoters and Management will revive the Company for the lows it has experienced in the past.

CHANGE IN THE REGISTRAR AND SHARE TRANSFER AGENT

The Company has changed its Registrar and Share Transfer Agent in the year under review. The details of the new Registrar and Share Transfer Agent of the Company i.e.. Purva Sharemstry (India) Private Limited is provided in the Report of Corporate Governance attached to this Annual Report.

INCREASE IN AUTHORISED CAPITAL OF THE COMPANY:

Considering the proposed expansion of business, requirement of working capital and for general corporate purposes. your Company has increased the Authorized Share Capital of the Company from 1.25 Crores to 13.00 Crores to 31.00 Crores in the year under review.

BONUS

The Company, has issued Bonus Shares to the Members of the Company in the ratio 3:2; i.e. three equity shares of Rs. 10/- each for every 2 Equity Shares of Rs. 10/- each held by the shareholder.

SUB-DIVISION OF SHARE CAPITAL

To increase the liquidity of the shareholders of your Company, the Share Capital of the Company was subdivided in the ration of 5:1 i.e. every shareholder holding 1 fully paid up Equity Share of the Face Value of Rs. 10/- each was issued 5 fully paid up Equity Shares of the Face Value of Rs. 2/- each.

CHANGE IN NAME OF THE COMPANY

In order to reflect the new business of the Company , the name of your Company was changed from Santowin Polysters Limited to Santowin Corporation Limited.

ISSUE OF SHARES TO THE PROMOTERS AND OTHERS ON PREFERENTIAL BASIS

The Company has allotted 50.10,000 Equity Shares to Promoters and Non-Promoters of the Company on a Preferential Basis during the year.

PERFORMANCE & CURRENT YEAR PROSPECTS

The lack of demand, forced your Company to reduce prices and tough competition has again worsened the situation. The new Management have taken bold but necessary strategic decision in the year under review and the current year looks optimistic.

BUSINESS SEGMENT

In order to revive the Company from its lows, the new management took some strategic and bold decisions in the year under review.

The Management will try to venture into new business areas like:

- Mining Extraction of Minerals

- software development, open call centers, BPO. KPO in India and across the Globe.

- development of Real Estate Property, Infrastructure Projects, letting out the parties to third parties in India and anywhere in the world;

- running schools and colleges, post graduate courses with in India and anywhere in the world;

- running/setting up of fitness centers, spa, gymnasiums, health, sportswear, health equipments, diet products in India and any where in the world;

The Board is confident that the new business areas will bring lucrative offers to the Company and your Company will witness prosperous growth in the near future.

RISK & CONCERNS

Risk is inherent part of the Company''s business. Effective Risk Management is critical to any industry. In view of this, aligning Risk Management to Company''s organizational structure and business strategy has become integral to the business of the company. The Company''s goal in risk management is to understand measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks.

As Your Company has entered ventured into new horizons the primary challenge will be to create a foothold in a very competitive market.

The Board manages and reviews the risk management system, policy and strategy from time to time. The Board identities, assesses and monitors all principal risks. The ever changing business environment necessitates continuous monitoring, evaluation & management of significant risks faced by the organization. Your Company periodically reviews the risk assessment and minimization procedures and steps taken by it to mitigate these risks.

OVER VIEW

During the year under review, your Company continued a moderate growth in business. Your company has decided to venture into new business areas.

The Company has signed a Memorandum of Understanding was executed in Ghana for the acquisition of a Gold Mine. Your Company is also exploring the possibility of incorporating a subsidiary in Ghana and getting it listed on Ghana Stock Exchange.

Your company will continue to build capabilities and nurture a talent pool with diverse skills sets to deliver continuous results. Your Company''s nationwide network and locally recruited employees have facilitated in developing and strengthening relationship with its customers. During the year under review, your Company continued its innovative methods of sourcing funds."

INTERNAL CONTROL SYSTEMS AND ADEQUACY

In the opinion of the management, the internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets. Teams of employees conduct internal audits to assess the adequacy of the internal control procedures and processes of the Company. The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors. Reports of the internal audit, as well as the action taken on the matters reported upon, are discussed at the Audit Committee Meetings.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The relations of the Company and its employees continued to be harmonious during the year under review. Sustained success for an organization presupposes an unwavering concentration on leadership development and strengthening the talent pipeline at all levels. Learning and development initiatives are directed towards enhancing the effectiveness of employees and we believe in building human capabilities by exposing our people to a wide variety of business complexities and providing them with greater empowerment and responsibility at all levels. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce.

SUBSIDIARY

Your Company has no subsidiaries. Your Company is also exploring the possibility of incorporating a subsidiary in Ghana and getting it listed on Ghana Stock Exchange.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

In accordance with the provisions of the Companies Act. 1956 and pursuant to the provisions of Articles of Association of your Company. Mr. Ankush Gupta, is liable to retire by rotation and being eligible, offers himself for re-appointment in the forthcoming Annual General Meeting.

Further, none of the Directors of your Company are disqualified under section 274(1)(g) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of Corporate Governance. As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance.

AUDITORS

The Company''s auditors. M/s MNRD & ASSOCIATES, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act. 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Company''s plan, By far the employee''s relations have been cordial throughout the year.

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act. 1976 read with the companies (Particular of employees) amendments rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the provisions of Section 217(l)(e) of the Companies Act. 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings, and out go concerning your Company to be reported. Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. Your Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors'' confirm that:

1. In the preparation of the annuals account for the year ended March 31 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted 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 Your 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.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders. Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory Authorities for their continued support.

For and on behalf of the Board

For SANTOWFN CORPORATION LIMITED

Place: Mumbai Ashok Gupta Vinod Barisal

Date: 28 May. 2011 Chairman and Director

Registered Office: Managing Director

702 7th Floor Concord Chs Ltd.

N.S.Road.No 10 JVPD Scheme Juhu

Mumbai - 400 049

 
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