Mar 31, 2016
Dear Shareholders,
The Directors here by present the 21st Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2016.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 281764/-.
BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF THE COMPANY''S AFFAIR:
The Company does not have any significant business activity and not carried out any business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs 652603000/- divided into 652603000 equity shares of Rs 1/- each. There was no change in the share capital during the year.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review, company vide postal ballet notice dated 19.10.2015 and result thereof dated 04.12.2015 approved shifting of Registered office from Ahmedabad to Rajkot in State of Gujarat.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2015-16 is enclosed as an Annexure to this Board''s Report. During the year under review, the company has not provided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors'' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company''s operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013, Mr. KALPESH PALAN (DIN: 02332642) retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. Further company has appointed Company Secretary Ms. Ankita Dineshbhai Soni w.e.f. 16.08.2016.
Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Chief Financial Officer are less and it is not a full time work and the job of Chief Financial Officer are not attractive commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year 8 (Eight) Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.
AUDIT COMMITTEE:
The terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.
AUDITORS AND AUDITORS'' REPORT:
M/S. DHVANISH SHAH & ASSOCIATES, Chartered Accountants, Ahmedabad (FRN 139838W), hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS'' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. K. H. & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:_
Sr. No. |
Qualifications made by Secretarial Auditor |
Explanations by the Board |
a) |
Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. |
The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee. |
b) |
Updating of website with regard to various policies is pending |
The company will take necessary steps to update website with regard to various policies which are pending. |
c) |
The company has not complied with certain regulation of SEBI (LODR) Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results. |
The company will take necessary steps to comply with the same. |
d) |
As per the provisions of Section 149(1) of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director. |
The Company is in process for appointing of Women Director and once suitable and if any willing candidate agrees to join the Company. |
e) |
As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. |
The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has established the internal control system. |
f) |
As per section 203(1)(i),(ii) & (iii), the Company is required to appoint Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. |
Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Chief Financial Officer are less and it is not a full time work and the job of Chief Financial Officer are not attractive commensurate with the scope of work and salary. |
g) |
The company has not maintained the attendance register for Board and committee meeting |
The company will take necessary steps to maintain the attendance register for board and committee meetings. |
h) |
Statutory Registrar as per companies Act 2013 is yet to be updated. |
The company will take necessary steps to update Statutory Register as per companies Act 2013. |
i) |
Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. |
The company will ensure to file all relevant documents in time with ROC and other authorities as when required. |
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions 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, is not required to be given as there were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.
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 have been followed along with proper explanation by way of notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;
c) 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;
e) Directors have prepared the accounts on a "going concern basis".
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Since there are no women employees in the Company hence no comments.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board''s Report the ratio of the remuneration of each director to the permanent employee''s remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
VIGIL MECHANISM
As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.
For and on Behalf of the Board For,
SUN TECHNO OVERSEAS LIMITED
PLACE: AHMEDABAD
DATE: 16.08.2016
Sd/-
(RAMANLAL TRIVEDI)
DIRECTOR
DIN: 01658705
Mar 31, 2015
Dear Members,
The Directors here by present the 20th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2015.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not
carried out any business activities and faces huge set back. So company
not in position to generate any revenue from the operation but due to
some fixed cost company posted Net Loss of Rs. 1327795/-.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE
COMPANY'S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and
accumulated losses, your Directors have not recommended any dividend
for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs
652603000/- divided into 652603000 equity shares of Rs 1/- each. There
was no change in the share capital during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint
ventures.
FIXED DEPOSIT:
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. KALPESH PALAN appointed as an additional director as on 28.08.2015
and holds office up to the date of this Annual General Meeting be and
hereby appointed as director of the Company and whose office liable to
retire by rotation.
MR. UDAYRAJ SHEKHVA and Mr. RAMANLAL TRIVEDI appointed as an additional
Director on 28.08.2015 and 05.02.2015 respectively holds office up to
the date of this Annual General Meeting and is hereby appointed as an
Independent Director for five consecutive years for a term up to
September 29, 2020.
Mr. GIRISHBHAI DOSHI appointed as on 01.12.2014 as additional Director
and same resigned as on 31.08.2015. Mr. ANAND TRIVEDI, Mr. SANDEEP
MOHITE and Mr. JIVAN SATISH KATHE resigned as on 02.03.2015, 31.08.2015
and 01.12.2014 respectively.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review, company vide postal ballet notice dated
18.06.2014 and result thereof dated
02.08.2015 approved shifting of Registered office from State of Gujarat
to State of Maharashtra but company failed to obtain Approval from
respective Regional Director (RD) and Registrar of Companies (ROC)
hence company did not make any further proceeding for the same.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by
circulation. During the year ten Board Meetings and four Audit
Committee Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013 and Listing Agreement.
AUDIT COMMITTEE:
The terms of reference of the Audit Committee are in consonance with
the provisions of Section 177 of the Companies Act, 2013 and details
thereof have been furnished in the Corporate Governance Report forming
a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 and details
thereof have been furnished in the Corporate Governance Report forming
a part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Appointment & Remuneration Committees. The
performance evaluations of Independent Directors were also carried out
and the same was noted. Independent Directors in their meeting decided
to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule
5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the Financial year is
not given.
AUDITORS AND AUDITORS' REPORT:
M/S. DHVANISH SHAH & ASSOCIATES, Chartered Accountants, Ahmedabad (FRN
139838W), in respect of whom the company has received a Special Notice
under section 140(4) of the Act, proposing their appointment in the
place of retiring auditors M/s. Y. D. & Co., Chartered Accountants,
Ludhiana, (FRN 018846N) and hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for reappointment.
The observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report in the prescribed Form No MR-3 is
annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE
BOARD:
Sr. ualifications made by Explanations by the Board
No. ecretarial Auditor
a) Acknowledgement for sending the The notice and agenda for
notices of the Meeting of the the Board and committee
Board and Committees are meeting are sent by the
not maintained by the company. email or hand delivery.
The company will ensure to
maintain to the
acknowledgements for sending
the notice of the meeting of
the board and the committee.
b) Updating of website with regard The company will take
to various policies is pending necessary steps to update
website with regard to
various policies which are
pending.
c) The company has not complied The company will take
with certain publication of necessary steps to comply
clauses of Listing Agreement as with the same.
regards Notice of Board
Meeting, Notice
of AGM, quarterly results.
d) As per the provisions of The Company is in process
Section 149(1) of the for appointing of Women
Companies Act, 2013 and Director and once suitable
revised clause 49 of and if any willing candidate
the listing agreement, the agrees to join the Company.
Company is required
to have at least one
Women Director on its
Board. The Company has not
appointed Women Director.
e) As per section 138 of the The size of operation of the
Companies Act, 2013, Company is very small,
the Company is required to it is not viable to appoint
appoint Internal Internal Auditor but the
Auditor. The Company has Company has established the
not appointed internal control
Internal Auditor. system.
f) As per section 203(1)(i),(ii) Since the Company does not
& (iii), the Company is required have any significantbusiness
to appoint Company Secretary & activities, hence the Volume
Chief Financial Officer. The and Scope of work for the
Company has not appointed Company Company Secretary and
Secretary & Chief Financial Chief Financial Officer
Officer. fare less and it is not a
full time work and the job
Company Secretary and Chief
Financial Officer are not
attractive commensurate
with the scope of work and
salary.
g) The company has not maintained The company will take
the attendance register for necessary steps to maintain
Board and committee meeting the attendance register for
board and committee
meetings.
h) Statutory Registrar as per The company
companies Act 2013 is yet will take necessary steps to
to be updated. update Statutory Register as
per companies Act 2013.
i) Certain event based E Forms The company will ensure to
have not been filed by the file all relevant documents
company in time which were time with ROC and other
required to be filed with ROC authorities as when
during the audit period. required.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 ('the Act') and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, in the prescribed Form No.
MGT 9 forming part of this report is annexed herewith
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors' Certificate on its compliance is
annexed separately to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the
Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not
applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions 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, is not required to be given as there
were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the
manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
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 have been followed along with proper explanation by way of
notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
c) 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;
e) Directors have prepared the accounts on a "going concern basis".
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed
Company mandates to disclose in the Board's Report the ratio of the
remuneration of each director to the permanent employee's remuneration.
However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk
factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
VIGIL MECHANISM
As the Company does not have any significant business activity, there
was no need to have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SUN TECHNO OVERSEAS LIMITED
PLACE: AHMEDABAD
DATE: 31.08.2015
Sd/-
(RAMANLAL TRIVEDI)
CHAIRMAN
Mar 31, 2014
Dear Members,
The Directors here by present the 19th Annual Report on business and
operations of the Company together with the Audited statements of
Accounts for the financial year ended on 31st March 2014.
REVIEW OF OPERATIONS:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company unable to
generate any revenue from the operation the Company and due to some
fixed cost company incurred net loss of Rs.1301411/- for the year ended
31st March, 2014.
The management has taken measures as part of its continuous
improvements to strengthen operations and viability.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. JIVAN KATHE was appointed as an Additional Director of the Company
on 23.04.2014 be and hereby appointed as director of the Company and
whose office liable to retire by rotation. Mr. ANAND TRIVEDI and Mr.
SANDEEP MOHITE were appointed on 17.02.2014 and 23.04.2014 as an
Additional Director of the Company and appointed as an Independent
Director of the Company to hold office for five consecutive years for a
term up to September 28, 2019. Mr. BINIT JOSHI and Mr. UMESHBHAI
PUROHIT were appointed as Additional Director as on 31.12.2013 and
resigned from the board accordingly with effect from as on 23.04.2014
and 17.02.2014.
Mr. GIRISHBHAI DOSHI, Mr. JIMISH SONI and Mr. MANISHKUMAR PATEL were
resigned as a Director of the Company with effect from 23.06.2014,
31.12.2013 and 06.01.2014.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith. The Audit Committee of the Company
has regularly reviewed internal Control System of the company.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors'' Certificate on its compliance is
annexed separately to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company is not engage in
manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for that period;
iii) 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
the company and for preventing and detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SUN TECHNO OVERSEAS LIMITED
PLACE: AHMEDABAD
DATE: 27.08.2014
(JIVAN KATHE)
CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting the 15th Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 2010.
FINANCIAL RESULTS:
( Amt. In Rs.)
PARTICULARS 2009-2010 2008-2009
Sales 188.15 15690.93
Other Income 0 4.85
TOTAL 188.15 15695.78
Cost of Material Sold 182.67 16094.05
Admin.,Selling & Distribution Exp. 6.15 35.06
Depreciation 0 0
TOTAL 188.82 16129.11
Profit/(Loss) Before Tax (0.67) (433.33)
Less: Provision for Income Tax 0 0
Profit/(Loss) for the year after Taxation (0.67) (433.33)
Balance of Profit Brought Forward (361.94) 71.40
Balance of Profit Carried Forward (362.61) (361.94)
OPERATIONS:
During the year under review, your Company has incurred loss amounting
to Rs.66,607/- compared to loss of Rs.4,33,33,655/- previous year. Your
Directors strive hard and expect that your Company will achieve
significant growth in the coming years.
DIVIDEND
In order to conserve resources, the Board of Directors has thought it
prudent not to recommend payment of dividend for the year under review.
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration in accordance with the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employee) Rules, 1975 as amended.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:
The company has no liability on account of unpaid/unclaimed dividend
which may be required to be transferred and credited to the Investor
Education and Protection Fund as per requirements of section 205C of
the companies act, 1956.The company has also no outstanding
unpaid/unclaimed interest liability on Deposits or Debentures or no
outstanding unpaid/unclaimed principal amount of any Deposit &
Debentures or application money.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: (CLAUSE 49 OF THE LISTING
AGREEMENT)
Your directors have complied with the listing agreement as constituted
under the Listing agreement. The details corporate Governance report is
given in Annexure: A
LISTING AGREEMENT:
The securities of the company are listed with the Bombay Stock Exchange
Limited (BSE), Mumbai and Ahmedabad Stock Exchange Ltd, Ahmedabad. The
company has paid the annual listing fees for the year 2009- 2010.
DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:
The Company has signed Tripartite Agreement with NSDL & CDSL for
dematerialization of its Equity shares. The Equity shares are now
available for dematerialization the ISIN allotted to shares of the
company is INE703D01023.Shareholders are requested to take benefit of
dematerialization.
DEPOSITS :( SECTION 58A)
During the year under review your company has neither invited nor
accepted any public deposits or deposits from the private parties as
defined under section 58A of the companies act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)):
Pursuant to the provisions contained in section 217(2AA) of the
companies act, 1956 the Directors of your company confirm:
1) The applicable accounting standards have been followed along with
proper explanation relating to material departures.
2) Such accounting policies have been selected and applied consistently
and reasonable and prudent judgments and estimates made, 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 the loss of the company for that period.
3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with provisions of this act
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
4) The annual accounts have been prepared on a going concern basis.
APPOINTMENT OF AUDITORS:
M/s. Arvind A. Thakkar, Chartered Accountants, Ahmedabad, are proposed
to be appoint as auditor of the company for the financial year
2010-2011.The board will fix the remuneration of newly appointed
auditors of the company. The necessary certificate under section
224(1B) of the Companies Act, 1956 has been received from the auditor.
The Statutory Auditors of the Company have submitted auditors report on
the accounts of the Company for the accounting year ended 31st March,
2010 which is self-explanatory and needs no comments.
AUDITORS OBSERVATION:
The statutory Auditors of the company have not made any adverse
observation in their report. Notes to the Accounts are self explanatory
in nature.
EMPLOYEES (SECTION 217(2A)):
There is no employees of the company who were in receipt of the
remuneration of Rs.24,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs.2,00,000/- in the
aggregate if employed for a part of the year. Hence, the information
required under section 217(2A) of the companies act,1956 being not
applicable are not given in this report.
FORMATION OF THE AUDIT COMMITTEE (SECTION 292A):
The company has already formed an Audit committees comprising
independent Non-Executive Directors as per requirements of Section 292A
and clause 49 of the listing Agreement. The terms of reference and
powers, authorities, responsibilities assigned to the committees are
framed as per the guideline of clause 49 of the Listing Agreements. A
detailed system of working of the committee is given in report on
Corporate Governance forming part of this report.
DISCLOSURE OF PARTICULARS WITH RESPECT:
A) CONSERVATION OF ENERGY,RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION,ADOPTION INNOVATION:
The Disclosure of particulars with respect to conversation of energy
pursuant to the provision of section 217(1)(e) of the Companies
act,1956 read with the companies(Disclosure of particulars in the
report of Board of Directors) rules 1988, are not applicable to the
company. However, the company makes its best efforts for conservation
of energy. The company has not carried out any specific research and
development activities. The company has not imported or absorbed any
new technology during the year under review.
B) FOREIGN EXCHANGE EARNINGS AND OUTGO :
The information regarding Foreign Exchange Earnings and out go is as
follows:
a) Earnings in Foreign Exchange : Nil
b) Outgo in Foreign Exchange : Nil
ACKNOWLEDGEMENT:
The management is grateful to the Government Authorities, Bankers,
Vendors, Employees, for their continued assistance and co-operation.
The Directors also wish to place on record the confidence of members in
the company.
For & on behalf of the Board of Directors
Place: Ahmedabad
Date: 04.09.2010 Director
Mar 31, 2009
The directors have pleasure in presenting herewith the 14th Audited
Annual Report for the year ended on 31st March, 2009 of your Company.
FINANCIAL HIGHLIGHT.
The Financial performance of the company during the year is as under:
(Rs.in Lacs)
PARTICULARS FOR THE YEAR FOR THE YEAR ENDED
ENDED ON ON
31/03/2009 31/03/2008
Total Income 16141.97 852.42
Total Expenses 16575.31 844.50
Profit Before
Depreciation &Tax (433.34) 7.92
Depreciation NIL 32.29
Provision For Tax Nil NIL
Provision for FBT. NIl NIL
Profit/(Loss) After
Tax. (433.34) (24.37)
Deferred Tax (Assets)
Liability NIL
Net Profit / (Loss)
for the Year (433.34) (24.37)
DIVIDEND:
The Company has suffered a net loss after making provision of
depreciation during the year. Hence your directors have not
recommended any amount of dividend to be paid for the year.
TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND:
The Company has no liability on account of unpaid/ unclaimed dividend
which may be required to be transferred and credited to the Investors
Education and Protection Fund as per requirements of Section 205C of
the Companies Act. The Company has also no outstanding unpaid/
unclaimed Interest liability on Deposits or Debentures or no
outstanding unpaid/ unclaimed principal amount of any Deposits or
Debentures or share application money.
BUY BACK OF SHARES:
The Company has not announced any Buy Back Of Share of its Equity Share
Capital since inception as per the provisions of Section 77A, 77AA, 77B
of the Company Act 1956. Hence the Company is not required to complete
any such formalities as provided in the Companies Act on account of Buy
Back Of Shares.
CAPITAL STRUCTURE OF THE COMPANY:
The Company has not issued any share of any nature during the year
under review. There were no changes in the Capital structure of the
Company during the year. However, after closure of the financial year
the Company has increased the Authorized share capital from current
Rs.11,00,00,000/-to Rs. 26,00,00,000/- .
YEAR UNDER REVIEW:
During the year under review your company has earned a net trading
income of Rs. 15893.79 Lacs (Previous Year Rs. 850.95 Lacs), Other
Income of Rs. 248.18 Lacs (Previous Year Rs. 1.47 Lacs) and Total
income of Rs. 1+141.97 Lacs (Previous year Rs. 852.42 Lacs). After
deduction of all Expenses including depreciation for Rs. 16575.31 Lacs
(Previous Year Rs. 876.79 Lacs) your company has suffered a gross loss
of Rs. 433.34 Lacs (Previous year of Rs. 24.37 Lacs). After making
provisions of Corporate Income Tax, FBT and Deferred Tax Assets, your
company has suffered a Net loss of Rs. 433.34 Lacs) Previous Year of
Rs. 24.37 Lacs) which is carried to Balance sheet as profit & Loss
account debit balance and show accordingly.
FUTURE OUTLOOK:
The Company has started full fledged trading operations and business in
commodities both agro based and precious metals and other goods both in
present and future markets. The Company is also exploring the
opportunity to do the business of import, export and trading in gold,
silver and other precious metals including diamond. The company is also
diversifying its business activities in the high demand sector of
POWER. The company has planed to make expansion by establishment of the
Wind Turbine Power Generation Plant. This is least capital intensive
project with high profit return and various tax benefits. The
Management foresees good future in terms of turnover, profitability in
the coming year due to large scale of trading operations and
diversification and expansion in to power sector.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: (CLAUSE 49 OF THE LISTING
AGREEMENT)
Your directors have in compliance with the listing agreement and the
companies (Amendment) Act-2000 formed the Corporate Governance
Committee within the Organization. The details Corporate Governance
Report is given in Annexure: A.
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.
SMDRP / CIR-14 / 98 DATED APRIL 29Ã, 1998
The Companys shares are at present listed on Ahmedabad and Mumbai
Stock Exchanges. The complete addresses are given elsewhere in this
report. The Company has paid the Annual listing feels for the years
2009-2010 of Mumbai Stock Exchange. The Company has not paid the Annual
Listing fees of the Ahmedabad Stock Exchange Limited. The shares of the
company are freely tradable on Mumbai stock Exchange. However trading
terminal window of The Ahmedabad Stock Exchange Limited is closed by
SEBI hence, there is no trading in Ahmedabad Stock Exchange.
DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:
The company has already signed Tripartite Agreement with NSDL & CDSL
for Dematerializing of its Equity Shares. The Equity shares are now
available for Dematerialization the (SIN allotted to shares of the
company is INE706Q01021. Shareholders are requested to take benefits
of Dematerializations.
ENVIROMENT PROTECTION:
The Company is engaged in the business of trading and generation, sell
of wind mill power. It does not generate any water or Air pollution.
Hence, the law and regulations relating to the pollution control and
Environment Protection are not applicable to the company.
INSURANCE AND PROTECTION OF ASSETS:
The Companys all fixed assets and tangible movable assets are properly
insured against all available commercial risks like fire, flood,
earthquake and other extraneous perils from the approved and reputed
insurance companies. During the year the company has not made any
insurance claims and no such claims are pending for settlement.
DEPOSITS: (SECTION 58A)
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the private parties as
defined under section 58A of the Companies Act-1956.
DIRECTORS
During the year Shri Hitesh N Parikh and Mr. Nilesh. N. Vora had
resigned as Director w.e.f. 1st January 2009. The Resignation as
Promoter/ Director of Mr. Pinakin. R. Shah was approved by the
Shareholders by passing a Special Resolution under Regulation 12 of the
SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997
by passing a Resolution through Postal Ballot means on 25th March 2009.
During the Year Mr. Girish. G. Doshi and Mr. Mahendra. A. Solanki were
appointed as Additional Director on the Board, Their appointment as
regular directors was also confirmed by the shareholders under SEBI
(SAST) Regulations. However, as per companies Act 1956, their
appointment as Regular appointment under section 260 is required to be
confirmed, hence, resolutions are proposed to be passed in the ensuing
Annual General Meeting.
During the year, Mr. Rakesh. Y. Bhatt will retire by rotation as per
provisions of section 255 of the Act. However, being eligible for
reappointment, a resolution confirming his reappointment is required to
be passed at the ensuing annual general meeting. Your directors
recommend to pass all these resolutions.
DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)
Pursuant to the provision contained in section 217(2AA) of the
Companies Act 1956 the Directors of your Company Confirm:
(A) That in the preparation of the annual account, the applicable
accounting standards have been followed and no material departures have
been made from the same, except the accounting standards as are not
applicable to the company and as mentioned by the statutory auditors in
their report as not complied by the company.
(B) That they have selected such accounting policies and applied them
consistently and made judgements and estimated that are reasonable and
prudent so as to give a true and fair view of the state of affair of
the company for that period:
(C) That they have 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 for preventing and
detecting fraud and other irregularities:
(D) That they have prepared the annual account on a going concern
basis.
STATUTORY AUDITOR:
M/s. H. J. Parikh & Co., Chartered Accountants the previous year
retiring Auditors have expressed their unwillingness to continue as the
Statutory Auditors of the Company for the next financial year due to
their other pre occupations. Hence, the Board of Directors has
consulted Mr. Arvind Thakkar, Chartered Accountants, to act as the
Statutory Auditors for the next financial year i.e. for the year
2009-10. They have given their letter of consent and confirmation under
section 224(1 B) of the Companies Act 1956 for reappointment as
Statutory Auditors of the Company. Necessary Resolution making their
appointment as the Statutory Auditors and fixing their resolution is
proposed to be passed at the Annual General Meeting.
AUDITORS OBSERVATION:
The statutory Auditors of the company have not made any adverse
observation in their report. Notes to the Accounts are self explanatory
in nature.
EMPLOYEES: (SECTION 217 (2A))
There is no employee of the company who were in receipt of the
remuneration of Rs. 24,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of RS. 2,00,000/- in
the aggregate if employed for a part of the year.
Hence the information required under section 217 (2A) of the companies
Act, 1956 being not applicable are not given in this report.
FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)
The company has already formed an Audit committee comprising
independent Non Executive Directors as per requirement of section 292A
and clause 49 of the listing Agreement. The terms of reference and
powers, authorities, responsibilities assigned to the Committee are
framed as per the guidelines of clause 49 of the Listing Agreement. A
detailed system of working of the committee is given in report on
Corporate Governance forming part of this report.
MATERIAL DEVELOPMENT:
After closure of the financial year, the Company has increased the
Authorized Share Capital from Rs. 11,00,00,000/- to Rs. 26,00,00,000/-
as stated elsewhere in this report. Except the above, there has been
no material development in the Company from the closure of the
financial year till the date of this annual report and the same does
not have any material impact on the financial conditions or operation
of the Company.
STATUTORY INFORMATION: (SECTION 217 (1) (E)):
As the Company is a trading Company and not engaged in the
manufacturing activities, hence, the information required to be
disclosed as per the provisions of Section 217 (1) (E) of the Company
Act - 1956 and the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988 are not applicable and not given in
this report.
APPRECIATION:
Your directors take this opportunity to acknowledge the trust reposed
in your Company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & Committee of all our
employees, without which the continuing progress of the Company would
not have been possible.
PLACE: AHMEDABAD ON BEHALF OF THE BOARD OF DIRECTORS
OF WELLWORTH OVERSEAS LIMITED
DATE:
SD/-
(GIRISH. G. DOSHI)
CHAIRMAN AND DIRECTOR
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