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Directors Report of Thomas Scott (India) Ltd.

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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