Directors Report of Thomas Scott (India) Ltd.

Mar 31, 2023

The Director''s present with immense pleasure, the 13^th Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

(Rs. In Lakh)
Description	Year ended 31.03.2023	Year ended 31.03.2022
Revenue	6278.95	3,232.19
Other Income	2.63	14.11
Expenditure before Interest, Depreciation and Tax	5813.46	3,104.61
Earnings before Interest, Depreciation and Tax (EBIDT)	468.11	141.69
Less: Interest	103.37	43.05
Earnings Before Depreciation And Tax (EBDT)	364.74	98.64
Less: Depreciation	66.83	29.03
Profit before Tax (PBT)	297.91	69.61
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment)	9.98	6.75
Profit after Tax (PAT)	287.94	62.86
Total Net Comprehensive Income	1.03	-
Total Profit after Tax (including Comprehensive Income)	288.97	62.86

PERFORMANCE REVIEW

During the financial year, your Company recorded revenue of Rs.6278.95 Lakh as against Rs. 3,232.19 Lakh in previous year. The Company has incurred a Net profit after tax of Rs.287.94 Lakh as against Rs. 62.86 Lakh in previous year. Your directors are hopeful for better sales realization and profit in the next year.

Your Company is trying to reduce the overall cost by way of using various efforts like optimum utilization of Human Resource, and to increase its sustainability by planning for better prospects for the Company using various new avenues to avail the low-cost raw material and by trying for better price gains for its products in the market and by continuing efforts for its growth as well.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review.

During the year under review, the Company has proposed to carry an amount of Rs. 288.97 Lakhs under the head reserves and surplus in the financial statements. [Previous year Rs. (62.865) Lakhs]

CAPITAL STRUCTURE Authorized Share Capital

The authorized share capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crores) divided into 90,00,000 (Ninety Lakhs) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakhs) Redeemable preference shares of Rs. 10/- each.

Paid Up Share Capital

The Paid-up equity share capital is Rs. 6,35,66,830 (Rupees Six Crore Thirty-Five Lakh Sixty-Six Thousand Eight Hundred and Thirty) divided into 63,56,683 (Sixty-Three Lakhs Fifty-Six Thousand Six Hundred and Eighty-Three) Equity shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company not issued any debenture bonds and any non-convertible securities.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2022-23.

However, the Company has allotted 8,42,281 Equity Shares pursuant to conversion of Warrant issued on preferential basis, due to which the Paid-up share capital of the Company become Rs.6,35,66,830 (Rupees Six Crores Thirty-Five Lakhs Sixty-Six Thousand Eight Hundred and Thirty) divided into 63,56,683 (Sixty-Three Lakhs Fifty-Six Thousand Six Hundred and Eighty-Three) Equity shares of Rs.10/- each from Rs.5,51,44,020 (Rupees Five Crores Fifty-One Lakhs Forty-Four Thousand and Twenty).

The Company''s equity shares are listed with the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.

LOAN FROM DIRECTORS

During the year under review the Company has received unsecured loans of Rs.54.07 Lakh from Mr. Brijgopal Bang, Managing Director of the Company which is in compliance of Rule 2(C) (viii) of the Companies (Acceptance of Deposit) Rules, 2014 and the said transaction is exempted from the deposit Rules as such. The Company have taken Declaration from Mr. Brijgopal Bang in compliance with the provisions of Companies (Acceptance of Deposit) Rules, 2014.

REVISION IN FINANCIAL STATEMENTS OR BOARDS'' REPORT

In terms of Section 131 of the Act, the Financial Statements and Board''s Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year 2022-23 and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

As on March 31, 2023, your Company has not acquired any subsidiaries, joint venture or associates.

DEPOSITS

During the year under review, your Company did not accept any deposits as provided under Chapter V of the Companies Act, 2013 ("Act") read with the rules made thereunder as such and no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company does not fall under the eligibility criteria of Section 135 of the Companies Act, 2013, hence there is no liability on the Company to incur expenditure on CSR activities as prescribed u/s 135 and Schedule VII of the Companies Act, 2013.

PROHIBITION OF INSIDER TRADING

Your Company had in place a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company by the Directors of the Company and other designated persons.

For the above mentioned purpose, the Company has established systems & procedures to prohibit insider trading activity & has framed a Code of Conduct to Regulate, Monitor & Report trading by insiders and Code of Fair Practices & Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits the Directors and other designated persons to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large. The code is available at https://www.thomasscott.org/investor-relations.htm

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Your Company has adopted a Code of Conduct Directors & members of Senior Management which is available on the Company''s website at https://www.banaaroup.com/investor-relations. All Directors and members of Senior Management have, as on 31^st March 2023, affirmed their compliance with the code. The Declaration received from Managing Director of the Company in this regard is annexed as Annexure 1.

BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

As at 31^st March, 2023, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the LODR Regulations, 2015, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of Directors of the Company consists of 5 members. The Board consists of Managing Director, 1 Whole Time Director and 3 Independent Directors and Key Managerial personnel as under;

Sl. N	Name	Date of Appointment	Designation
1.	Mr. Brijgopal Balaram Bang	01/12/2006	Managing Director
2.	Mr. Vedant Bang	15/02/2022	Whole Time Director
3.	Mrs. Anuradha Paraskar	15/02/2018	Independent Director
4.	Mr. Subrata Kumar Dey	14/02/2013	Independent Director
5.	Mrs. Swati Sahukara	02/02/2015	Independent Director
6.	Mr. Samir Kumar Samaddar	15/09/2017	Chief Financial Officer
7.	Mrs. Rashi Bang	16/03/2021	Company Secretary

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Vedant Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. The Board of Directors of your company has recommended name of Mr. Vedant Bang for the same.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013. During the year, no other changes took place in the Composition of Board of Directors.

CERTIFICATE FROM PRACTISING COMPANY SECRETARY OF NONDISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate from M/s Kothari H. & Associates, Practicing Company Secretaries, under Regulation 34(3) and Schedule V Para C Clause (10) (i) of LODR Regulations, 2015 confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such statutory authority and the same is annexed hereto as Annexure 2

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the LODR Regulations, 2015.

In terms of Regulation 25(8) of LODR Regulations, 2015, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Also pursuant to Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014. They declared that the provisions of Sub-Rule (1) and Sub-Rule (2) of Rule 6 of the said rules has been complied with.

The Board of Directors, after considering due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Act read with sub-regulation (9) of Regulation 25 of the listing regulations, was of the opinion that all the Independent Directors meet the criteria of independence and both the independent directors, appointed during the year, have adequate expertise, integrity, proficiency and experience for discharging their duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

We believe that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders'' aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters significantly affecting the Company, to understand their roles and responsibilities, nature of the industry in which the Company operates, business model of the Company which enable them to take well informed and timely decisions.

All new Independent Directors are taken through a detailed induction and familiarization Programme when they join the Board of your Company and are provided with induction kits which, inter alia, include the Company''s Memorandum and Articles of Association, Code of Conduct of Board of Directors, Code of Conduct for Prevention of Insider Trading and other relevant documents. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, regulatory developments and investor relations matters.

Further, during the year, presentations were also made from time to time at the Board and its committee meetings, on regular intervals, covering the business and financial performance of the Company, business outlook and budget, expansion plans, succession plans etc.

SEPARATE MEETING OF INDEPENDENT DIRECTORS AND PERFORMANCE EVALUATION

Independent Directors held a separate meeting in compliance with the requirements of Section 149(8) read with Schedule IV of the Act.

During the year 2022-23, one meeting of Independent Director(s) was held on 14^th February, 2023 without the presence of Non-Independent Director, to discuss inter-alia the following:

i. review the performance of Non-Independent Directors and the Board as whole;

ii. review the performance of Chairman of the Company, taking into account, the views of Executive and Non-Executive Directors;

iii. assess the quality, contents and timelines of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2023, six (06) Board Meeting were held and the maximum interval between any two meetings was not more than 120 days. The Board meetings was held on 30^th May, 2022, 13^th August 2022, 01^st September, 2023, 14^th November 2022, 14^th February 2023 & 31^st March, 2023. The requisite quorum was present for all the meetings. Details of attendance of the Directors at the Board Meetings & Annual General Meeting. The Company has convened Board Meetings within the period prescribed under the Companies Act, 2013 and MCA Circular. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.

	Name of Director	Designation	Meetings held during respective Tenure of Directors	No. of Meetings attended	Attendance at the last AGM held on 30th September, 2022
	Mr. Brijgopal Bang	Managing Director	06	06	Yes
	Mr. Vedant Bang	Whole time Director	06	06	Yes

	Mr. Subrata Kumar Dey	Independent Director	06	06	Yes
	Mrs. Swati Sahukara	Independent Director	06	06	Yes
	Mrs. Anuradha Paraskar	Independent Director	06	06	No

COMMITTEES OF THE BOARD

The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. The Board has constituted Committees to delegate certain matters relating to the affairs of the Company that require greater and more focused attention. Each Committee is governed by their respective terms of reference which exhibit their composition, scope, powers, duties and responsibilities.

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Management & Finance Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are as follows:

1. AUDIT COMMITTEE

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company''s financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act and the provisions of Regulation 18 of the Listing Regulations.

During the financial year 2022-23, four (04) meetings of Committee held i.e. 30^th May, 2022, 13^th August, 2022, 14^th November, 2022 & 14^th February, 2023. The details of attendance in meeting is given below:

Sr. No	Name of Director	Position held as on 31.03.2023	Category	No. of meetings held	No. of meetings attended
1.	Mr. Subrata Kumar Dey	Chairman	Independent Director	4	4
2.	Mrs. Swati Sahukara	Member	Independent Director	4	4
3.	Mr. Brijgopal Bang	Member	Managing Director	4	4

The Audit Committee also oversees and reviews the functioning of a vigil mechanism and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.

The Audit Committee also provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism. The Vigil Mechanism/ Whistle Blower Policy has been hosted on Company''s website https://www.thomasscott.org/investor-relations.htm

2. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee duly constituted by the Board of Directors has a well-defined composition of Members and terms of reference in accordance with Section 178 of the Act and applicable Rules thereto and in accordance with Regulation 19 of the Listing Regulation.

During the financial year 2022-23, one (01) meeting of the Committee held i.e. 13^th August, 2022. The details of attendance in meeting is given below:

Sr. No	Name of Director	Position held as on 31.03.2023	Category	No. of meetings held	No. of meetings attended
1.	Mr. Subrata Kumar Dey	Chairman	Independent Director	1	1
2.	Mrs. Swati Sahukara	Member	Independent Director	1	1
3.	Mrs. Anuradha Paraskar	Member	Independent Director	1	1

3. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Pursuant to provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, Stakeholders Relationship Committee of the Board has been constituted. The Committee meets, as and when required, to inter alia, deal with matters relating to transmission of shares, issue of duplicate share certificates, issue of new share certificates, resolve the grievances of security holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates etc., review of measures taken for effective exercise of voting rights by Shareholders and ensuring timely receipt of dividend warrants/ demand drafts/ annual reports/ statutory notices by the Shareholders of the Company.

During the financial year 2022-23, two (02) meetings of the Committee held i.e. 30^th May, 2022 & 13^th August, 2022. The details of attendance in meeting is given below:

Sr. No	Name of Director	Position held as on 31.03.2023	Category	No. of meetings held	No. of meetings attended
1.	Mrs. Anuradha Paraskar	Chairperson	Independent Director	2	2
2.	Mr. Subrata Kumar Dey	Member	Independent Director	2	2
3.	Mr. Brijgopal Bang	Member	Managing Director	2	2

4. MANAGEMENT & FINANCE COMMITTEE

The Management & Finance committee is constituted in line with the provisions of section 179 of the Act. No meeting has been held during the year under review.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and other senior management personnel of the Company. The policy outlines the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a NRC Policy, relating to the remuneration for the directors, key managerial personnel and other senior management person. NRC shall carry out an annual evaluation process of the Board performance and its Committees. NRC Policy contains provisions regarding retirement.

NRC Policy also provides for performance evaluation criteria of Independent Directors. The detailed policy can be read on https://www.thomasscott.org/financial-results/TSIL_Nomination%20&%20Remuneration%20Policy.pdf

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, prepared after taking into consideration the guidance note issued by SEBI and ICSI, on Board evaluation, covering various aspects of the Board''s functioning, Committee effectiveness, director''s efficiency on individual basis etc.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the contracts, arrangements or transactions entered into/ by the Company with related parties were in ordinary course of business and on an arm''s length basis. Prior omnibus approval is obtained for related party transactions (RPT''s) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arm''s Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a Policy on dealing with

Related Party Transactions which can be accessed on Company''s website of the company. The policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

Accordingly, Particulars of contracts or arrangements with related parties referred to in Section 188 (1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC-2 is annexed as Annexure 3 with this report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES

Your Company firmly believes that a well-planned HRM program that is tailored to your organization and staff, can actually improve your business''s bottom line. Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We aim also at achieving advance flexibility, innovation, competitive advantage and improved business performance.

We follow a performance measuring tool like Balance Score Card (BSC) and Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees'' performance is done based on their area of working. This also encourages them to work hard and efficiently at all levels of work.

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 4 with this Report.

Further, none of the employee in the Company falls under the provision of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, as part of vigil mechanism in confirmation with Section 177(9) of the Act to provide Directors and employees an avenue to lodge Complaints, in line with the commitment of Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle-blowing in good faith.

The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee.

The details of the policy may be accessed on https://www.thomasscott.org/investor-relations.htm

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2023-24 to the BSE Limited, National Stock Exchange of India Limited and to the depository''s i.e National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of LODR Regulations, 2015, the Management''s Discussion and Analysis Report on Company''s performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is not applicable on your Company.

In view of the above, Company has not provided report on corporate governance and auditor''s certificate thereon for the year ended March 31, 2023. However, whenever the provision will become applicable on the company at any later stage, the Company shall ensure compliance with the same within six months from such date.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the LODR Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have issued a certificate authenticating Financial Statements for the Financial Year 2022-23 which provides a true and fair view of the affairs of the Company. The said Certificate is annexed as Annexure 5 with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state that:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans.

The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

After Covid-19 pandemic, the Company has specifically identified following risks and also preparing mitigation plans for each risk identified:

• Risk of business slowdown, inadequate growth and negative returns;

• Risk related to cyber security;

• Risk of deterioration of financial health and business interruption;

• Risk of inadequate compliance;

• Risk of impact on reputation and fraud.

Along with this Statutory as well as Internal Auditors report to the Audit Committee during their audit and highlight risks, if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the Company in this regard.

The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the

provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees has also been set up to redress complaints received on sexual harassment.

During the year under review, the Company has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year.

AUDITORS AND THEIR REPORTS Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of 5 years commencing from the conclusion of 12^th Annual General Meeting up to the conclusion of 17^th Annual General Meeting to be held in the calendar year 2027. It may be noted that pursuant to the amended provisions of section 139 (as amended by the Companies Amendment Act 2017), ratification of statutory auditors'' appointment is not required at every Annual General Meeting. Accordingly, resolution for yearly ratification of appointment has not been proposed/required.

M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2023 and have issued the Auditor''s Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

Secretarial Auditor and Secretarial Audit Report

The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to carry out secretarial audit of the company for the financial year 2022-23.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure 6 to this report. There are adverse remarks in the said report. The Secretarial Audit Report of the Company contains following qualification, reservation or adverse remark which are herein below and the comments of directors upon the same:

S. No.	Adverse remarks	Director''s comment
1	Regulation 31 (2) & (3) of SEBI (LODR) Regulations, 2015 i.e. the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form.	Directors state that the management is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.

The Management hereby states that it will take all the all due care in future to avoid any kind of non-compliances and in progress to rectify all the above non-compliance as soon as possible.

Cost Auditor

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2023 is available on the Company''s website at https://www.thomasscott.org/investor-relations.htm

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2021-22, complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in Annexure 7 annexed with this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEMS

The Company has established an adequate system of internal controls, with documented procedures covering all corporate functions and warehousing units. Internal controls provide:

• reasonable assurance regarding the effectiveness and efficiency of operations,

• the adequacy of safeguards for assets,

• assurance regarding reliability of financial statements,

• the reliability of financial controls and compliance with applicable laws and regulations.

Based on the framework of internal financial controls and compliance systems maintained by the Company, the audit performed by the Internal Auditor, Statutory Auditor, Secretarial Auditors and external consultants and the reviews of management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

The Company has adopted various policies under the Companies Act, 2013, PIT Regulations, LODR Regulations, 2015 and other applicable laws, which are given here below:

> Whistle Blower & Vigil Mechanism Policy

> Nomination and Remuneration Policy

> Related Party Transaction Policy

> Archival Policy

> Policy for determining material events

> Policy for Preservation of the Documents

> Policy for Procedure of Inquiry in Case of Leak of UPSI

> Policy for prevention of Sexual Harassment at Workplace

All the policies are amended as required from time to time and are available at the website of the Company at https://www.thomasscott.org/investor-relations.htm

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on Board meeting and General Meetings, as applicable on the Company, issued by Institute of Company Secretaries of India

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The equity shares of your Company are liquid and traded on BSE Limited. Your Company has executed agreement with both the depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for admission of its securities in dematerialized mode. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company''s shares is INE480M01011.

As on March 31, 2023, 85.99% of the total equity shares were held in dematerialized form. Breakup of shared held in physical and dematerialized form as on March 31, 2023 is as follows:

Particulars	No. of Equity Shares	% to Share Capital
NSDL	40,60,198	63.87%
CDSL	14,06,236	22.12%
Physical	8,90,249	14.00%
Total	63,56,683	100.00%

OTHER DISCLOSURES

> The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act.

> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a fighter during this unfavorable time.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, vendors and others associates. Your Company looks upon them as partners in its progress, it will be your Company''s endeavor to build and nurture strong links with them based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

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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

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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

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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