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