| Dear Members,
The Directors present the Annual Report together with the Audited
Statement of Accounts for the Financial Year 2014-15 ended 31st March,
2015
1. FINANCIAL RESULTS:
Rs. in lacs
Particulars 2014-15 2013-14
Income from Operation 17378.43 8043.94
Other Income 20.19 22.05
Total income 17398.62 8065.99
Total Expenditure (Excluding Depreciation) 17331.37 8020.69
Profit/(loss) before tax and dep. 67.25 45.30
Provision for depreciation 36.05 17.38
Provision for Tax 10.29 29.25
Net profit/(loss) after tax for the year 20.91 (1.33)
Add: Balance brought forward from Previous year 107.83 109.16
Less : Adjustment for Transitional (128.38) 0
Depreciation for the year
Balance carried to next year 0.36 107.83
2. PRODUCTION, SALES AND WORKING RESULTS:
The total turnover and other income of the Company was Rs. 17398 lacs
during F.Y. 2014-15 compared to Rs. 8065.99 lacs during F.Y. 2013-14.
During the year under review the Company had earned net profit of Rs.
20.91 Lacs in compare to loss of Rs. 1.33 lacs during in last year.
3. DIVIDEND
Due to business need in the future the Directors has not recommended
any dividend for the financial year 2014-15.
4. SHARE CAPITAL
During the year under review the Company has not issued any shares. The
total paid up capital of the company at the end of financial year
2014-15 is Rs.6,17,44,000/- (Rupees six crores seventeen lacs forty
four thousand) consisting of 6174400 equity shares of Rs.10/- each.
5. AUDITORS AND AUDITORS' REPORT:
M/s. Jayesh M. Shah & Co., Chartered Accountants, statutory auditors of
the Company has carried out the statutory Audit and submitted its
report for the financial year ended on March 31, 2015.
The Board has recommended the ratification of appointment of M/s.
Jayesh M. Shah & Co., Chartered Accountants, as Auditors of the Company
from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General Meeting.
The Auditor's Report to the shareholders for the year under review does
not contain any qualification, reservation or adverse remark or
disclaimer.
6. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries, Associates or Joint Venture
Companies.
7. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES:
There are no companies which have become or ceased to be Company's
Subsidiaries, Joint ventures or Associate companies.
8. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled 'Corporate Governance' is attached
to this Annual Report.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper and adequate system of internal control in all
spheres of its activities to ensure that all its assets are safeguarded
and protected against loss from unauthorized use or disposition and
that the transactions are authorized, recorded and reported diligently.
The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
10. 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 material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
11. NUMBER OF MEETINGS OF BOARD
The Company sends notice of meetings of the Board well in advance so as
to allow the Directors to block their calendars. There were five
meetings of the board held during the year, details which is required
pursuant to section 134 (3) (b) of the Companies Act, 2013 are given in
the annexed 'Corporate Governance Report'.
12. DIRECTORS:
A. Changes during the year :The Board of Directors has appointed Smt.
Falguni Broker, as an Additional Director of the Company with effect
from 30th March, 2015, She holds office upto the date of the
forthcoming Annual General Meeting. Her candidature for appointment as
a Director has been included in the Notice convening the forthcoming
Annual General Meeting of the Company.
B. Directors' Responsibility Statement;
In terms of section 134 (3)(c) read with section 134 (5) of the
Companies Act, 2013, in relation to financial statements for the year
2014-15, the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended March
31, 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures.
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the Profit/Loss
of the Company for the year ended March 31, 2015.
(c) The Directors had 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 Directors had prepared the annual accounts for the financial
year ended March 31, 2015 on a going concern basis.
(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 are
adequate and operating effectively.
C. Declaration as to Independent Directors pursuant to provisions of
Section 134(3)(d) read with section 149(6) of the Companies Act 2013;
All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a Manager or a Nominee
Director.
(a) All the Independent Directors in the opinion of the Board are
persons of integrity and possesses relevant expertise and experience.
(b) (i). Independent Directors are or were not a Promoter of the
Company or its Holding or subsidiary or associate company.
(ii)Independent Directors are or were not related to promoters or
directors in the company, its holding, subsidiary or associate company.
(c) Independent Directors have or had no pecuniary relationship with
the company, its holding, subsidiary or associate company or their
promoters or directors, during the two immediately preceding financial
years or during the current financial year.
(d) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakhs rupees or
such higher amount as may be prescribed, whichever is lower, during the
two immediately preceding financial years or during the current
financial year,
(e) That Independent Directors, neither himself, nor any of his
relatives,
i. Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of three financial years immediately preceding
the financial year in which he is proposed to be appointed.
ii. Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in
which he is proposed to be appointed, of -
(A) A firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) Any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or Associate company amounting to
ten per cent, or more of the gross turnover of such firm;
iii. Holds together with his relatives less than two per cent, or more
of the total voting power of the company; or
iv. Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of
its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(f) Independent Directors possesses such other qualifications as may be
prescribed.
D. Formal Annual Evaluation Process by Board pursuant to Section
134(3)(p);
During the year, the Board adopted a formal mechanism for evaluating
its performance as well as that of its Committees and individual
Directors, including the Chairman of the Board. The evaluation of the
Independent Directors was carried out by the entire Board and that of
the Chairman and the Non-Independent Directors were carried out by the
Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
E. Disclosure of ratio of remuneration of each director to the median
employees' remuneration, etc.
The particulars of ratio of remuneration of each director to median
remuneration of the employees of the Company for the financial year
under report, percentage increase in remuneration to each Director and
KMP, etc. more particularly described under Section 197(12) of the
Companies Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given as under;
Name Designation Performance of the
Company
Shri Kalyan J Shah Managing Director
Profit before Tax
Shri Nirav K Shah Jt. Managing Director increased to
Rs. 31.21 lacs in
financial year
2014-15 in compared
to Rs. 27.92
Shri Fenil R Shah Director in financial year
2013-14.
Shri Pareshbhai R Shah Director Profit after tax
increased to
Rs. 20.91 lacs in
financial year
2014-15 in compared
to loss of Rs.1.33
Shri Janak G Nanavaty Director lacs in financial
year 2013-14.
Smt. Falguni G Broker* Director
* Details not given as Smt. Falguni G Broker was a Director only for
part of the financial year 2014-15 i.e. w.e.f. March 30, 2015.
III. The ratio of the remuneration of each director to the median
remuneration of the employees of the company:
Total Remuneration expenses: Rs. 6,01,769/- Managerial remuneration
including sitting fees: 12,000/-
IV. The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year; NIL
V. The Percentage (%) increase in the median remuneration of
employees: NIL
VI. Number of permanent Employees on the rolls of Company : 4
VII. Relationship between average increase in remuneration and company
performance: Not Applicable as there was not any increase.
VIII. Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company: The remuneration to the KMP
i.e. Managing Director(s) kept constant and there is no increase during
the year.
IX. The Market Capitalisation of the Company as at 31st March, 2015
was Rs. 159.30 Lacs as against Rs. 140.77 Lacs as at 31st March, 2014.
There was variation of Rs. 18.53 Lacs.
Price Earnings Ratio:
As on Market Value Earnings P/E Ration
per Shares Per Share
31st of March, 2014 228 -0.02 Minimum
31st of March, 2015 258 034 759
X. Average percentile increase made in the salaries of employees other
than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration; NOT
APPLICABLE as there was no increase.
XI. Comparison of the each remuneration of the Key Managerial
Personnel against the performance of the company: As the company has
not paid any remuneration to the Managing Directors, the comparison is
not possible.
XII. The key parameters for any variable component of remuneration
availed by the directors - Directors are paid sitting fees only.
Components for the Sitting fees are variable. Sitting fee depends upon
ones attendance of the meeting. The Key parameters therefore are as
envisaged under the Companies Act.
XIII. The ratio of the remuneration of the highest paid director to
that of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year; and No employee is
receiving remuneration in excess or higher than the remuneration of
Director or Key Managerial Personnel.
XIV. Affirmation that the remuneration is as per the remuneration
policy of the company. All remuneration of the Employees and directors
are decided by Nomination & Remuneration Committee and by the Board of
Directors within the organization
13. RISK MANAGEMENT
The Company was already having risk management system to identify,
evaluate and minimize the Business risks. The Company during the year
had formalized the same by formulating and adopting Risk Management
Policy. This policy intends to identify, evaluate, monitor and minimize
the identifiable risks in the Organisation.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large. However, details of transactions
with related parties are given in 30 (K) of Accounting Policies by
Auditors as per Accounting Standard 18
15. CORPORATE SOCIAL RESPONSIBILITY:
As Company does not come under the ambit of 135 of the Companies Act,
2013 and Rules of Companies (Corporate Social Responsibility policy),
2014, Company has not formed Corporate Social Responsibility Committee
and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding
disclosure of contents of Corporate Social Responsibility Policy is not
applicable to the Company.
16. COMMISSION:
None of the Directors are receiving Commission from the company.
17. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with the
Companies Act, 2013, it is hereby informed that none of the employees
of the Company was in receipt of remuneration of Rs.5 lakhs per month
or Rs. 60 lakhs per annum during the year under review.
18. DEPOSITS:
During the year under review, the Company had not accepted any deposit
from public during the year.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments made and loans advanced by the company have been
given in note no. 13, 14, & 16 to the Financial Statement. The Company
has not given any Guarantee pursuant to the provision of 186 of the
Companies Act, 2013.
20. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board during the year under review approved and adopted "Vigil
Mechanism/Whistle Blower Policy" in the Company. The details of
establishment of this Policy are provided in the Corporate Governance
Report.
21. SAFETY, HEALTH AND ENVIROMENT:
(a) Safety: The Company encourages a high level of awareness of safety
issues among its employees and strives for continuous improvement. All
incidents are analysed in the safety committee meetings and corrective
actions are taken immediately. Employees are trained in safe practices
to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of
its employees. Periodic checkup of employees is done to monitor their
health. Health related issues if any are discussed with visiting
Medical Officer.
(c) Environment: Company always strives hard to give importance to
environmental issues in normal course of operations. Adherence to
Environmental and pollution control Norms as per Gujarat Pollution
Control guidelines is of high concern to the Company.
22. LISTING:
The Equity shares of the company are listed on BSE Limited and Company
has paid Annual Listing Fees up to the Year 2015-16.
23. DISCLOSURE OF SEXUAL HARASSMENT:
Pursuant to section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, entire staff in the
Company is working in a most congenial manner and there are no
occurrences of any incidents of sexual harassment during the year.
24. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act, 2013,
the Board has appointed M/s. Patel & Associates, (Membership No. 31987)
company secretary in practice, to undertake secretarial audit of the
Company.
A report from secretarial auditor is annexed to this Report in Form MR
- 3 (Annexure-I). The same does not contain any qualification,
reservation or adverse remark or disclaimer.
25. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO:
As require by the section 134 (3) (m) Companies Act, 2013 read with
rule 3 of the Company (Account) Rule 2014, the relevant data pertaining
to Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo pursuant are given in Annexure-II to this Report.
26. EXTRACT OF ANNUAL RETURN:
Pursuant to provision of section 134 (3) (a) of the Companies Act,
2013, the extract of the annual return in Form No. MGT - 9 is part of
the Board's report and attached herewith as Annexure- III.
27. ACKNOWLEDGMENTS
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
DATE: 27th JULY, 2015 FOR, SANTARAM SPINNERS LIMITED
PLACE: AHMEDABAD
SD/-
KALYAN J SHAH
CHAIRMAN & MANAGING DIRECTOR
DIN: 00397398 |