To, The Members,
Your directors have pleasure in presenting their Forty Second Annual Report on the
business and operations of the Company and the accounts for the financial year ended March
31, 2025.
1. Financial summary or highlights/Performance of the Company
The company's financial performance, for the year ended 31st March, 2025 is
summarized below (In Lacs)
| Particulars |
2024-2025 |
2023-2024 |
| Gross Income |
1661.99 |
1290.40 |
| Profit Before Interest and Depreciation |
81.00 |
(47.88) |
| Finance Charges |
59.72 |
56.70 |
| Gross Profit |
21.28 |
239.63 |
| Provision for Depreciation |
16.47 |
21.27 |
| Net Profit Before Tax |
4.81 |
(125.86) |
| Provision for Tax (Including Deferred Taxes) |
6.19 |
(31.92) |
| Net Profit After Tax |
(1.38) |
(95.01) |
| Balance of Profit brought forward |
(26.58) |
68.42 |
| Balance available for appropriation |
(27.96) |
(26.58) |
| Transfer to Depreciation Reserve |
Nil |
Nil |
| Proposed Dividend on Equity Shares |
Nil |
Nil |
| Tax on proposed Dividend |
Nil |
Nil |
| Transfer to General Reserve |
Nil |
Nil |
| Surplus carried to Balance Sheet |
(27.96) |
(26.58) |
2. Brief description of the Company's working during the year/State of Company's
Affairs: The gross income of the Company increased from Rs. 1290.40 lakhs to Rs. 1661.99
lakhs. A detailed analysis of Company's working during the year is provided under
Management Discussion and Analysis Report under Corporate Governance Report.
3. Change in the nature of business, if any:
There is no change in nature of business.
4. Dividend:
In order to conserve profits, your directors express their inability to recommend
payment of dividend for the year under review.
5. Reserves:
The Board did not transfer to carry any amount to reserves.
6. Directors and Key Managerial Personnel:
Shri Subhash R Tulsiyan (DIN:00308899) retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for reappointment.
7. Particulars of Employees:
Disclosures with respect to the remuneration of Directors, KMPs and employees as
required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
required as none of the employees exceed prescribed limit of remuneration as stated
therein.
8. Meetings:
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
10. Declaration by an Independent Director(s) and re- appointment, if any:
All Independent Directors have submitted their declarations to the Board that they meet
the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013
read with Regulation 16(1) of SEBI (Listing Obligations and Disclosures Requirements)
Regulations 2015.
11. Company Policy on Directors Appointment and Remuneration:
The Company has formulated a remuneration policy which provides the manner of selection
of Board of Directors, KMP and their remuneration. In case of appointment of independent
Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to
independent nature of the Directors viz-a-viz the company so as to enable the Board to
discharge its performance and duties effectively.
12. Managerial Remuneration:
A) Separate remuneration committee is there to deal with all remuneration matters. The
information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. B) Details of every employee of the Company
as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable to the company. C) Company has not
paid any remuneration to Directors in the form of commission.
13. Details of Subsidiary/Joint Ventures/Associate Companies:
Pursuant to sub-section (3) of section 129 of the Act, the company doesn't have any
Subsidiary/Joint Ventures/Associate Companies.
14. Auditors:
The Statutory Auditors M/s. Jhunjhunwala Jain & Associates LLP, Chartered
Accountants (F.R.No. 113675W), of the Company were appointed in 39th AGM shall
to hold office from F.Y. 2021-22 to F.Y. 2025-25. The Board has received consent letter
from Jhunjhunwala Jain & Associates LLP, Chartered Accountants to be appointed as
Statutory Auditors of the Company for a second term of five years to hold office from the
conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General
Meeting on such remuneration plus taxes and reimbursement of out of pocket expenses as may
be incurred by them in connection with audit of accounts of the Company, as may be
mutually agreed upon between the Board of Directors and the Statutory Auditors
15. Auditors' Report:
The Auditors' Report does not contain any other qualifications. Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further
comments.
16. Disclosure about Cost Audit:
As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY
2024-25.
17. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Lalita Vijay Lath, Company Secretary in whole time Practice, Mumbai as
Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions
of the said Act for the Financial Year 2024-25.
Securities and Exchange Board of India (“SEBI”) vide Notification No.
SEBI/LAD-NRO/GN/2024/218 had introduced ‘Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024' to
establish detailed norms governing the appointment, reappointment, and removal of
secretarial auditors in listed entities, effective from December 31, 2024.
Post the enactment of the amendment, SEBI has revised Regulation 24A whereby a Listed
Entity shall appoint or re-appoint an individual Secretarial Auditor who can serve only 1
(one) term of 5 (five) consecutive years or a Secretarial Audit firm as Secretarial
Auditor which can serve for up to 2 (two) terms of 5 (five) consecutive years and approval
of shareholder is required for the appointment/re-appointment of individual Secretarial
Auditor or Secretarial Audit firm in its Annual General Meeting (AGM). Hence the Board
proposes the appointment of Lalita Vijay Lath, Company Secretary in whole time Practice,
Mumbai as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the
provisions of the said Act for a period of 5 years for the FY 2025-26 to FY 2029-2030.
A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as
Annexure-III in Form MR-3.
18. Internal Audit & Controls:
The company has proper and adequate system of Internal Control to ensure the all the
assets are safeguarded from loss, damage or disposition. Checks and balances are in place
to ensure that transactions are adequately authorized and recorded, and that they are
reported correctly, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas. The Board to
Directors considers internal controls as adequate.
19. Vigil Mechanism:
The Companies Act, 2013 and the recent changes in the Listing Agreement with Stock
Exchange(s) (Listing Agreement) have put greater emphasis on transparency in the internal
governance by the corporates. Considering the growing number of reported incidents related
to alleged corrupt practices in corporate sector in India, the establishment of Whistle
Blower Mechanism by the listed companies, which was earlier not a mandatory requirement,
has now been made compulsory by SEBI. In addition, the Companies Act, 2013 has mandated
establishment of a Vigil Mechanism for directors and employees to report genuine concerns
and any misdoings within their company. The Mechanism is also to provide for necessary
safeguards to protect whistle blowers from victimization. In pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.santoshgroup.in under
investors/Policies/Vigil Mechanism Policy link.
20. Risk management policy
The risk management Policy discusses various dimensions of our enterprise risk
management. The risk-related information outlined in this section may not be exhaustive.
The discussion may contain statements that are forward-looking in nature. Our business is
subject to uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. The Company is exposed to market risk, credit
risk and liquidity risk. Risk management is carried out by the company under policies
approved by the board of directors. The Company's documented risk management policies are
effective tool in mitigating the various financial risk to which the business is exposed
to in the course of daily operations This Risk management plan defines how risks
associated with the Company will be identified, analyzed, and managed. It outlines how
risk management activities will be performed, recorded, and monitored by the Company. The
basic objective of risk management plan is to implement an integrated risk management
approach to ensure all significant areas of risks are identified, understood and
effectively managed, to promote a shared vision of risk management and encourage
discussion on risks at all levels of the organisation to provide a clear understanding of
risk/benefit trade-offs, to deploy appropriate risk management methodologies and tools for
use in identifying, assessing, managing and reporting on risks, and to determine the
appropriate balance between cost and control of risk and deploy appropriate resources to
manage/optimize key risks. Activities are developed to provide feedback to management and
other interested parties (e.g. Audit committee, Board etc.). The results of these
activities ensure that risk management plan is effective in the long term. The detailed
risk policies are under financial statement Note No 31(2).
21. 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 were no material changes and commitments affecting the financial position of the
Company between the end of financial year and the date of this report.
22. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
There were no significant or material orders passed by the regulators or courts or
tribunals against the company during the financial year 2024-25.
23. Adequacy of Internal financial controls with reference to the financial statements
The Company has aligned its current systems of Internal Financial Control (IFC) with
the requirement of the Companies Act 2013. The Company has established a robust framework
of IFC which includes entity level policies, processes and operating level standard
operating procedures. The Company has well-established processes and clearly- defined
roles and responsibilities for people at various levels. The Company's internal controls
are adequate with its size and the nature of its operations. These have been designed to
provide reasonable assurance with regard to recording and providing Consistent financial
and operational information, complying with the applicable statutes, safeguarding assets
from unauthorized use, executing transactions with proper authorization, and ensuring
compliance with policies. Processes for formulating and reviewing annual and long-term
business plans have been laid down. The Company uses a state-of- the-art enterprise
resource planning (ERP) system SAP as a business enabler to record data for accounting,
consolidation and management information purposes. To further strengthen, assess and
report on the internal financial control, an in-house Management Audit Division has been
established by the Company. The internal audit is conducted based on the Annual Audit Plan
which is reviewed and approved by the Audit Committee. The Internal Audit reports are
presented to the Audit Committee on a quarterly basis for review and deliberation. The
Company Management has assessed the effectiveness of the Company's internal control over
financial reporting as of March 31, 2024 and found the same to be adequate and effective.
24. Deposits
The Company has not accepted any deposits and as such no amount of principal or
interest was outstanding as on the balance sheet closure date.
25. Particulars of loans, guarantees or investments under section 186
Particulars of Loans given, investments made guarantees given are provided in financial
statement. (Please refer to Note 5, 12 and 34 to the financial statement)
26. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangement entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto are disclosed in
Form No. AOC-2 as Annexure I.
27. Corporate Governance Certificate
The Corporate Governance report regarding compliance of conditions of corporate
governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.
28. Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31st March, 2025.
29. Obligation Of Company under the sexual harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
During the year under review the company has not received any complaint as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
30. Conservation of energy, technology absorption and foreign exchange earnings and
outgo The details of conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
a) Conservation of energy
| (i) the steps taken or impact on conservation of energy |
Electric Energy: Regular maintenance, better utilization of running machine, improving
electricity power factor, Monitoring the overall energy consumption and corrective
measures. Fuel & Oil Consumption: Regular maintenance and monitoring the consumption
with corrective measures |
| (ii) the steps taken by the company for utilizing alternate sources of energy |
Changes have generally been evolutionary in nature and as such no major additional
capital is envisaged. |
| (iii) the capital investment on energy conservation equipment's |
Optimization and control of energy related cost helps your company to remain
competitive in markets. |
(b) Technology absorption
| (i) the efforts made towards technology absorption |
No technology has been imported by the company. Technology innovation and changes
wherever possible are being absorbed and adopted. |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
|
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
|
| (a) the details of technology imported |
|
| (b) the year of import; |
|
| (c) whether the technology been fully absorbed |
|
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
|
| (iv) the expenditure incurred on Research and Development |
1) Specific area in which R & D carried out by the Company product & quality
improvement, development of new designs / product cost control and energy conservation. 2)
Benefits derived as a result of the above R & D. The R & D activities have
resulted in conserving of new materials higher productivity & containing the costs all
rounds 3) Expenditure on R & D being treated as an integral part of manufacturing
process & hence no separate records for the expenditure incurred under this head are
being maintained. |
(c) Foreign exchange earnings and Outgo
During the year, there is no foreign exchange earnings during the year. Foreign
exchange outgo : Travelling expenditure : 2.54 Lakh .
31. Corporate Social Responsibility (CSR)
The disclosures as per required section 135 of Companies Act read with Rule 9 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to
company.
32. Human Resources
Your Company treats its “human resources” as one of its most important
assets.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
33. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that (a) in the preparation of the
annual accounts, the applicable accounting standards have been followed and that no
material departures have been made from the same; (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, 2025 and the profit 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 the 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, have 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.
34. Transfer of Amounts to Investor Education and Protection Fund
The Company has not declared any dividends in the current year and there was no
unclaimed dividend outstanding as on 31st March 2025 of any previous years,
hence therefore transferring of the amounts in the Investor Education and Protection Fund
by the Company does not arise.
35. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to
BSE where the Company's Shares are listed.
36. Acknowledgements
We owe all our employees, customers, bankers and suppliers, our gratitude for their
cooperation and continued support.
|
For and on behalf of the Board of Directors |
|
Santosh R Tulsiyan |
|
(Managing Director) |
| Place: Mumbai |
|
| Date: 26th May, 2025 |
|
