| Dear Members,
The Directors have pleasure in presenting their 34th Annual Report on
the business and operations of the Company together with the audited
financial statements for the financial year ended March 31st, 2015.
1. Financial Performance of the Company
(Amount in Rs.)
STANDALONE
Particulars 2014-15 2013-14
Profit/(Loss) Before Tax & Provision 1,42,412 2,521
Less: Provision For Tax 1,37,358 779
Profit/(Loss) After Tax Available for 5,054 1,742
Appropriation
Add: Profit/(Loss) Brought Forward (4,58,122) (4,59,864)
From Previous Year
Transfer To General Reserve - -
Proposed Dividend - -
Tax on Proposed Dividend - -
Profit/(Loss) Carried Forward (4,53,068) (4,58,122)
Basic/ Diluted Earnings Per Share 0.01 0.01
CONSOLIDATED
Particulars 2014-15 2013-14
Profit/(Loss) Before Tax & Provision 1,39,331 (1,071)
Less: Provision For Tax 1,37,358 779
Profit/(Loss) After Tax Available for 1,973 (1,850)
Appropriation
Add: Profit/(Loss) Brought Forward (5,22,539) (5,20,689)
From Previous Year
Transfer To General Reserve - -
Proposed Dividend - -
Tax on Proposed Dividend - -
Profit/(Loss) Carried Forward (5,20,566) (5,22,539)
Basic/ Diluted Earnings Per Share 0.00 (0.01)
2. Dividend
Your Directors have not recommended any dividend for the financial year
2014-15 in view of re- investment of the surplus in order to maintain a
healthy capital adequacy ratio to support long term growth of your
company.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection
Fund
The provisions of Section 125(5) of the Companies Act, 2013 do not
apply on the company as no dividend has been declared during the year.
4. Reserves
Your Directors have not proposed to transfer the accumulated profit to
Reserves during the year.
5. Brief description of the Company's working during the year/State of
Company's affair
The Company's Primary business is trading in Sarees having a wide
variety of fabrics and designs. The company has resumed its operation
this financial year (2014-15) with revenue of Rs. 135.97 Lakhs
(Approx.), expenditure Rs 134.55 Lakhs (Approx.) and profit before tax
amounted to Rs. 142,412 (Approx.)
Consolidated revenue amounted to Rs. 136.31 Lakhs (Approx.),
expenditure Rs 134.91 Lakhs (Approx.) and profit before tax amounted to
Rs. 139,331 (Approx.)
6. Change in the nature of business, if any
The Company has not changed its nature of business during the year.
7. Post Balance Sheet Events
No material changes have been occurred between the end of the financial
year of the company to which the financial statements relate and the
date of the report.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
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.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Statement in Form AOC-I containing the salient feature of the
financial statement of your Company's subsidiaries, associates and
joint venture companies pursuant to first proviso to Section 129(3) of
the Companies Act, 2013 (Act) read with Rule 5 of the Companies
(Accounts) Rules, 2014, forms part of the Annual Report. Further, in
line with Section 129(3) of the Act read with the aforesaid Rules, the
Listing Agreement with the Stock Exchanges and in accordance with the
Accounting Standard 21 (AS-21), Consolidated Financial Statements
prepared by your Company include financial information of its
subsidiary companies.
The company has the four subsidiary companies:
i) Debdaru Dealmark Pvt Ltd
ii) Deecshikha Vanijya Pvt Ltd
iii) Hora Commotrade Pvt Ltd
iv) Kshmaya General Traders Pvt Ltd
10. Deposits
The company has neither accepted nor renewed any deposits during the
year, covered under Chapter V of the Act.
11. Statutory Auditors
M/s JSA & Associates, Chartered Accountants, have been re-appointed as
Statutory Auditors of the company till the conclusion of the Annual
General Meeting of the company to be held in the year 2017 (subject to
ratification of their re- appointment at every AGM) and the Directors
of the Company shall fix the remuneration from time to time in
consultation with the Audit Committee.
12. Auditors' Report
The observations made by the Auditors are self- explanatory and do not
require any further clarification. Further, the explanations or
comments by the Board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report are annexed.
13. Share Capital
Issue of equity shares with differential rights: Your Company has not
issued any of its securities with differential rights during the year
under review.
Buy Back of Securities: The company has not bought back any of its
securities during the year under review.
Sweat Equity, Bonus Shares & Employee Stock Option Plan: The Company
has neither issued sweat equity or bonus shares nor has provided any
stock option scheme to the employees.
Preferential Issue of Capital: Your Company has issued 3,000,000 equity
shares of Rs 10/- each on preferential basis to Non- Promoters during
the year and as on date the entire capital is listed with Calcutta
Stock Exchange.
14. Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section
92 read with Rule 12 of the Companies (Rules), 2014 is furnished in
Annexure A (MGT - 9) and is attached to this Report
15. Conservation of energy, Technology absorption and Foreign exchange
earnings and Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding
the disclosure of particulars of conservation of energy and technology
absorption prescribed by the rules are not applicable to our company.
The company does not have any Foreign Exchange transactions during the
financial year.
16. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or
more, or turnover of rupees one thousand crore or more or a net profit
of rupees five crore or more during any financial year, the disclosures
as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable.
17. Directors:
A) Changes in Directors and Key Managerial Personnel: Pursuant to the
Resolution of the Board of Directors passed at its meeting,
Date Name Designation
04/08/2014 SONAM Independent
SHARMA Director
29/08/2014 YASH SARAOGI Independent
Director
29/08/2014 VIJAY KUMAR Managing
SHARMA Director
24/12/2014 SWETA Company
AGARWAL Secretary
Date Purpose
04/08/2014 Appointed as an Additional Director and
regularized at the previous AGM.
29/08/2014 Reappointed as Independent Director for a
further period of five years.
29/08/2014 Appointed as Managing Director of the
Company for a term of 5 years.
24/12/2014 Appointed as Company Secretary
Mr. CHETAN SHARMA, Director of the Company will also be appointed as
Chief Financial Officer W.e.f. 28.05.2015.
B) Declaration by an Independent Director(s) and re- appointment
Mr. YASH SARAOGI & Mrs. SONAM SHARMA, Independent Directors of the
Company have confirmed that they fulfilled all the conditions of the
Independent Directorship as laid down in sub-section (6) of Section 149
of the Companies Act, 2013 and the rules made there under and the same
have been noted by the Board.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013, a meeting
of the Independent Directors of the company was held to review and
evaluate the performance of the Non- Independent Directors and the
chairman of the company taking into account the views of the Executive
Directors and Non- Executive Directors, assessing the quality, quantity
and timeliness of flow of information between the company management
and the Board and also to review the overall performance of the Board.
The meeting of the company was held on 3rd February, 2015, wherein the
performance of the Board as a whole was evaluated.
18. Number of meetings of the Board of Directors
Six Meetings of the Board of Directors were held during the financial
year 2014-15. These were held on the following dates:
i) 28/05/2014, ii) 04/08/2014, iii) 05/11/2014, iv) 30/01/2015, v)
03/02/2015 & vi) 26/03/2015
19. Audit Committee
Composition of the Audit committee is in accordance with the
requirements of section 177 of the Companies Act 2013 which is stated
below:
Name Designation
YASH SARAOGI Chairman
SONAM SHARMA Member
CHETAN SHARMA Member
20. Order of Court
The company is not subject to any legal proceedings and claims which
will have a material or adverse effect on the going concern status or
company's operations or financial conditions.
21. Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered
under this Policy. There were nil complaints received during the year
under review.
22. Details of establishment of vigil mechanism for directors and
employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act,
2013, read with rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established a Whistle Blower
Policy (Vigil mechanism) for Directors and Employees of the Company to
report their genuine concerns or grievances. The policy was approved by
the Board of Directors of the Company at its meeting held on 4th
August, 2014 and the Audit Committee was empowered by the Board of
Directors to monitor the same and to report to the Board about the
complaints in an unbiased manner.
23. Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance
with the requirements of section 178(1) of the Companies Act 2013. The
composition is as under:
Name Designation
SONAM SHARMA Chairman
YASH SARAOGI Member
VIJAY KUMAR SHARMA Member
24. Particulars of Loans, Guarantees or Investments
There are no Loans, guarantees or Investments as per section 186 of the
Companies Act, 2013.
25. Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related
parties which are covered under section 188 of the Companies Act, 2013,
which are not in the ordinary course of business and not undertaken on
an arm's length basis during the financial year 2014-15.
26. Managerial Remuneration:
The Company earned minimal profit during the year so the Company has
not provided any Managerial Remuneration to the Directors.
27. Secretarial Audit Report
The Secretarial Audit Report has been given by Anand Kumar Khandelia,
Company Secretary and there is no qualification, reservation or adverse
remark or disclaimer made by the company secretary in the secretarial
audit report.
28. Corporate Governance Certificate & Management Discussion and
Analysis Report
The Corporate Governance certificate from the auditors regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing agreement and the Management Discussion and
Analysis Report has been annexed with the report.
29. Risk management policy
The company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
30. Familiarization Programme for Independent Directors
In terms of Clause 49(II)(B)(7) of the Listing Agreement, your Company
is required to conduct the Familiarization Programme for Independent
Directors (IDs) to familiarise them about their roles, rights,
responsibilities in your Company, nature of the industry in which your
Company operates, business model of your Company, etc., through various
initiatives. The details of such familiarization programmes are
available on your Company's website www.sctfl.org and a link to the
said programmes has been provided elsewhere in this Annual Report.
31. STAKEHOLDERS RELATIONSHIP COMMITTEE.
The composition of the Stakeholders Relationship Committee under
Section 178 of the Companies Act' 2013 is hereunder:
Name Designation
SONAM SHARMA Chairman
YASH SARAOGI Member
VIJAY KUMAR SHARMA Member
31. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
confirm that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors have 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 and
loss of the company for that period;
(c) The directors have 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 have prepared the annual accounts on a going concern
basis;
(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, and
(f The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
32. Acknowledgements
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review
For and on behalf of the Board of Directors
VIJAY KUMAR SHARMA CHETAN SHARMA
(Managing Director) (Director & CFO)
DIN 06614466 DIN 06614477
Place: Kolkata
Date: 28/05/2015
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