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)
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Particulars
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2024-2025
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2023-2024
|
|
Gross Income
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1661.99
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1290.40
|
|
Profit Before Interest and Depreciation
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81.00
|
(47.88)
|
|
Finance Charges
|
59.72
|
56.70
|
|
Gross Profit
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21.28
|
239.63
|
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Provision for Depreciation
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16.47
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21.27
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Net Profit Before Tax
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4.81
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(125.86)
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Provision for Tax (Including Deferred Taxes)
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6.19
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(31.92)
|
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Net Profit After T ax
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(1.38)
|
(95.01)
|
|
Balance of Profit brought forward
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(26.58)
|
68.42
|
|
Balance available for appropriation
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(27.96)
|
(26.58)
|
|
Transfer to Depreciation Reserve
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Nil
|
Nil
|
|
Proposed Dividend on Equity Shares
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Nil
|
Nil
|
|
T ax on proposed Dividend
|
Nil
|
Nil
|
|
Transfer to General Reserve
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Nil
|
Nil
|
|
Surplus carried to Balance Sheet
|
(27.96)
|
(26.58)
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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, re¬
appointment, 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
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(i)
|
|
the steps taken or impact on conservation
of energy
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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.
Optimization and control of energy related cost helps your
company to remain competitive in markets.
|
|
(iii)
|
|
the capital investment on energy
conservation equipment’s
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(b) Technology absorption
|
(i)
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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
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