Your Directors are pleased to present the Twenty Fourth Annual Report of the company
together with the Audited Statements of Accounts for the year ended March 31, 2017.
Financial Results:
| Particulars |
Year Ended 31st March, 2017 |
Year Ended 31st March, 2016 |
| Total Revenue |
6,43,008/- |
5,42,995/- |
| Total Expenditure |
45,85,296/- |
2,00,94986/- |
| Profit/(Loss) for the year |
(6,07,227)/- |
(1,00,79,298)/- |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
Due to steep global economic slowdown with sluggishness and recession in the domestic
economy as well as due to restructuring, your company had suffered loss of Rs. 6.07 Lakhs
as against the loss of last year amounting Rs. 100.79 Lakhs. Your Directors are hopeful of
better performance in the coming year.
DIVIDEND
In view of the current year loss, your Board has decided not to recommend dividend this
year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed not to transfer any fund to its reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in nature of business of the company.
CHANGES IN SHARE CAPITAL, IF ANY
During the Financial Year 2016-17, there is no change in Share Capital.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
According to Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014) it is
required to provide disclosure regarding issue of equity shares with differential voting
rights. For the Financial Year 201-17 there is no Issue of Equity Shares with Differential
Rights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
According to Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014 it is
required to provide disclosure regarding issue of employee stock option. This disclosure
is not applicable as Company has not issue Employee Stock Options.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
According to Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014 it is
required to provide disclosure regarding issue of sweat equity shares. This disclosure is
not applicable as Company has not issued Sweat Equity Shares.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
There was no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are No material changes / event.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are
as under:
A. Conservation of Energy
The operations of company are not energy intensive, however, energy conservation has
always been given focus form point of view of cost control. Adequate measures have been
taken to conserve and optimize the use of energy by using energy efficient computers and
equipment with latest technologies.
B. Technology Absorption, Research and Development (R&D)
In its endeavors to obtain and deliver the best, your company continuously develops and
adopts new technologies to aid efficient management of its resources.
C. Foreign Exchange Earning and Outgo
Efforts continue to enlarge the product range and geographical reach on export market
in order to maximize foreign exchange inflow and every effort is being made to minimize
the foreign exchange outflow.
Total Foreign Exchange Earnings on accrual basis during the period is Nil against Rs.
NIL of previous period.
Total Foreign exchange Outgo on actual basis during the year amounted to NIL against
Rs. NIL of previous period.
Deposits
No Deposit is accepted during the F.Y. 2016-17.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /
REMUNERATION FROM IT HOLDING OR SUBSIDIARY
There is No receipt of any commission by MD / WTD from a Company and/or receipt of
commission / remuneration from it holding or Subsidiary to be provided.
SHARES
No shares were issued during the year.
CHANGE IN NATURE OF BUSINESS:
During the year there was no change in nature of Business of the Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the standards of corporate governance and adhere
to the corporate governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of
this Report. The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to the report on
Corporate Governance.
Declaration by WTD/CFO that the Board Members and SMPs have complied with the Code of
Conduct
[Regulation 26(3) SEBI (LODR) Regulations, 2015]
MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197
(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report [Annexure
1].
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
No cases filed, during the Financial Year and their disposal under the Act
FRAUD REPORTING
No frauds which have been reported to the Audit Committee / Board but not to CG have to
be disclosed.
STATUTORY AUDITORS
M/s. H. K Batra & Associates, Statutory Auditor of the Company, hold office till
the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed their eligibility to the effect that their re-appointment, if made,
would be within the prescribed limits under the Act and that they are not disqualified for
re-appointment.
SECRETARIAL AUDIT REPORT
As the company is incurring losses for last several years therefore the company has not
appointed Secretarial Auditor during the period.
EXPLANATION TO AUDITORS REMARKS
Pertaining to qualification no. 1 of auditors report, it is submitted that the company
has received enquiries from the patients from India and abroad for their medical treatment
by using the newly designed Website of the Company. The Company is getting excellent
response from the hospitals to associate with the company for patient referrals. The Board
is of the opinion that the income from this business will increase in near future and the
company would be able to carry on its business profitably.
Pertaining to qualification no. 2 of auditors report, it is submitted that the Board
is hopeful of better performance in the coming years. The Board is of the opinion that the
company will have sufficient taxable income in the future against which the deferred tax
asset could be realized.
DECLARATION BY INDEPENDENT DIRECTOR
Independent directors, in the opinion of the Board, are person of integrity and possess
relevant expertise and experience and affirm to the points given u/s 149(6) of Companies
Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has internal control system in place.
BOARD MEETINGS
During the Financial Year 2016-17, 4 (four) meetings of the Board of Directors of the
company were held on 27/05/2016, 23/08/2016, 14/11/2016 and 14/02/2017.
AUDIT COMMITTEE
Audit Committee of the company consist of Mr S. M. Pathak, Mr M. C. Shrivastava and Mrs
Prasanna Vaidya. Mr S. M. Pathak is the chairman of the audit committee and he is an
independent director. The committee met four times during the financial year.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr Yogesh Vaidya, Director of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for re-appointment.
Mr Yogesh Chandra Vaidya is the whole time director, Mrs Prasanna Vaidya is woman
director, Mr M. C. Shrivastava and Mr S M Pathak are independent directors. Mr Jaideep
Sinha is Chief Financial Officer.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and SEBI (LODR) Regulations, 2015 with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
POLICY ON SELECTION OF DIRECTORS
The Company believes that an enlightened Board consciously crates a culture of
leadership to provide a long-term vision and policy approach to improve the quality of
governance. The Board Members are expected to have adequate time and expertise and
experience to contribute to effective Board Performance. Accordingly, members should limit
their directorships in other company in such a way that it does not interfere with their
role as directors of the Company. A director shall not serve as a director in more than 20
companies of which not more than 10 shall be public limited companies. A director shall
not be a member in more than 10 committees or act as chairman of more than 5 committees
across all the companies in which he holds directorships.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Company incurring huge loss from the last three preceding years and Company did not
have funds to comply with Corporate Social Responsibility Policy. Whenever Company will
earn profit then Board of Directors will comply with Corporate Social Responsibility
Policy.
NOMINATION & REMUNERATION COMMITTEE POLICY
1. Introduction
1.1 STG Lifecare Limited recognizes the importance of aligning the business objectives
with specific and measureable individual objectives and targets. The Company has therefore
formulated the remuneration policy for its directors, key managerial personnel and other
employees keeping in view the following objectives: 1.1.1 Ensuring that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate,
to run the company successfully. 1.1.2 Ensuring that relationship of remuneration to
performance is clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to the working of the
company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for Nomination and Remuneration
Committee for recommending to the Board the remuneration of the directors, key managerial
personnel and other employees of the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) The Chief Executive Officer or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The Chief Financial Officer; and
(v) Such other officer as may be prescribed under the Companies Act, 2013
3.3 "Nomination and Remuneration Committee" means the committee constituted
by STG Board in accordance with the provisions of Section 178 of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.
Terms of reference
To oversee the method, criteria and quantum of compensation for executive and non
executive directors.
To review the recruitment of key management employees and their compensations;
To formulate the initiatives leading to greater transparency and improved corporate
governance.
Remuneration policy
The Company has not paid any remuneration to Directors during the year under review.
Sitting fee and other incidental expenses including traveling etc. to Non-Executive
Independent Director(s) for attending the Board Meetings are paid as decided by the Board
of Directors from time to time.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act 2013 for the Financial Year 201-17.
VIGIL MECHANISM:
Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has
established a "vigil mechanism" and overseas through nominee director, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns.
RISK MANAGEMENT POLICY
During the year, your Directors have constituted a Risk Management Committee which has
been entrusted with the responsibility to assist the Board in (a) Overseeing and approving
the Companys enterprise wide risk management framework; and (b) Overseeing that all the
risks that the organization faces such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory, reputational and other risks have been
identified and assessed and there is an adequate risk management infrastructure in place
capable of addressing those risks.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:
i. In the preparation of the annual accounts, the applicable Accounting Standards have
been followed;
ii. Appropriate accounting policies have been selected and applied consistently, and
have 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 or loss of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safe
guarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The annual accounts have been prepared on a going concern basis.
v. Laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and were operating effectively.
vi. Devised proper systems to ensure compliance with the provisions of all applicable
laws and those systems were adequate and operating effectively.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
No significant & material orders passed by the regulators or courts or tribunal
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The company has one subsidiary company namely M/s Software Technology Group Inc. San
Jose, California, USA. The report on the performance and financial position of subsidiary
and salient features of the financial statement in the prescribed Form AOC-1 is annexed to
this report. [Annexure -2].
ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in Form MGT 9
and is attached to this Report. [Annexure 3]
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is as under:
Future Potential
Your company is working on new projects and is likely to improve its performance in the
following years.
Opportunities, Threats and Out look
Increase in public awareness about health care, there are enough potential about
lifecare activities. The company is exploring the same and expected to perform well in
future. Business threats as apply to all the sectors are applicable to the company also.
The company does not see any major business threat in near future. The future of the
company seems good.
Risks and Concerns
Among the concerns, high competition resulting in high attrition, small size and thus
volatile revenue streams, intense competition from small unorganized players in the
Industry and the external environment may have an impact on the companys operations.
Operations:
Revenue:
Revenues during financial year 2016-17 were posted Rs. 6,43,008/-.
Expenditures:
Management was also able to control the expenses and cost to the Company. Total
expenditure of the company is Rs. 45,82,296/- during the financial year 2016-17.
Cost Control Initiatives
Your company continues to focus on cost reduction, procurement of materials at
competitive Prices, reinforcement of financial discipline and adequate control on overhead
costs on continuous basis.
Financial Position:
(a) Authorised Capital:
The authorised capital of the Company comprises of 2, 00, 00,000 equity shares of Rs.
10/- each (same in previous year).
(b) Issued Capital
Issued Capital of the Company comprises of 1,48,37,140 equity shares of Rs. 10/- each
(same in previous year).
(c) Changes in Capital Structure: None
Internal Control Systems and their adequacy:
Your company has in place system of internal control commensurate with its size and
nature of its operations. Management continuously reviews the Internal Control Systems and
procedures to ensure orderly efficient conduct of business.
Events occurring after the balance sheet date:
There were no significant events that occurred after the date of balance sheet.
Related Party Transactions:
There is no contracts or arrangements with related parties during the Financial Year
2016-17.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
STOCK EXCHANGES
The equity shares of your company are listed with the National Stock Exchange of India
Limited, Delhi Stock Exchange and the Bombay Stock Exchange Ltd.
SHARES UNDER COMPULSORY DEMATERIALISATION
With effect from July 24, 2000 trading in equity shares of the company at the Stock
Exchange are permitted only in Dematerialized from. The Companys shares are available for
trading in the depository systems, of both the National Securities Depository Services
(India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the contributions made by
the employees at all levels, whose continued commitment and dedication helped the Company
in its operations in these trying times.
Your Directors would also like to take this opportunity to express their gratitude for
the co-operation and support from its Bankers and other statutory bodies of the Government
of India. We look forward to their continued support in the future also.
Last but not the least, we sincerely thank our shareholders for their constant support
and cooperation in the difficult times.
By Order of the Board of
STG Lifecare Limited
(Yogesh Vaidya)
(Director)
(DIN: 01185242)
Date: 14.08.2017
Place: Gurgaon
+91-9892691696
