Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the 30th
Annual Report together with the Audited Statement of Accounts of S T Services Limited ("the
Company") for the year ended March 31st, 2019.
FINANCIAL PERFORMANCE (Standalone)
The summarized performance of the Company for financial year 2018-19 and 2017-18 is
given below :—
|
(Amoun in Rupees) |
| Financial Statements |
Standalone |
|
31/03/2019 |
31/03/2018 |
| Total Income |
2029633 |
2175289 |
| Profit/(loss) before Depreciation & Taxation |
(10568714) |
156574 |
| Depreciation |
24540 |
29988 |
| Profit before taxation |
(10593254) |
126586 |
| Provision for Income Tax |
32328 |
30158 |
| Provision for Deferred Tax |
24267 |
544 |
| Net Profit/(Loss) After Tax |
(10649849) |
95884 |
| Less: Contingent Provision against Standard Assets. |
(6786) |
(1540) |
| Profit/(Loss) brought forward from previous year |
1568053 |
1492909 |
| Profit available for appropriation |
(9088582) |
1587253 |
| Less: transferred to special reserve. |
— |
(19200) |
| Profit/(Loss) carried to Balance Sheet |
(9088582) |
1568053 |
Reserve & Surplus
The balance of Reserve & Surplus, as at 31st March, 2019 stands at
Rs.(86,01,757/-) after making appropriations indicated above.
Summary of Operations
The Company is a Non-Banking Financial Company and engaged in advancing of Loans and
Investments in shares and securities. During the year, Company sold some of its
Investments at best available prices, resulting into a major loss. It is expected that
such decisions will be beneficial in the long-run, in view of future financial markets
problems.
Dividend
In view of losses, the Directors are not recommending any dividend.
Listing of Shares of the Company
The shares of the Company are listed at BSE Limited & The Calcutta Stock Exchanges
Limited.
Change in Nature of Business
There was no change in the nature of business of the Company.
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Company
occurred between the ends of Financial Year to which the Balance Sheet relates on the date
of this report. There was no significant and material order passed by the regulators or
courts or tribunals impacting the Going Concern status and Companys operations in future.
Internal Financial Control
The Company has in place adequate internal control systems and procedures commensurate
with the size and nature of the business. These systems and procedures provide reasonable
assurance of maintenance of proper accounting records, reliability of financial
information, protection of resources and safeguarding of assets against unauthorized use.
Share Capital / Finance
Your Company has not issued any Equity Shares or shares with differential rights/
Employee Stock Option Plan/ Sweat Equity Shares during the year.
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act) and rule 12(1) of
the Companies (Management and Administration) Rules, 2014, extract of annual return is
Annexed as Annexure 1.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your
Directors confirm that :
(a) In the preparation of the annual accounts for the financial year ended 31st March,
2019, 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 and loss of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis; and
(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 were adequate and operating effectively.
Statutory Auditors, their Report and Notes to Financial Statements
Tenure of M/S S Jaykishan, Chartered Accountants (FRN : 309005E), Statutory Auditors
will expire upon the conclusion of the 30th AGM of the Company. The Board of
Directors approached M/s M. L. Choudhry & Co., Chartered Accountants (FRN : 306125E),
Kolkata, and received consent from the Auditors to the effect that if they are appointed,
it would be in accordance with the provisions of the Section 141 or other applicable
provisions of the Companies act, 2013, Accordingly a resolution proposing appointment of
M/s M. L. Choudhry & Co., Chartered Accountants, as the Statutory Auditors of the
Company pursuant to Section 139 of the Companies Act, 2013 forms part of the 30th AGM for
approval of members.
The Report given by the Auditors on the financial statement of the Company is part of
this Report and are self-explanatory. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.
Meetings
Details of the various meetings held during the financial year 2018-19 is been given in
the Corporate Governance Report.
Corporate Governance Report
Your Company recognizes the importance of good Corporate Governance in building
shareholders confidence, improving investor protection and enhancing Long-term enterprise
value. A report on Corporate Governance is annexed.
SEBI(LODR) REGULATIONS,2015
All the regulations and provisions of SEBI(LODR) Regulation, 2015 has been complied by
your Company within the due date.
MD/CFO Certification
The Company has obtained a certificate as required under Regulation -17(8) of SEBI
(LODR) Regulation, 2015,for the year ended 31-03-2019.
Secretarial Audit
In terms of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mis. Anjali
Mishra (ACS No.:52144), a Practicing Company Secretary (COP No: 19195) as Secretarial
Auditors of the Company. The Secretarial report of the Secretarial Auditors is enclosed as
Annexure 2 to this report. The report is self-explanatory and do not call for any
further comments.
Statutory & Legal Matters
A letter was received by the Company from BSE during 2017-18, regarding issue related
to Shell Companies and appointment of Forensic Auditor therein. The Company has duly
replied to all the queries issued by the BSE. Further the Company has filed Suit against
appointment of Forensic Auditor and the same is subjudice.
Particulars of Loans, Guarantees or Investments under sec-186 of Companies Act, 2013
a) Details of Loans Guarantees or Investments under see-186 of Companies Act, 2013.
Details of loans & advances are given in the notes to the Financial Statements.
b) Details of Investments :
Details of Investments are given in the Notes to the Financial Statement.
Related party transactions
Details of related party transactions are given in the Notes to the Financial
Statements.
Risk Management Policy
Pursuant to section 134(3)(n) of the Companies Act, 2013, the Company has adopted a
Risk Management policy. The Board identifies some risks that may affect the business of
your Company and segregate them in various categories. Based upon such categories Board
has directed the management to adopt and follow certain preventive steps. Board reviews
the Risks periodically.
Vigil Mechanism Policy
The Board has adopted a whistle blower policy for the Company. The policy is formulated
to provide opportunity to all the employees to access in good faith, to the Audit
Committee of the Company, in case they observe any unethical and improper practice or
behavior or wrongful conduct in the Company and to prohibit managerial personnel from
taking adverse personnel action against such employee.
Declaration by independent directors
The Independent Directors have submitted their declaration of independence, as per the
Companies Act, 2013 to the Board.
Corporate Social Responsibility
Incompliance with the requirements of Section 135 of the Act, read with the Companies
(Corporate Social Responsibility Policy) Rule, 2014 is not applicable to the Company.
Directors and Key Managerial Personnel
Mr. Shiv Kumar Jaria (DIN 01082212) Director retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer himself for reappointment.
Formal Annual Evaluation
The Board has adopted a policy for evaluation of itself along with all its committees
and all the directors individually. Based on such policy, the Board in its first Board
Meeting held after the financial year 2017-18, performed an evaluation of its own working
of all its committees and personal evaluation of Directors.
Transfer of Amounts to Investor Education and Protection Fund
There were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).
Public Deposits
Your Company has not accepted any deposits from public in terms of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits Rules), 2014.
Particulars of Employees (Managerial Remuneration)
The information required pursuant to sec-197 read with Rule 5 of The Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014 —
The ratio of remuneration of median employee to that of the Managing Director and
Company Secretary are 1:1 and 1:1 respectively. No other directors get any remuneration
from the Company.
Energy, technology absorption, foreign exchange earnings and outgo
The nature of the Companys business does not require involving any type of energy
consumption or adaptation of any technology.
The particulars required to be furnished under Rule 8 of the Companies (accounts)
Rules, 2014:
i) Part A and B pertaining to conservation of energy and technology absorption are not
applicable to the Company.
ii) Foreign Exchange earnings and outgo are as under:
| Earnings : |
Rs. Nil |
| Outgo : |
Rs. Nil |
Acknowledgement
Your Directors would like to express their sincere appreciation of the cooperation
assistance received from everyone related to the Company during the year under review.
|
For and on behalf of the Board |
|
S T SERVICES LIMITED |
|
SD/- |
|
(Goutam Kumar Mondal) |
|
(Managing Director) |
| Date : 29-05-2019 |
(DIN: 00556652) |
| Place : Kolkata |
|
+91-9892691696
