| To,
The Members,
The Directors have pleasure in presenting their Sixth Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
[Standalone]
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
Particulars 2014-2015 2013-14
Gross Income 211,673,146.00 113,274,538.00
Profit Before Interest and
Depreciation 1,061,319.00 1,050,390.00
Gross Profit 1,061,319.00 1,050,390.00
Provision for Depreciation - -
Net Profit Before Tax 1,061,319.00 1,050,390.00
Provision for Tax 360,000.00 -
Net Profit After Tax 701,319.00 1,050,390.00
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet - -
2. Brief description of the Company's working during the year/State of
Company's affair
The Company is involved in the business of manufacturers, importers and
exporters, merchants and dealers in Art Silk and textile goods and
allied materials and also in the Software designing, development,
customization, implementation, maintenance, testing and benchmarking,
designing, developing and dealing in computer software.
3. Change in the nature of business, if any
To diversify the business and increase the source of income the
Company, the Company altered the Memorandum of Association to insert
wider object of textiles and related objects to the existing object of
the business of Software designing, development, customization,
implementation, maintenance, testing and benchmarking, designing,
developing and dealing in computer software and solutions and to
import, export, sell, purchase as the main source of the income of the
company is from textiles.
The company got Listed on SMEITP Platform on 23rd January, 2015.
4. Shifting of registered office:
The Board that in view of administrative convenience it is proposed
that the Registered Office of the Company be shifted from 65, 2nd
Floor, Babu Genu Road, Near Princess Street, Mumbai City - 400002 to I
Office No.40, First Floor, Air-conditioned Market, Tardeo Road, Mumbai
400 034.
5. Dividend
Due inadequate profit the Company has not declared dividend.
6. Share Capital
The Company allotted 5,oo,ooo equity shares of Rs.10 each at par on
30th April, 2014. The Company allotted 5,oo,ooo equity shares of Rs.10
each at par on 7th May, 2015.
7. Directors and Key Managerial Personnel
Mr. Savinder Singh Adhi (DIN: 06862421] Directors retire by rotation at
the forthcoming Annual General Meeting and being eligible, offer
themselves for reappointment.
Mr. Savinder Singh Adhi (DIN: 06862421) was appointed as Managing
Director of the Company for a period of three years w.e.f. May 07, 2014
to May 06,2017 on a monthly remuneration of Rs. 25,000/- (Rupees Twenty
Five Thousand Only).
During the year Mrs. Sheela Kadechkaras (DIN:06862410)who was appointed
as Additional Director of the Company with effect from 7th May, 2014 to
hold office upto the date of forthcoming Annual General Meeting. Being
eligilable, Ms. Sheela Kadechkara(DIN:06862410) offered herself to be
appointed as the Independent Director of the company.
During the year Mr. Mahesh Chourasiya (DIN: 07072848)who was appointed
as Additional Director of the Company with effect from 12th January,
2015 to hold office upto the date of forthcoming Annual General
Meeting. Being eligilable, Ms. Sheela Kadechkara (DIN:06862410)offered
himself to be appointed as the Independent Director of the company.
As per the provisions of the Companies Act, 2013, Independent Directors
are required to be appointed for a term of five consecutive years, but
shall be eligible for reappointment on passing of a special resolution
by the Company and shall not be liable to retire by rotation. All other
Directors, except the Managing Director, will retire at the ensuing
Annual General Meeting and, being eligible, offer themselves for
re-election. The Independent Directors of your Company have given the
certificate of independence to your Company stating that they meet the
criteria of independence as mentioned under Section 149 (6) of the
Companies Act, 2013.
Further, Mr. Vishal Jain (DIN: 02672373)and Mr. Chandrashekar Patil
(DIN: 06717677)have resigned as Director of the Company w.e.f. 7th May,
2104 and 6th December, 2014 respectively.
During the year, Mr. Shailesh Rakhasiya who was appointed as Company
Secretary and Compliance Officer on 7 May, 2014 had resigned on 31st
July,2014 and Miss. Priyanka Agarwal who was appointed as Company
Secretary and Compliance Officer on 31st July, 2014 had resigned on 3rd
September, 2014. Mrs, Vishakha Mehta is appointed as Company Secretary
and Compliance Officer from 12th January, 2015
Also, Mr. Savinder Singh Dalip Singh Adhi,(DIN: 06862421)Mr. Mahesh
Chourasiya(DIN: 07072848) and Mrs. Vishakha Mehta has been appointed as
Chief Executive Officer, Chief Financial Officer and Company Secretary
with effect from 30th May, 2015, 30th May, 2015 and 12th January,2015
respectively.
8. Report On Corporate Governance
As per SEBI's Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15th
September 2014, the provisions of Clause 49 of the Listing Agreement
are not mandatory, hence no such report is required for the Company.
9. Particulars of Employees
As required under the provision of Section 197 of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 in respect of employees of the
Company is not given, as there were no employees drawing remuneration
beyond the prescribed limit under the above referred provisions.
10. 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.
11. Declaration by an Independent Directors and re- appointment, if any
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as Annexure IV.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
12. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1] of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. (Annexure III)
B) Details of the every employee of the Company as required pursuant to
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
C) Any director who is in receipt of any commission from the company
and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company
or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board's Report.
D) The following disclosures shall be mentioned in the Board of
Director's report under the heading "Corporate Governance", if any,
attached to the financial statement:
(i) All elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors;
(ii) Details of fixed component and performance linked incentives along
with the performance criteria;
(iii) Service contracts, notice period, severance fees;
(iv) Stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which
exercisable.
13.Auditors:
The Auditors, M/s Jain Anil & Associates, Chartered Accountants,
appointed as Statutory Auditor at the last Annual General Meeting held
on 20th September, 2014 for a term of five consecutive years i.e.
2014-2015, 2015-16, 2016-17, 2017-18 and 2018-19. As per the provisions
of Section 139 of the Companies Act, 2013, the appointment of Auditors
is required to be ratified by Members at every Annual General Meeting.
Pursuant to Rule 3(7) of the Companies (Audit and Auditors] Rules,
2014, the aforesaid appointment needs to be ratified by the members at
the forthcoming Annual General Meeting. Accordingly, on recommendation
of the Audit Committee, the Board of Directors recommends to the
shareholders the ratification of appointment of M/s Jain Anil &
Associates, Chartered Accountants, as the Statutory Auditors of the
Company to hold office from the conclusion of this meeting until the
conclusion of the Annual General Meeting to be held for the financial
year 2018-19.
A certificate from M/s Jain Anil & Associates., Chartered Accountants
that their appointment is within the prescribed limits under Section
141 of the Companies Act, 2013 has been obtained.
The observations and comments given in the report of the Auditors read
together with notes to accounts are self-explanatory and hence do not
call for any further information and explanation or comments under
Section 134(3)(f) of the Companies Act, 2013. The report does not
contain any qualification, reservation or adverse remark or disclaimer.
14. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s Vijay
Oganiya & Associates, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Form No. MR-3 to this report. The report is
self- explanatory and do not call for any further comments.
15. Internal Audit & Controls
The Company continues to engage M/s Himank Desai & Co. as its Internal
Auditor. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment.
Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths
in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of
Audit Committee on an ongoing basis to improve efficiency in
operations.
16. Policy:
During the year the Company Formulated and Adopted Codes under Sebi
(Prohibition Of Insider Trading) Regulations, 2015, Whistle Blower
Policy/ Vigil Mechanism, Risk Management Policy and also formulated and
adopted Code of Independent directors and Code of for Board and Senior
Management.
1 Board of Directors:
Category No. of directors
Non-Executive & Independent 3
Directors including the
Chairman
Other Non-Executive Directors -
Executive Director 1
(CEO & Managing Director)
Total 4
The Chairman of the Board is an Executive Director.
As required under Section 149(3) of the Companies Act, 2013, Listing
Agreement, Ms Sheela Kadechkara, a lady Director (DIN:06862410), has
been appointed as an Independent Director on the Board.
Other Relevant details of Directors:
Name of Director Date of Category
Appointment
Savinder Singh 7/05/2014 Managing
Adhi(DIN:0686242) director/ CEO
Sheela Kadechkara 7/05/2014 Independent
(DIN:06862410) Director
Ganesh Dhadke 20/09/2014 Independent
(DIN: 06717705) Director
Mr.Mahesh 12/01/2015 Independent
Chourasiya
(DIN: Director/CFO
07072848)
Name of Director No. of Committee(s) position
Directorship(s)
held in Indian
public & private
Limited Companies Member Chairman
Savinder Singh Adhi - - -
Sheela Kadechkara 1 - -
Ganesh Dhadke - - -
Mr Mahesh Chourasiya - - -
Board Meetings held during the year
Dates on which the Board
Meetings Total Strength of the No. of Directors
were held Board Present
5th April,2014 3 3
30th April, 2014 3 3
7th May, 2014 3 3
16th May, 2014 4 4
10th july, 2014 4 4
31st July, 2014 4 4
1st August, 2014 4 4
3rd September,2014 4 4
21st October, 2014 4 4
6th December,2014 4 4
12th January,2015 3 3
Name of Attendance at the Board Meetings held on
Director 5/4 30/4 7/5 15/5 10/7 31/7 1/8
2014 2014 2014 2014 2014 2014 2014
Mr Vishal P P P - - - -
Jain(Resg
7/5/2014)
Mr. P P P P P P P
Chandrashe
kar Patil
Mr. Ganesh P P P P P P P
Dhadke
Mr. Sheela - - P P P P P
Kadechkar
(Appt on
7/5/2014)
Mr. - - P P P P P
Savinder
Singh
Adhi(Appt on
7/5/2014)
Mr. Mahesh - - - - - - -
Chourasiya
(Appt as on
12/1/2015) - - - - - - -
Name of Director Attendance at the
Board Meetings held on Attendance at
3/9/ 21/10 6/12/ 12/1/ the AGM held
on 20th
2014 /2014 2014 2015 September'14
Mr Vishal Jain - - - - -
Mr Chandrashet
Kar Patil p p p - p
Mr Ganesh Dhadke p p p p p
Mr Sheela Kadechkar p p p p p
Mr Savinder Singh p p p p p
Mr Mahesh Chyourasiya - - - p -
COMMITTEES OF THE BOARD.
(a) Audit Committee (mandatory committee)
The composition of the Audit Committee as at March 31, 2015 and details
of the Members participation at the Meetings of the Committee are as
under:
Name of Category Attendance at the Board Meetings held on
Director 22/09/
2014 28/11/
2014 16/02/
2015 - - -
Mr. Independent P P - - - -
Chandrashekhar Non
Patil (Resgd on Executive
6/12/2014) Director
Mr. Mahesh Independent - - P - - -
Chourasiya (Appt Non
12/1/215) Executive
Director
Mr.Ganesh Independent P P P - - -
Dhadke Non
Executive
Director
Mr.Sheela Independent P P P - - -
Kadechkar Non
(DIN:06862410) Executive
Director
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013 and Clause
49 of the Listing Agreement. Some of the important functions performed
by the Committee are:
(b) Remuneration Committee
The composition of the Remuneration Committee as at March 31, 2014 and
details of the Members participation at the Meetings of the Committee
are as under:
Name of Director Category Attendance at the Board
Meetings held on
22/09/
2014 16/02/
2015 - - - -
Mr. Chandrashekhar Independent P - - - - -
Patil (Resng on Non
6/12/2014) Executive Director
Mr. Ganesh Dhadke Independent P P - - - -
(DIN: 06717705) Non
Ms.Sheela Independent P P - - - -
Kadechkar Non
(DIN:06862410) Executive Director
Mr.Mahesh Independent - P - - - -
Chourasiya(Appt Non
12/1/2015) Executive Director
(d) Stakeholders' Relationship Committee (mandatory committee)
In compliance with the provisions of Section 178 of the Companies Act,
2013 and the Listing Agreement, the Board has renamed the existing
"Shareholders'/Investors' Grievance Committee" as the "Stakeholders'
Relationship Committee".
The terms of reference of the Committee are:
Name of Category Attendance at the Board Meetings held on
Director 22/09/
2014 28/11/
2014 16/02/
2015 - - -
Ms. Sheela Independent P P P
Kadechkar Non
(DIN:06862410) Executive
Director
Mr.Savinder (Executive P P P
Singh Adhi (DIN: Director)
06862421)
Mr. Independent P P
Chandrashekhar Non
Patill (Resg Executive
(6/12/2014) Director
Mr. Mahesh Independent - - P
Chourasiya Non
(1/12/2015) Executive
Director
During the year, no complaints were received from shareholders. The
balance complaints were under various stages of investigation. As on
March 31, 2015, no investor grievance has remained unattended/ pending
for more than thirty days. Independent Directors' Meeting
During the year under review, the Independent Directors met on March
31, 2015, inter alia, to discuss:
- Evaluation of the performance of Non-independent Directors and the
Board of Directors as a whole.
- Evaluation of the performance of the chairman of the Company, taking
into account the views of the Executive and Non-executive directors.
- Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
- All the Independent Directors were present at the Meeting. TERMS OF
APPOINTMENT & REMUNERATION - CEO & MP
Mr. Savinder Singh Adhi, (Din no: 06862421) CEO & MD
Period of Appointment 3 years w.e.f. May 07, 2014
to May 06, 2017
Salary Grade 25,000/-
Allowances -
Perquisites -
Retrial Benefits -
Performance Bonus -
Sign-on Amount -
Deferred Bonus -
Minimum Remuneration -
Notice Period & Severance Fees -
Other -
17. Extract of annual return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXUREI.
18. General Body Meetings
Particulars of last three Annual general meetings :
AGM Year ended
31st Venue Date Time Special
Resolutions
March, Passed
13th 2012 At the 25.09.2012 11.00 a.m. -
14th 2013 Registere 20.09.2013 11.00 a.m. -
15th 2014 Office 30.09.2014 11.00 a.m. -
19. Extraordinary General Meeting (EGM)
The Company held an Extraordinary General Meeting on Novemberl3, 2014
for Alteration of Object Clause of the memorandum of the company.
20. During the year under review, no resolution has been passed through
the exercise of postal ballot.
E-Voting Facility to members
Exempt as the Company is SME ITP Listed.
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
No Material changes occurred subsequent to the close of the financial
year of the Company to which the balance sheet relates and the date of
the report like settlement of tax liabilities, operation of patent
rights, depression in market value of investments, institution of cases
by or against the company, sale or purchase of capital assets or
destruction of any assets etc.
22. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company.
23. Deposits
The details relating to deposits, covered under Chapter V of the Act-
(a) accepted during the year- NIL
(b) remained unpaid or unclaimed as at the end of the year-NIL
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved-NIL
24. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements 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 shall be disclosed in Form No.
AOC-2. As Annexure II to the Board Report.
2 5. STATUTORY DISCLOSURES
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report. However, as per the
provisions of Section 219 (b) (iv) of the said Act read with Clause 32
of the Listing Agreement, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company at the registered office of the Company.
26. 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
NIL
(ii) the steps taken by the company for utilizing alternate sources of
energy
NIL
(iii) the capital investment on energy conservation equipment's
NIL
(b) Technology absorption
(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution
NIL
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where absorption NIL has not taken
place, and the reasons thereof
(iv) the expenditure incurred on Research and Development
NIL
27. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest 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,
28.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 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.
29.LISTING WITH STOCK EXCHANGES:
The Company got Listed on Friday 23, January, 2015 on SME ITP Platform
of BSE . The Company confirms that it has paid the Annual Listing Fees
for the year 2015-2016 to BSE where the Company's Shares are listed.
30. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors of
Sanasa Tech Feb Limited
Registered Office: Mr. Savinder Singh Mrs. Sheela Kadechkara
Managing Director & CEO Director
Office No.40,
First Floor, (DIN: 06862421) (DIN:06862410)
Air-conditioned Market,
Tardeo Road, Mumbai 400 034
(PLACE):Mumbai
(DATE):August 24th, 2015
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