1. INDUSTRY STRUCTURE AND DEVELOPMENTS:
As of now the Company is not engaged in any activity and the management is looking for
a right opportunity to make the Company operational.
2. OVERALL REVIEW:
Due to scarcity of working capital funds, the Company is not able to perform any
business activities. To make the Company operational, the board is making its best effort
to implement the cost reduction measures to the extent feasible. Several cost cutting
measures have already been undertaken by the Company.
3. RISK AND CONCERNS:
The Companys future development would depend upon the commencement of its operational
activities
4. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:
The Company is following a proper and adequate system of internal controls in respect
of all its activities. Further all transaction entered into by the Company are fully
authorised, recorded and reported correctly
5. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
During the year under review, the Company did not carry out any activity.
6. CAUTIONARY STATEMENT:
Statements in this Management Discussion and Analysis describing the companys
objectives, projections, estimates and expectations may be forward looking statement
within the meaning of applicable laws and regulations. Actual results might differ
materially from those either expressed or implied.
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014) To, The Members,
SAIANAND COMMERCIAL LIMITED
MUMBAI
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by M/s. SAIANAND COMMERCIAL
LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, We hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on March 31, 2023
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on March 31, 2023
according to the provisions of:
i) The Companies Act, 2013 and the rules made there under; ii) The Securities Contracts
(Regulation) Act, 1956 (‘SCRA) and the rules made there under; iii) The Depositories
Act, 1996 and the Regulations and Bye-law framed hereunder;
iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there
under to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act,
1992 (‘SEBI Act):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 - Not applicable as the Company has not issued any shares
during the year under review;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 / Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 - Not applicable as the Company has not
issued any shares/options to directors/employees under the said guidelines / regulations
during the year under review;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 - Not applicable as the Company has not issued any debt securities which
were listed during the year under review;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; -
Not applicable as the Company is not registered as Registrar to Issue and Share Transfer
Agent during the year under review;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 Not applicable as the Company has not delisted / propose to delist its equity shares
from any Stock Exchange during the year under review; and h) The Securities and Exchange
Board of India (Buyback of Securities) Regulations, 1998 No applicable as the Company has
not bought back or propose to buy-back any of its securities during the year under review.
vi) Based on representation made by the Company and its officers, the Company has
adequate system and process in place for compliance under the other applicable Laws, Acts,
Rules, Regulations, Circulars, Guidelines and Standards.
vii) We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India. (ii) The
Listing Agreement entered into by the Company with Stock Exchange and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review and as per the explanations and clarifications given to
us and the representations made by the Management, the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following qualifications:
a) Acknowledgement for sending the notices of the Meeting of the Board and Committees
are not maintained by the company. b) Updating of website with regard to various policies
is pending. c) The company has not complied with certain regulation of SEBI (LODR)
Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM,
quarterly results. d) As per section 138 of the Companies Act, 2013, the Company is
required to appoint Internal Auditor. The Company has not appointed Internal Auditor.
e) The company has not maintained the attendance register for Board and committee
meeting. f) Statutory Registrar as per companies Act 2013 is yet to be updated. g)
Certain event based E Forms have not been filed by the company in time which were
required to be filed with ROC during the audit period.
We further report that we have not reviewed the applicable financial laws, direct and
indirect tax laws since the same have been subject to review and audit by the Statutory
Auditors of the company.
We further report that The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors
Subject to above qualification stated. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.
As per the information received from the company Adequate notice is given to all the
directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting. Majority decision is carried through while the dissenting
members views are captured and recorded as part of the minutes. We cannot comment for the
same as corresponding documents are not available for inspection.
We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable Laws, Rules, Regulations and guidelines. We further report that during the
audit period the Company has not passed any Special / Ordinary Resolutions which are
having major bearing on the Companys affairs in pursuance of the above referred laws,
rules, regulations, guidelines, standards etc.
We further report that during the audit period, there were no instances of:
1. Public/Rights/Preferential issue of Shares/debentures/ sweat equity.
2. Redemption/buy-back of securities.
3. Merger/ amalgamation/ reconstruction etc.
4. Foreign technical collaborations.
We further report that during the audit period no prosecution initiated against the
Company and the company has also not received any show cause notice during the year.
Note :In period under review financial year 2022-23 the listed entitys revocation
of suspension was revoked from BSE issued notice dated 08.06.2022. There is Subdivision
the shares from Rs 10 each to Rs 1 Each on 17.08.2023.The Bonus Shares were issued pari
passu to the existing shareholders in ratio of 1:1 as the decided record date 08.10.2023.
For, DAKSHA NEGI & ASSOCIATES Practicing Company Secretary Place: Ahmedabad Date:
25.08.2023 CS DAKSHA NEGI Proprietor ACS No: 41607 C. P. NO.: 20353 UDIN:
A041607E000868171
This report is to be read with our letter of even date which is annexed as Annexure-A
and forms an integral part of this report.
+91-9892691696
