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The Board of Directors presents the 27th Annual Report of your Company along with Audited Financial Statements for the financial year ended 31st March, 2018.
The summary of the financial performance of the Company for the financial year ended 31st March, 2018 compared to the previous year ended 31st March, 2017 are given below:
(Amount in Rupees)
|Revenue from Operations & Other Income||
|Profit Before Tax||
|a. Current Tax||
|b. Deferred Tax||
|c. Previous year Tax||
|Profit After Tax||
|Earnings per share||
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure A".
NATURE OF BUSINESS
There is no change in the nature of business during the period under review.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary, Joint Ventures and Associate Company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (Five) times during the financial year, the details of which are given under the Corporate Governance report that forms part of this Annual Report. The intervening gaps between any two meetings did not exceed 120 days as prescribed by the Companies Act, 2013 and Secretarial Standards.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) 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 financial year and of the profit and loss of the Company for that period.
iii) 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.
iv) The directors had prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent Director u/s 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down u/s 149(6) of the Companies Act, 2013 and SEBI(Listing Obligation and Disclosure Requirement) Regulation, 2015.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2018, the Board had 4Directors, one of whom was executive, 2 were independent directors& remaining 1was Non Executive.
The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website. There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
AUDITORS REPORT & AUDITORS:
The Auditors Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.
The Secretarial Auditors Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure B to the Boards report in this Annual Report.
As required by the Listing Regulations, the Certificate on Corporate Governance is enclosed as Annexure D to the Boards report. The auditors certificate for fiscal 2018 does not contain any qualification, reservation or adverse remark.
Pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Dhillon & Associates, Chartered Accountants, having FRN 02783N were appointed as the Statutory Auditor of the Company to hold office from the conclusion of 24thAnnual General Meeting till conclusion of the 29th Annual General Meetingof the Company, subject to ratification at every Annual General Meeting. The Ministry of Corporate Affairs vide its Notification dated 7thMay, 2018, has dispensed with the requirement of ratification of
Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.
Pursuant to provisions of section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anand Sharma & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2017-18in place of M/s. Jain Preeti& Co.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
Secretarial Standards Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.
PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES
All related party transactions entered during the Financial Year were in ordinary course of the business and on arms length basis. There were material related party transactions entered during the Financial Year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is applicable to your Company which is marked as "Annexure C".
DETAILS OF SIGNIFICANT & MATERIAL ORDERS
No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the
Company and Companys operations in future, details of which needs to be disclosed in the Boards Report as Section 134 (3)(q) read with Rule 8 of Companies (Accounts) Rules, 2014.
TRANSFER TO RESERVES
Our Company has transferred amount of Rs. (451,966)/- to Reserves and Surplus as required by section 45-IC of the RBI Act, 1934.
In view of the fund needed for Business opportunities, your Directors do not recommend any dividend for the Financial Year ended on 31st March, 2018.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments 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.
However, the Company has changed its Registered Office at their Board Meeting held on 6th January, 2018 from 204, Aurobindo Place, HauzKhas, New Delhi-110016 to 302, 3rd Floor, C-2/4, Community Centre, Ashok Vihar, Phase-2, New Delhi-110052.
STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES AND OUTGO
Statement containing the necessary information as required u/s 134(3) read with Companies (Accounts) Rules, 2014 is given are as under:
(A) Conservation of energy-NIL i. the steps taken or impact on conservation of energy; ii. the steps taken by the company for utilising alternate sources of energy; iii. the capital investment on energy conservation equipments;
(B) Technology absorption- NIL i. the efforts made towards technology absorption; 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; and iv. the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo-
Current Year (2017- 18)
Previous Year (2016- 17)
|a) Foreign Exchange Earnings||
|b) Foreign Exchange Outgo||
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
NATURE OF BUSINESS
There is no change in the nature of business during the period under review. BOARD OF DIRECTORS APPOINTNTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act, Ms. Juhi Singh (DIN: 02022313) Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer herself, for re-appointment.
The information of Directors seeking appointment/ reappointment as required pursuant to Regulation 36(3) of SEBI Listing Regulations is provided in the notice of the 27thAnnual General Meeting of the Company.
During the year 2017-18, information of Directors appointed/resigned provided in corporate governance report and hence not repeated here for the sake of brevity.
Further, during the Financial Year 2017-18, Mr. Rakesh Bisht (ACS-31834), Company Secretary has resigned from the Company with effect from 22nd August, 2017.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.
In accordance with the Nomination and Remuneration Policy adopted by the Company, the Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board in accordance with the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee has formulated the criteria for determining requisite qualifications, positive attributes such as high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment and independence of Directors in terms of provisions of Section 178 of the Act and the Listing Regulations.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management 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.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary, Joint Ventures and Associate Company.
Pursuant to the provision of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any deposits from the public during the Financial Year 2017-18.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the
Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandated the formulation of certain policies for all Listed Companies. All our Corporate Governance policies are available on our website www.shrisaiindustries.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:
|Name of the Policies||Brief Description|
|1. Nomination and Remuneration policy||This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/ non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees.|
|2. Policy for Determining Materiality for Disclosures||This policy applies to disclosures of material events affecting the Company. This policy is in addition to the Companys corporate policy statement on investor relations, which deals with the dissemination of unpublished price sensitive information. The Company is committed to being open and transparent with all stakeholders.|
|3. Code of Conduct for Director and Senior Managerial Persons||The Company in its Board of Directors Meeting has approved the "Code of Conduct" applicable for all Board members and senior managerial persons. As per requirements of the listing agreement a copy of "Code of Conduct" was sent to all Directors. A copy of the same is also available at Registered Office of the Company.|
|4. Policy for Preservation of Documents||In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of company has adopted this Policy for Preservation of Documents.|
|5. Vigil Mechanism/ Whistle Blower Policy||The Company has adopted the whistleblower mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics.|
|6. Related Party Transaction Policy||The policy regulates all transactions between the Company and its related parties.|
|7. Insider Trading Policy||The policy provides the framework in dealing with securities of the Company.|
|8. Anti-Sexual Harassment Policy||The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year 2017-2018, no complaints were received by the Company related to sexual harassment|
TERMS AND CONDITION OF INDEPENDENT DIRECTOR
The terms and conditions of appointment of the Independent Directors are subject to the extant provisions of the applicable laws, including the Companies Act, 2013,Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulation,2015 and Articles of Association of the Company. The details of the Terms and Condition of Independent Director are available on the given link http://www.shrisaiindustries.com/policy.html.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Act relating to Corporate Social Responsibility are not applicable. Nevertheless, the Company shall continue its endeavor to fulfill its responsibility towards society.
CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
In accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015, the Board of Directors has adopted the Code of Practices and Procedure for fair disclosure of Unpublished Price Sensitive Information to be followed by Directors, Employees and other connected persons. The approved code is available on the given link http://www.shrisaiindustries.com/policy.html.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The details of the aforementioned programme are available on the Companys website at http://www.shrisaiindustries.com/policy.html.
In compliance with the requirements of the Act and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors state that during the year under review, no cases of sexual harassment have been reported.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from M/s Anand Sharma & Associates, Company Secretary in Practice in compliance with the requirements of Corporate Governance as stipulated in Regulation 27 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 and of the Listing Agreement.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
Your Company always endeavors to keep the time of response to shareholders request/ grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Grievances Committee of the Board meets periodically and reviews the status of the Shareholders Grievances.
The Company has complied with all the necessary applicable prudential norms of Reserve Bank of India (RBI)being NBFC during the year under review.
PARTICULARS OF EMPLOYEES
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, is provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
The Company is in process of merger with Skyway Ventures Limited. The necessary court proceedings are in process.
Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, Government authorities, customers, vendors and member during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives and staff.
|By Order of the Board|
|For Sai Industries Limited|
|Niraj Kumar Singh|