Dear Shareholders,
Your Directors here by present the 39th Annual Report together with the Audited
statements of Accounts for the financial year ended on 31st March 2023.
Financial Highlights:
(Amount in Rs.)
Particulars |
2022-23 |
2021-22 |
| Total Income |
93215195 |
2448199 |
| Total expenditure |
104053661 |
2347299 |
Profit/(Loss) before Taxation |
(10838466) |
100900 |
| Provision for Tax |
- |
-- |
| Add: Deferred Tax Liability Reversal |
- |
-- |
Profit/(Loss) after Taxation |
(10838466) |
100900 |
DIVIDEND:
Your Directors have not recommended any dividend for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL: SUB-DIVISION OF ORDINARY SHARES OF THE COMPANY AND ISSUE OF BONUS
SHARES:
During the year under review on 4th July 2022, the Board of Directors of the
Company, in order to enhance the liquidity in the capital market, to widen shareholder
base and to make the shares more affordable to small investors, considered and approved
the proposal for sub-division of 1 (one) equity share of the Company having face value of
10/- each into 10 (Ten) equity shares of the Company having face value of 1/- each,
subject to the approval of the Shareholders of the Company and other necessary approvals.
Further, there will be consequential amendments in the Capital Clause of the Memorandum of
Association of the Company of the Company, subject to approval of the Shareholders of the
Company at the 39th AGM was held on 29th July 2022.Then the board
has recommended issue of bonus shares in the ratio 1:1, to the existing equity
shareholders of Company on its board meeting held on 25.08.2023. Resolutions with regard
to aforesaid matter, were duly sanctioned by the shareholders vide their postal ballot
result dated 26th September 2022. As the 8th October 2022 was
determined as record date for eligible to receive the bonus shares with respect to their
existing shareholding in the Company. Consequential modifications had also been carried
out in the Authorised Share Capital of the Company in effect of issue of Bonus Shares. The
Authorised Share Capital of the Company is 26,00,00,000 divided into 26,00,00,000 Equity
Shares of Rs 1 Each.
The issued, subscribed and paid up capital of the Company is 227200000/- divided into
227200000 equity shares of 1/- each. There has been no change in the share capital
of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of
the Companies Act, 2013 during the financial year 2022-23 is enclosed as an Annexure to
this Boards Report. During the year under review, the company has not provided any
security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND
COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. KARTIK RAVAL (DIN: 09609710), who was appointed as Wholetime Director (WTD) and
Chief Financial Officer (CFO) of the company with effect from 06.07.2023, liable to retire
by rotation.
Mr. NARENDRAKUMAR VANIYA (DIN: 09609727) and Ms. KOMALBEN NITINBHAI CHAUHAN (DIN:
09685380) were appointed as an additional director of the company with effect from
05.08.2022 and 26.12.2022 respectively and are hereby appointed an Independent Director of
the Company to hold office for five consecutive years.
During the year under review, Mr. PRAKASHBHAI PRAVINBHAI DATANIYA was resigned as on
05.08.2022 as Wholetime Director (WTD) and Chief Financial Officer (CFO) of the company.
SAGAR KISHORBHAI GAJERA was resigned as Independent director of the company w.e.f.
05.08.2022.
Ms. BHAGYASHREE VINAYAK was appointed as company secretary of the company on 30th
May 2022.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of business
exigencies or urgency of matters, resolutions are passed by circulation. During the year 4
(Four) Board Meetings were convened and held, the details of which are given in the
Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies
(Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
AUDITORS AND AUDITORS REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES, CHARTERED ACCOUNTANTS, Mumbai (FRN 128216W),
Statutory Auditors of the Company hold office until the conclusion of the next Annual
General Meeting.
The observations made by the Auditors in their Auditors Report and the Notes on
Accounts referred to in the
Auditors Report are self-explanatory and do not call for any further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2023 is available on the website of the Company at
http://www.saianandcommerciallimited.co.in/.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. Daksha Negi & Associates, Company Secretaries in practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form
No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
Sr. No. Qualifications made by Secretarial Auditor |
Explanations by the Board |
a Acknowledgement for sending the notices of the Meeting of the
Board and Committees are not maintained by the company. |
The notice and agenda for the Board and committee meeting are sent by
the email or hand delivery. The company will ensure to maintain to the acknowledgements
for sending the notice of the meeting of the board and the committee. |
b Updating of website with regard to various policies is
pending |
The company will take necessary steps to update website with regard to
various policies which are 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. |
The company will take necessary steps to comply with the same. |
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. |
The size of operation of the Company is very small, it is not viable
to appoint Internal Auditor but the Company has established the internal control system. |
e The company has not maintained the attendance register for
Board and committee meeting |
The company will take necessary steps to maintain the attendance
register for board and committee meetings. |
f Statutory Registrar as per companies Act 2013 is yet to be
updated. |
The company will take necessary steps to update Statutory Register as
per companies Act 2013. |
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. |
The company will ensure to file all relevant documents in time with
ROC and other authorities as when required. |
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for
Internal Controls.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not required to be given as there were no employees coming within the purview of this
section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the year
was Rs. Nil.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder. The Company has not received any sexual harassment
related complaints during the year 2022-23.
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 have
been followed along with proper explanation by way of notes to accounts relating to
material departures; b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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; c) the Directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities; d)
Directors have prepared the accounts on a "going concern basis". e) 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.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in
the Boards Report the ratio of the remuneration of each director to the permanent
employees remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk
VIGIL MECHANISM
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review: i) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the Company. ii) Payment of remuneration or
commission from any of its subsidiary companies to the Managing Director/ Whole Time
Director of the Company. iii) Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the Companies Act, 2013). iv) Details of any
application filed for corporate insolvency under Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016. v) One time settlement of loan obtained
from the banks or financial institutions.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
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