sainik finance industries ltd share price Directors report

The Member(s),

Your directors have immense pleasure in presenting 31^st Annual Report of Sainik Finance & Industries Limited (‘the Company) along with the Audited Standalone Financial Statements and the Auditors Report thereon for the financial year ended 31^st March, 2023.

1. COMPANY OVERVIEW

Sainik Finance & Industries Limited is a public limited company which was incorporated on 22^nd August, 1991 with Registrar of Companies, NCT Delhi and Haryana (ROC) in the name & style of Garuda Clays Limited. Later on Ramanuj Leasing Limited which was incorporated on 2^nd January 1985 with the object to carry on leasing & finance activities, was merged with Garuda Clays Limited by order of the Honble High Court of Delhi dated 1^st November 1999 and the said order was filed with ROC on 4^th December 2000. Thereafter, the name of Garuda Clays Limited was changed to the present name i.e. Sainik Finance & Industries Limited. The Company is presently engaged in non-banking finance activities and is registered with Reserve Bank of India as Non-Banking Finance Company (NBFC) without accepting public deposits. The Reserve Bank of India has issued its Certificate of Registration No. N.14.02967 dated 03 September 2003. The Company launched its public offer for equity shares and is presently listed on BSE Limited.

2. FINANCIAL RESULTS

(Amount in Rupees Lakhs)

Particulars	For the financial year 2022-23	For the financial year 2021-22
Revenue from operations	1802.45	1,562.02
Other income	21.74	18.30
Total Revenue	1824.19	1,580.32
Profit before finance costs, depreciation and tax	1727.72	845.32
Finance Costs	1493.89	1767.30
Profit before depreciation and tax	233.83	(921.98)
Depreciation for the financial year	-	-
Profit /(Loss) before tax	233.83	(921.98)
Direct Taxes ( current and deferred taxes)	242.58	109.47
Profit / (Loss) after Tax	(8.75)	(812.51)
Other Comprehensive Income for the year (net of tax)	(7.19)	(2.28)
Total Comprehensive income (Loss) for the year	(15.94)	(814.79)
Transfer to Reserve Fund	-	-

3. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS (‘IND AS) AND PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared and presented in accordance with Indian Accounting Standards (‘Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under section 133 of the Companies Act, 2013 (the Act) along with guidelines issued by the Securities and Exchange Board of India (SEBI) and the guidelines issued by the Reserve Bank of India (‘RBI) as applicable to a Non-Banking Finance Company (‘NBFC). The financial statements have been prepared on a going concern basis. The Company uses accrual basis of accounting except in case of significant uncertainties. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. The financial statements are presented in Indian rupees.

4. TRANSFERS TO RESERVES AND PROVISIONS

Except as mentioned below, no amount was proposed to transfer to any reserve by the Company during the year under review.

During the year under review, the Company did not require to transfer any amount to Special Reserve Funds in order to comply with the provisions of Section 45IA read with section 45IC of the Reserve Bank of India Act, 1934 as the Company incurred net losses of Rs.15.94 lakhs during the year under review and also a net losses of Rs.814.79 lakhs during the previous year. As on 31^st March, 2023, the Company has made the provision of Rs.261.25 Lakhs for Sub Standard Assets and Rs.237.71 Lakhs for Standard Assets in order to comply with the guidelines of the Reserve Bank of India.

5. STATE OF COMPANYS AFFAIRS

During the year under review, the Company was engaged in carrying on the business as Non- Banking Financial Company without accepting public deposits for which the Certificate of Registration has been obtained from the Department of Non- Banking Supervision, Reserve Bank of India, New Delhi. During the year under review, the Companys total revenue has increased to Rs.1,824.19 Lakhs as compared to Rs.1,580.32 Lakhs in the previous year. The Company also earned profit before tax of Rs.233.83 Lakhs as compared to the losses of Rs.921.98 Lakhs in the previous year.

6. NON-PERFORMING ASSETS OF THE COMPANY

Your Company is in adherence to the provisions of Indian Accounting Standards (Ind AS) with respect to computation of Stage-3 Assets Non- performing assets (NPA). Your Companys assets have been classified based on expected performance. Exposure at Default (EAD) is the total amount outstanding including accrued interest as on the reporting date. During the year under review, your Company was able to contain its gross NPAs at Rs.261.25 Lakhs as compared to Rs.264.38 Lakhs in previous financial year. Your Company reviews the delinquency and loan portfolio on regular basis. Further, the information on the Business overview and outlook and state of affairs of your Company have been discussed in detail in the MDA which forms part of this Annual Report.

7. SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the Company is Rs.1100.00 Lakhs divided into 11000000 Equity shares of Rs.10/- each. Issued, Subscribed and Paid up Share Capital of the Company is Rs.1088.00 Lakhs divided into 10880000 Equity Shares of Rs.10/- each fully paid up. Out of the above said issued and paid up shares capital, 9469597 Equity shares being 87.04% of the Companys paid up equity shares capital are in dematerialized form as on 31^st March, 2023 and balance 1410403 Equity Shares being 12.96% of the Companys paid up equity shares capital are in physical form. However, 100% shareholdings of the promoter and promoters group are in dematerialised form. The Company & its RTA in order to comply the SEBI circulars time to time at frequent level request all the shareholders who hold equity shares in physical form to get their equity shares dematerialised with their depository at earliest. Our Registrar & Transfer Agent is M/s Indus Portfolio Private Limited, having their communication office at G-65, Bali Nagar, New Delhi -110015.

8. PAYMENT OF DIVIDEND

Your directors do not recommend any dividend for payment to the shareholders / members of the Company for the financial year ended on 31^st March, 2023.

9. DIRECTORS & KEY MANAGERIAL PERSON (KMP) OF THE COMPANY

As on date, the Board of the Company comprises of Six Directors, consisting of three Independent Directors (including one Women Independent Director) and three Non-Executive Non Independent Directors who bring in a wide range of skills and experience to the Board. Name, designation and DIN of the Board members of the Company are given below:

Name of Director	Designation	DIN
Sh. Rudra Sen Sindhu	Non- Executive Non-Independent Director	00006999
Sh. Kuldeep Singh Solanki	Non- Executive Non-Independent Director	00009212
Sh. Sarvesh Sindhu	Non- Executive Non-Independent Director	06545787
Sh. Ramesh Shah	Non- Executive Independent Director	00029864
Smt. Nishi Sabharwal	Non- Executive Independent Director	06963293

 

Name of Director	Designation	DIN
Sh. Bharat Sinh*	Non- Executive Independent Director	00347364
Sh. Samai Singh**	Non- Executive Independent Director	00235036

In term of the Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Sh. Rudra Sen Sindhu (DIN-00006999), Non- Executive director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Your directors recommend his re-appointment, as Non-Executive director of the Company, for approval of the members at the ensuing AGM. *During the year under review, the Company has appointed Sh. Bharat Sinh having DIN: 00347364 as Non-Executive Independent Director of the Company for first term of consecutive five years w.e.f. 12^th August, 2022. His appointment as Non-Executive Independent Director of the Company was duly approved by the shareholders / members in their Annual General Meeting held on 30^th September, 2022. **During the year under review, the tenure of Sh. Samai Singh as Independent Director of the Company had expired on 27^th September, 2022. Pursuant to the provisions of section 203 of the Act, as on date following are the key managerial personnel of the Company:

a)	Sh. Akash Shrivastava*	-	Chief Executive Officer
b)	Sh. Chandra Datt*	-	Chief Executive Officer
c)	Sh. Jagdish Chandra	-	Chief Financial Officer
d)	Sh. Nikhil Sukhija**	-	Company Secretary
e)	Sh. Piyush Garg**	-	Company Secretary

*During the year under review, Sh. Akash Shrivastava, a Chief Executive Officer of the Company tendered his resignation from the position of CEO and KMP of the Company w.e.f. 31^st August, 2022. Further in accordance of SEBI (LODR) Regulations, 2015 he confirmed that there is no other material reason for his resignation other than those mentioned in his resignation letter. Thereafter, on the recommendation of Nomination and Remuneration Committee, Sh. Chandra Datt has been appointed as Chief Executive Officer of the Company w.e.f. 14^th November, 2022 and designated him as KMP of the Company. **During the year under review, Sh. Nikhil Sukhija, a Company Secretary & Compliance Officer who was designated as KMP of the Company has tendered his resignation w.e.f. 12^th December, 2022. Thereafter, on the recommendation of Nomination and Remuneration Committee, Sh. Piyush Garg, a Qualified Company Secretary has been appointed as Company Secretary & Compliance officer of the Company and designated as KMP of the Company w.e.f. 14^th February, 2023.

10. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations. During the year under review, non-executive Independent directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

11. COMPLIANCE WITH CODE OF CONDUCT

All Board members and senior management personnel have affirmed compliance with the Companys Code of Conduct during the year under review. A declaration to this effect signed by the Chief Executive Officer is included in this Annual Report.

12. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEE AND

INDIVIDUAL DIRECTORS.

In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board, its Committees, and of the Individual Directors (including Independent Directors). The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management. The Individual Directors including Independent Directors are also evaluated on the basis of their qualifications, experience, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters etc. The review concluded by affirming that the Board as a whole, the Committee(s), and the individual Director continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

13. REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee adopted a "Policy on Nominations and Remuneration for Directors, Key Managerial Executives, Senior Management and other Employees", which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of qualification, positive attributes independence of a director and remuneration of Directors, KMPs, Senior Management and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and SEBI Listing Regulations. The "Policy on Nominations and Remuneration for Directors, Key Managerial Executives, Senior Management and Other is available on the Companys website www.sainikfinance.com.

Disclosure under section 197 (12) of the Companies Act, 2013 read with rules made thereunder

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is given below:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial	Name of the Director	Ratio to the median
year;	N.A.	N.A.
The percentage increase in remuneration of each director, Chief	Name of Director/ CS/	% Increase
Financial Officer, Chief Executive Officer, Company Secretary	CFO
or Manager, if any, in the financial year;	Jagdish Chandra, CFO	20
	Chandra Datt, CEO	N.A.
	(appointed w.e.f.14.11.2022)
	Piyush Garg, CS	N.A.
	(appointed w.e.f.14.02.2023)
The percentage increase in the median remuneration of employees in the financial year;	NIL
The number of permanent employees on the rolls of Company at end of the financial year under review;	6
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	NIL
Affirmation that the remuneration is as per the remuneration policy of the company.	Yes; the remuneration is as per the remuneration policy of the company.

None of employees of the Company has received remuneration of Rs.1,02,00,000 per annum and Rs.8,50,000 per month during the financial under review. Details of employees remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Rules are available at the registered office of the Company during working hours 21 days before the Annual General Meeting and shall be made available to any shareholders on their request in written.

14. BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW

During the year under review, Five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed by the Companies Act, 2013 Additionally, a meeting of the Independent Directors of the Company was held on 14^th February, 2023, with the participation of Independent Directors of the Company at the meeting.

15. AUDIT COMMITTEE

The Audit Committee comprises of Smt. Nishi Sabharwal (Chairperson), Sh. Rudra Sen Sindhu (Member), Sh. Bharat Sinh (Member) and Sh. Ramesh Shah (Member). During the year, all the recommendations made by the Audit Committee were accepted by the Board.

16. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Sh. Rudra Sen Sindhu (Chairperson), Sh. Kuldeep Singh Solanki (Member) and Sh. Bharat Sinh (Member).

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Smt. Nishi Sabharwal (Chairperson), Sh. Bharat Sinh (Member) Sh. Rudra Sen Sindhu (Member).

18. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE

The Corporate Social Responsibilities Committee comprises of Sh. Rudra Sen Sindhu (Chairperson), Sh. Kuldeep Singh Solanki (Member) and Smt. Nishi Sabharwal (Member).

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the Financial Statement for the financial year ended on 31^st March, 2023 and state: i) That in the preparation of Annual Accounts for the financial year ended as at 31^st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures. ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 financial year ended as at 31st March, 2023 and of the profit and loss of the Company for the financial year ended on 31st March, 2023. iii) That the Directors have 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 or other irregularities. iv) That the Directors have prepared the Annual Accounts on a "Going Concern basis". v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2022-23

20. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year under review. The Company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act read with Rule 11 of Companies (Meetings of Board and its Powers) Rules, 2014, with respect to loans, investment and guarantees etc.. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement / this report the full particulars of the loans given, investment made or guarantee given or security provided.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal financial control geared towards achieving efficiency in its operations, safeguarding assets, optimum utilization of resources and compliance with statutory regulations. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Testing of such Internal Control measures and systems forms a part of Internal Audit function. The Internal Auditors of the Company conduct audits of various departments based on an annual audit plan covering key areas of operations. Internal Audit reviews and evaluates the adequacy and effectiveness of internal controls, ensuring adherence to operating guidelines and systems and recommending improvements for strengthening them. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Audit Committee of the Board of Directors reviews the adequacy of internal financial controls. This has improved the management of the affairs of the Company and strengthened transparency and accountability. The Management ensures adherence to all internal financial control policies and procedures as well as compliance with regulatory guidelines. No significant audit observations and recommendations have been received from the Internal Auditors of the Company.

23. AUDITORS OF THE COMPANY a) Statutory Auditors:

Pursuant to the provisions section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and pursuant to the recommendations of the audit committee of the Board of Directors, M/s. Kumra Bhatia & Co. Chartered Accountants, New Delhi (having Firm Regn. No.002848N) has been appointed as the Statutory Auditors of the Company in the 30^th AGM of the Company held on 30^th September, 2022 for the first term of consecutive five years from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company to be held in the financial year 2027, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors. Besides the audit services, the Company also obtain certifications from the Statutory Auditors under various statutory regulations and certifications required by clients, banks, statutory authorities, audit related services and other permissible non-audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, as approved by the Board in consultation with the Audit Committee. b) Statutory Auditors Report: The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for Financial Year 2022-23. The Notes on financial statement referred to in the Auditors Report are self -explanatory and do not call for any further comments. Further, the Statutory Auditors have not reported any fraud in terms of Section 143(12) of the Companies Act, 2013 c) Secretarial Auditors:

Pursuant provisions of section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has, at its meeting held on 25^th May, 2023 appointed M/s Rakesh Kumar & Associates, a firm of Company Secretaries in practice in place of M/s S.S. Bhati and Associates, Secretarial Auditors who have tendered their resignation vide letter dated 26^th April 2023 due to changing their profession from Secretarial to Advocacy, to undertake the Secretarial Audit of the Company and to issue / submit Secretarial Audit Report & Secretarial Compliance Report for the financial year 2022-23. d) Secretarial Audit Report

The Secretarial Audit Report submitted by the Secretarial Auditor for the financial ended 31^st March, 2023 in Form MR-3 is annexed as an Annexure A and is forming integral part of this report. Such Secretarial auditors report is also self-explanatory and does not contain any qualifications, reservations or adverse remarks or disclaimer.

24. CERTIFICATE FROM PRACTISING COMPANY SECRETARY WITH REGARDS TO NON

DISQALIFICATION OF DIRECOTRS

A certificate from M/s Rakesh Kumar & Associate, Practicing Company Secretary to the effect that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Ministry of Corporate Affairs, Securities and Exchange Board of India or any other statutory authority is attached herewith as Annexure -B and is forming part of Corporate Governance Report.

25. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

With an aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly, a familiarization program has been designed for the Independent Directors. Pursuant to Regulation 25(7) of SEBI Listing Regulation, the Company makes detailed presentations to the Board including Independent Directors, on the Companys operation and business plans, the nature of industry in which Company operates, and model of respective businesses, major risks involved and risk management strategy of the Company. The Independent Directors are made aware with their duties, role, responsibilities and liabilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.

26. CODE OF CONDUCT

The Board of directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Companys website www.sainikfinance.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company has established a Vigil Mechanism to be known as the ‘Whistle Blower Policy for its Directors and Employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of Whistle Blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, Vigil Mechanism / Whistle Blower Policy have been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Officer or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company. During the financial year 2022-23, no such complaint of unethical or improper activity has been received by the Company.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The particular as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014 read with the provisions of Section 134(3) (m) of the Companies Act, 2013 are as follow:

A) Conservation of energy-

Sr. No.	Particular	Remark
(i)	The steps taken or impact on conservation of energy;	Your Company carries out its business in an environmental friendly manner and is on the look-out for different ways & means to reduce the consumption of energy in its operations.
(ii)	The steps taken by the company for utilizing alternate sources of energy;	The Company does not require any alternative sources of energy.
(iii)	The capital investment on energy conservation equipment;	The Companys operations do not require capital investment on energy conservation equipment.

B) Technology absorption, adaption and innovation:

Sr. No.	Particular	Remark
(i)	The efforts made towards technology absorption;	The Company continues to use the latest technologies for improving the productivity and quality of its services.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	Not Applicable
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year. The details of technology imported; The year of import; whether the technology been fully absorbed; If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	The Companys operations do not require significant import of technology.
(iv)	The expenditure incurred on Research and Development.	The Companys operations do not require the expenditure on Research and Development

During the year under review, there was no Foreign Exchange Earnings and Foreign Exchange Outgo.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY

Apart from the information provided / disclosures made elsewhere in the Directors Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31^st March, 2023 to which this financial statement relates and till date of this Report.

30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. The main business of the Company is financing & investment in securities etc. and granting loans to related or unrelated parties. All related party transactions that were entered into during the financial year as per compliance of provision of Companies Act, 2013 & SEBI regulations as certified by CEO & CFO of the Company forming part of Corporate Governance Report. All related party transactions are placed before the Audit committee for their consideration and approval. None of the transactions with related parties falls under the scope of section 188(1) of the Act. However, the related party transactions so entered are disclosed in note No.36 to Financial Statement of the Company as attached herewith. Further details of all related party transactions including material related party transaction are also given in AOC-2 attached herewith as Annexure C is

forming integral part of this Report. The Material related transactions have been duly approved by the Shareholders of the Company. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions duly approved by the Board of Directors of the Company has been placed on the Companys website www.sainikfinance.com

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Managements Discussion and Analysis Report covering the performance and outlook of the Company is annexed herewith as Annexure-D and forming part of this Annual Report.

32. CORPORATE GOVERNANCE REPORT

The Company is committed to good Corporate Governance as the requirement of the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance together with Certificate issued by M/s Rakesh Kumar & Associates, Practicing Company Secretaries on compliance of conditions of Corporate Governance is annexed herewith as Annexure E and is forming integral part of this Report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company was not required to spend any amount on CSR activities because Company did not meet any of the criteria as provided under provision of section 135 of Companies Act, 2013 as amended and rules made thereunder and any amendment thereof for spending the money of CSR Activities. During the previous year, the Companys incurred net losses calculated in accordance with the provisions of section 198 of the Companies Act, 2013 is Rs.921.98 lakhs and average net losses of preceding three financial years is Rs. 276.62 Lakhs. Hence, the Company did not require to spend any amount on CSR activities during the financial year 2022-23 The annual report on CSR activities prepared in prescribed format / annexure as per the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure-F and it shall be an integral part of Board Report.

34. DISCLOSURE RELATING TO MAINTENANCE OF COST RECORD

As the Company is Non-Banking Finance Company, the Central Government does not require to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Hence, the provisions of Cost Audit are not applicable to the Company.

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 notified on December 9, 2013, the Company has a policy for Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions of this Act. During the financial year ended 31^st March 2023, no complaint of sexual harassment has been received by the Company during the year under review.

36. DISCLOSURE ABOUT THE SHARES ISSUED ON PREFERENTIAL BASIS, IF ANY.

During the year under review, your Company has not made any allotment of shares on preferential basis.

37. DISCLOSURE ABOUT SWEAT EQUITY SHARES AND ESOP SCHEME.

Your company has not issued sweat equity shares or given stock option in the year under review.

38. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS 1) and General Meetings (SS 2).

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

40. ANNUAL RETURN

In compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the copy of annual Return in Form MGT-7 as on 31^st March, 2023 is being placed on the website of the Company at www.sainikfinance.com

41. OTHER STATUTORY DISCLOSURES a) The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise. b) The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest / principle of any of its debt securities. c) During Financial year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported. d) The Securities of the Company are listed on BSE Limited, Mumbai. The listing fee for the financial year- 2023-24 has been paid. e) During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code.

42. ACKNOWLEDGEMENT

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks, financial institutions and employees during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Government authorities and departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company. By Order of the Board of Directors

For SAINIK FINANCE & INDUSTRIES LIMITED

	Kuldeep Singh Solanki	Rudra Sen Sindhu
Place: New Delhi	Director	Director
Dated: 11th August, 2023	DIN: 00009212	DIN: 00006999