sanco industries ltd share price Directors report

To,

The Members,

On Behalf of the Board of Director of your Company, it is our privilege to present the 30^th Annual Report on the business and operations of the company together with the audited statement of accounts for the financial year ended March 31, 2021 and Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company are as under:

	Standalone
Particulars	(Rupees in Lacs)
	2020-21	2019-20
Total Income	267.55	3,741.79
Less: Total Expenses	2600.35	3,712.46
Profit before Exceptional Items, Prior Period Items and Tax	2332.80	29.32
Add: Exceptional Items	-	-
Less: Prior Period Items	-	-
Net Profit before Taxation (PBT)	2332.80	29.32
Tax Expense	6.81	0.48
Profit/ (Loss) after Taxation (PAT)	(2339.61)	28.85
Provision for proposed Dividend	-	-
Dividend tax	-	-
Transfer to General Reserve (Profit for the year and depreciation written back)	(2339.61)	28.85

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company has suffered a loss of Rs. 2339.61 lacs as on 31.03.2021. However, the Companys management is working towards effective business plans and strategies to improve the profits in coming years.

3. CHANGE(S) IN THE NATURE OF BUSINESS

During this period there is no change in business of the Company or in the subsidiaries business or in the nature of business carried on by them.

4. DIVIDEND

Keeping in view the Companys need for capital and its growth plans, the Directors do not recommend any dividend for the year ended March 31, 2020.

5. TRANSFER TO RESERVES

The amount to be transferred to reserves during the year is Rs. 2339.61 Lacs.

6. CHANGES IN SHARE CAPITAL

The Company has increased its paid up share capital from Rs. 10,28,10,000 to Rs. 11,51,20,000. Further, there is no change in the authorised share capital of the company during this financial year.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the directors and KMPs of the company as on date:

1. Mr. Sanjay Gupta (Managing Director)

Brief Description	Promoter, Graduation from DU, MBA
Expertise	Marketing and Finance
Name of other Companies where holds directorship	NA

2. Mr. Abhishek Jain (Director)

Brief Description	B.A.LL.B in 2015 from C.C.S University Post Graduation in Investment Banking and Research from National Stock Exchange
Expertise	Investments and Taxations
Name of other Companies where	NA
holds directorship

3. Ms. Sonu Kumari (Independent Director)

Brief Description	B.A from DU
Expertise	Marketing
Name of other Companies where holds directorship	NA

4. Mr. Saurabh Gupta (Independent Director)

Brief Description	B.com, CA, DISA
Expertise	Audit and Taxation
Name of other Companies where holds directorship	NA

5. Mr. Parveen Kumar Maheshwari (Independent Director)

Brief Description	Award-winning, confident, and highly organi entrepreneur with over 25 years in business leadership
Expertise	Business formation, operation, technology, a management.
Name of other Companies where holds directorship	NA

6. Mr. Nitya Prakash Gupta (Independent Director)

Brief Description	Civil Engineer
Expertise	Construction business
Name of other Companies where holds directorship	NA

7. Ms. Akriti Mahajan Gupta (Company Secretary)

Brief Description	B.Com from DU, Member of ICSI, Law Graduate from I
Expertise	Corporate & Listing Compliances Matters
Name of other Companies where holds directorship	NA

8. Mr. Anurag Gupta (Chief Finance Officer)

Brief Description	Graduate
Expertise	Finance, Accounts, Taxation and Law

8. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met thirteen times as on 30.06.2020, 28.07.2020, 24.08.2020, 29.08.2020, 23.10.20, 13.11.2020, 14.12.2020, 17.12.2020, 11.01.2021, 06.02.2021, 12.02.2021, 13.03.2021 and 23.03.2021 during the Financial Year ended March 31, 2021 and the maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

10. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of independent directors, performance of non-independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The performance of all the directors during the year was satisfactory and towards the growth prospects.

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all employees of the Company.

11. DETAILS OF SUBSIDIARY

The Company has only one subsidiary, M/s Sanjita Polymet Ltd. (Company incorporated in Hong Kong).

M/s Sanjita Polymet Ltd. was incorporated in August, 2013 in Hong Kong to promote trading of PVC Raw Materials and Metal Products in International market. However, the Company has made investment of Rupees 291.77 Lacs in the paid up share capital of M/s Sanjita Polymet Ltd. during the year.

During the year the performance of M/s Sanjita Polymet Ltd. is satisfactory.

12. STATUTORY AUDITORS

The existing auditor M/s Gaur & Associates, Chartered Accountants has resigned as the Statutory Auditor of the Company. Accordingly, new Statutory Auditor, M/s K. G. Sharma & Co, Chartered Accountants being eligible, is proposed to be appointed as the new Statutory Auditor. Such change in auditor requires shareholders approval. Accordingly, necessary resolution for appointment of auditors is included in the Notice for this ensuing AGM.

13. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, M/s Rahul Jain &Associates has been appointed as Cost Auditors for the year 2021-22.

14. SECRETARIAL AUDIT REPORT

There were qualifications/ adverse remarks given by the company secretary in practice in the secretarial audit report. Secretarial audit report is attached to this report.

The Board of Directors have considered all these qualifications/ adverse remarks, discussed all of them at length and decided to take all corrective measures for the same.

15. RESPONSE TO AUDITORS REMARKS

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

The Board of Directors have considered all these qualifications/ adverse remarks, discussed all of them at length and decided to take all corrective measures for the same.

16. DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME

The Company has not provided any Employee Stock Option Scheme or Purchase Scheme to the employees.

17. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

18. VIGIL MECHANISM

As per the provisions of Companies Act, 2013 there is a mandatory requirement to establish a mechanism called Vigil Mechanism for the directors and employees of the Company to report concern about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

19. NOMINATION AND REMUNERATION COMMITTEE

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 a Stakeholders Relationship Committee be constituted the details of the same has been the Corporate Governance Report, which is a part of this report.

21. RISK MANAGEMENT POLICY

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

22. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2021 is annexed hereto as Annexure A and forms part of this report.

23. 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

There is no material changes occurred subsequent to the close of the financial year ended 31.03.2021 affecting the financial position of the Company.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

No such order passed by any regulatory authority Courts or Tribunals impacting the going concern status and companys operations in future during the period under review.

25. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

26. DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans made by the Company under Section 186 of the Companies Act, 2013 during the year under review. However, the Company has the following investments as on 31.03.2021:

S. No Name of investee	Nature of Investment	Equity Shares	Amount (in Rs.Lacs)
1 Sanjita Polymet Ltd	Wholly owned Subsidiary Co.	450000	291.77

Further, the Company has given Corporate Gaurantee to its wholly owned subsidiary Sanjita Polymet Limited of Rs. 20 lacs USD on 29.10.2015. However, the limit(loan) for which this guarantee was given stands NIL as on date. Accordingly, the guarantee stands revoked.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transactions as per Section 188 of the Act as detailed in AOC 2 attached as Annexure B, which are within the limits approved by the Board, Audit Committee and Members.

29. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance.

The Company adheres to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on Corporate Governance for the year ended March 31, 2020 forms part of the Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Statement on the Companys performance, industry trends and other material changes with respect to the Company is presented in a separate section forming part of annual Report.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

During the year, the company has reported no frauds.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT 2013

During the Period no cases has been reported under Sexual Harassment of Women at Workplace.

33. CORPORATE SOCIAL RESPONSIBILITY(CSR) AND ITS TERMS OF REFERENCE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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. Energy conservation measures taken

Conservation of energy is given top priority by the Company. During the year, the Company has taken following measures towards energy conservation:

Organizing the operating procedures in such a way that energy losses are minimized by eliminating idle running. This has helped in reducing Energy per unit.

Optimization of electrical load by matching motor power capacity to the exact operational requirements.

II. Additional Investment and proposals, if any, being implied for reduction of consumption energy.

At present the company has no proposal for additional investment for reduction of consumption of energy.

III. Impact of measures at (I), (II) above for reduction of energy consumption impacting the cost of production of goods.

The measures adopted by the company for energy conservation have been instrumental in bringing down the cost of energy per unit of production in addition to improving quality.

B. TECHNOLOGY ABSORPTION

Effects made in technology absorption in prescribed form-B Research & Development (R & D)

The company is carrying research & development in routine manufacturing activities. There is no specific expenditure in research & development.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The company has already absorbed technology fully.

C. FOREIGN EXCHANGE EARNING & OUTGO (In Rs. Lacs)

Foreign Exchange Out goes:	Nil
Foreign Exchange earning	Nil

35. REMUNERATION

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S. No Name	Designation	Ratio to median remuneration
1 Mr. Sanjay Gupta	Managing Director	NIL
2 Ms. Rita Gupta	Director	NIL
3 Mr. Sidhant Gupta	Director	NIL
4 Mr. Saurabh Gupta	Non-Executive & Independent Director	NIL
5 Mr. Parveen Kumar Maheshwari	Non-Executive & Independent Director	NIL
6 Ms. Sonu Kumari	Non-Executive & Independent Director	NIL
7 Mr. Anil Bakshi	Non-Executive & Independent Director	NIL
8 Mr. Nitya Prakash Gupta	Non-Executive & Independent Director	NIL
9 Ms. Akriti Mahajan	Company Secretary	1:8
10 Ms. Mansi Gupta	Chief Financial Officer(till 15.10.2020)	1:10
11 Mr. Anurag Gupta	Chief Financial Officer(from 16.10.2020)	1:10

Further, there are 103 permanent employees on the rolls of company:

• Work Place – 5

• Corporate Office - 8

36. PARTICULARS OF EMPLOYEES

Employees was drawing in excess of the limits by the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, which needs to be disclosed in the directors report.

Details of Top 10 Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

NIL

37. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f. 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.

38. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for significant contribution made by the Companys executives, staff and workers through their deep sense of dedication, hard work and commitment, and the trust reposed on us by our customers, in the overall growth and prosperity of the Company.

We also acknowledge the support and wise counsel extended to us by the analysts, financial institutions, bankers, Government authorities, customers, vendor, shareholders, investors and members at large. We look forward to having the same support in our future endeavours.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For Sanco Industries Limited
Sd/-	Sd/-
Sanjay Gupta	Abhishek Jain
Managing Director	Director
DIN - 00726005	DIN - 07432343
R/o C-56, Block-C,	R/o C-56, Block-C,
Surajmal Vihar, Delhi - 110092	Surajmal Vihar, Delhi - 110092
Date: 03.09.2021
Place: New Delhi