Report of the board of directors of Sat Industries Limited for the financial
year ended 31st March, 2023.
To,
The Members,
Sat Industries Limited
Your Directors have pleasure in presenting their Thirty-Eighth (38th) Annual
Report on the business and operations of Sat Industries Limited (the Company)
together with the Audited Standalone and Consolidated Financial Statements for the
Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial highlights for the financial year under review compared to the previous
financial year are given herein below:
Standalone
( In lakhs)
| Particulars |
For FY 2022-2023 |
For FY 2021-2022 |
| Total Revenue |
11,362.60 |
2,352.73 |
| Profit before Tax, Interest, Depreciation and Exceptional Items |
1,137.19 |
807.36 |
| Less: Interest |
197.85 |
139.89 |
| Less: Depreciation |
54.92 |
61.97 |
| Profit before Tax and exceptional Items |
884.42 |
605.50 |
| Less: Tax Expense |
141.06 |
101.76 |
| Profit after Tax |
743.36 |
503.74 |
| Net Profit/(Loss) for the year |
743.36 |
503.74 |
Consolidated
( In lakhs)
| Particulars |
For FY 2022-2023 |
For FY 2021-2022 |
| Total Revenue |
48,178.15 |
35,148.22 |
| Profit before Tax and after exceptional items |
5,829.59 |
5,026.72 |
| Less: Tax Expense |
1,323.71 |
1,156.07 |
| Profit after Tax |
4,505.88 |
3,870.65 |
| Net Profit for the year after Shares of Profit/(Loss) of Associates and |
4,280.16 |
3,554.38 |
| Minority Interest |
|
|
2. STATE OF COMPANYS AFFAIRS:
The Company is engaged in the business of general trading of merchandise, manufacturing
of goods, leasing of assets and financing. The total standalone revenue of your Company
for the year under review amounted to 11,362.60 lakhs against 2,352.73 lakhs in
corresponding previous year and earned a net profit of 743.36 lakhs (previous year 503.74
lakhs) after providing for depreciation and tax.
On a consolidated basis, the total revenues stood at 48,178.15 lakhs with net profit of
4,505.88 lakhs.
3. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year to which the financial statements relate
and up to the date of this report.
4. TRANSFER TO RESERVES:
There is no amount proposed to be transferred to General Reserves during the year under
review.
5. DIVIDEND:
Your Directors have pleasure in recommending payment of final dividend of 0.10 (5%) per
equity share of 2/- each for the Financial Year 2022-23 subject to approval of the same by
the members at the ensuing Annual General Meeting.
Further the Company has paid an interim dividend of 0.10 (5%) per Equity Share of 2/-
each on fully paid Equity Shares amounting to 113.09 lakhs.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the
Company.
7. LISTING OF SHARES:
The Equity Shares of the Company are listed on BSE Limited, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400001 and National Stock Exchange of India Limited, Exchange
Plaza, C-1, Block G Bandra Kurla Complex Bandra (E), Mumbai - 400051 and the listing fees
for the Financial Year 2022-2023, has been paid.
8. SHARE CAPITAL:
During the year under report, there was no change in the issued, subscribed and paid-up
capital of the Company.
Issued, subscribed and paid-up capital of the Company is
22,61,70,000/- divided into 11,30,85,000 equity shares of 2/- each.
The above shares are listed on BSE Limited and National Stock Exchange of India
Limited.
9. SUBSIDIARIES AND ASSOCIATES:
The Company has Four subsidiaries (Three Indian and one foreign subsidiary) as on 31st
March, 2023 namely:
| Sr. No. |
Name of Company |
Subsidiary |
| 1 |
Sah Polymers Limited |
Subsidiary |
| 2 |
Aeroflex Industries Limited |
Subsidiary |
| 3 |
Aeroflex Finance Private Limited |
Subsidiary |
| 4 |
Italica Global FZC, UAE |
Subsidiary |
A Statement containing the salient features of the financial statement of the
subsidiaries companies pursuant to Section 129 of the Companies Act, 2013 read with the
Rule 5 of the Companies (Accounts) Rules, 2014, are given in Annexure-A in Form No.
AOC-1 and the same forms part of this report.
Further, the Scheme of Amalgamation of Aeroflex International Limited (‘Transferor
Company No. 1) and Italica Furniture Private Limited (‘Transferor Company No. 2)
with Sat Industries Limited (‘Transferee Company) Under Sections 230 to 232 of the
Companies Act, 2013 has approved by Honorable NCLT, Mumbai Bench on 06th
January, 2023.
10. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES:
During the year under review, no employee of the Company was in receipt of remuneration
in excess of the limits prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached to this report vide Annexure-B.
11. PUBLIC DEPOSITS:
The Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 and rules made there under as such, no amount of principal or interest
was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance
of Chapter V of the Companies Act, 2013.
12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Directors:
Section 152 of the Act provides that unless the Articles of Association provide for the
retirement of all directors at every AGM, not less than two-third of the total number of
directors of a public company (excluding the independent directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation.
Accordingly, Mr. Asad Daud, Director (DIN: 02491539), retires by rotation at the 38th
Annual General Meeting, and being eligible, offers himself for re-appointment.
During the year, following are the changes took place in the Board of Directors of the
Company.
i. Mr . Goree Shankar Shrimali, an Independent Director has resigned from the Board of
Directors w.e.f. 26th July, 2022.
ii. Mr . Parthasarathi Sarkar and Mr. Arpit Khandelwal, Independent Directors has been
appointed on the Board w.e.f. 26th July, 2022.
iii. Mr . Nikhil Raut, Independent director has completed his tenure of two terms and
ceased to be a director of the Company w.e.f. 1st October, 2022.
Further, in the opinion of the Board of Directors, all Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
enabling them to fulfil their duties as Independent Directors.
(b) Key managerial personnel:
During the year, no changes took place in the Key Managerial Personnel
("KMP") of the Company.
None of the Directors and Key Managerial Personnel is in any way related to each other,
except Mrs. Shehnaz D. Ali and Mr. Asad Daud who are related to each other by way of
mother-son relationship.
13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE
COMPANIES ACT, 2013:
The Company has received declaration from all the Independent Directors of the Company,
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
a) The Company continues to adopt and use the latest technologies to improve the
quality of its Services.
b) Earning and outgo in foreign exchange:
( In lakhs)
| Particulars |
2022-23 |
2021-22 |
| Foreign Earnings |
- |
- |
| Foreign Outgo |
20.09 |
71.27 |
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause(c) of sub-section 3 of section 134 of the Companies Act, 2013 It is
stated 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;
e) the directors had laid down internal financial controls followed by the company and
that such internal financial controls are adequate and were operating effectively; and
f) 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.
16. AUDITORS:
M/s. Ajay Paliwal & Co., Chartered Accountants, (ICAI FRN: 012345C) were appointed
as Statutory Auditors of the Company at the 37th Annual General Meeting held on
16th September, 2022 to hold office till the conclusion of the 42nd
Annual General Meeting of the Company to be held in the year 2027.
M/s. Ajay Paliwal & Co., Chartered Accountants have furnished written confirmation
to the effect that they are not disqualified from acting as the Statutory Auditors of the
Company in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules 2014.
17. FRAUDS AGAINST THE COMPANY:
The Auditors have not reported frauds under sub-section (12) of section 143 of the
Companies Act, 2013.
18. QUALIFICATION IN THE AUDITORS REPORT - BOARDS COMMENTS OR EXPLANATIONON:
The Auditors Report does not contain any qualification, reservation or adverse remark
or disclaimer.
19. CORPORATE GOVERNANCE:
The report on Corporate Governance as stipulated under Regulation 34(3) read with Para
C of Schedule V of the Listing Regulations is presented in separate section forming part
of this Report as Corporate Governance Report.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The matters pertaining to industry structure and developments, opportunities and
threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control
systems and adequacy, discussion on financial and operational performance are detailed in
the Report. The Management Discussion and Analysis report for the year under review and as
stipulated under the Listing Regulations is presented in a separate section, forming part
of the Annual Report.
21. CEO/CFO CERTIFICATE:
Chief executive officer and Chief financial officer compliance certificate as
stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is
presented in a separate section forming part of this Report as Annexure-C.
22. WEB-LINK OF ANNUAL RETURN:
Annual Return of the Company can be viewed at: https://satgroup.in/investor-relations/.
23. NUMBER OF MEETINGS OF THE BOARD:
During the year, Eight (8) Board Meetings were held, details of which are given in the
Corporate Governance Report. to be
24. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES
PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Annual Report.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered the transactions with related parties fall under the scope of
Section 188(1) of the Act. The information on transactions with related parties pursuant
to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 are given in Annexure-D in Form No. AOC-2 and the same forms part of this
report. The policy on Related Party Transactions as approved by the Board of Directors has
been uploaded on the Companys website: www.satgroup.in
26. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES:
The Nomination and Remuneration Committee of the Board has devised a policy for
selection and appointment of Directors, Key Managerial Personnel and Senior Management
Employees and their Remuneration i.e., Nomination and Remuneration Policy. The Committee
has formulated the criteria for determining qualifications, positive attributes and
independence of a Director, which has been placed on the Companys website, www.
satgroup.in. The policy on the above is attached as Annexure-E.
27. INDEPENDENT DIRECTORS TRAINING/ MEETING:
DuringtheyearunderreviewaseparatemeetingoftheIndependent Directors of the Company was
held on 18th March, 2023, without the presence of other Directors and members
of Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, performance of Chairperson of the Company and assessed
the quality, quantity and timelines of flow of information between the Company management
and the Board.
28. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS:
The Company has devised a policy for performance evaluation of the individual
directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance, the
individual directors as well as the evaluation of working of the Committees of the Board.
The Board performance was evaluated based on inputs received from all the Directors after
considering criteria such as Board composition and structure, effectiveness of processes
and information provided to the Board etc. A separate meeting of the Independent Directors
was also held during the year for evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that of the Chairman. The Nomination
and Remuneration Committee has also reviewed the performance of the individual directors
based on their knowledge, level of preparation and effective participation in Meetings,
understanding of their roles as directors etc.
29. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
M/s. G H V & Co., Practicing Company Secretaries (CP No. 1163 and Peer Review No.
2495/2022), to undertake the Secretarial Audit of the Company. There is no qualification,
reservation or adverse remark made in their Secretarial Audit Report submitted to the
Company. The Secretarial Audit Report is attached herewith as Annexure-F.
30. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review M/s. Aeroflex International Limited and M/s. Italica
Furniture Private Limited have merged with the Company vide NCLT Order C.P.(CAA) No.
50/MB-I/2021 In C.A.(CAA) No. 1106/MB-I/2020 dated 06th January, 2023
The Company had no Joint Venture Company and Associate Company during the financial
year under review.
Further there were no other changes in respect of the same.
31. CONSOLIDATED AUDITED FINANCIAL STATEMENTS:
Your Directors have pleasure in presenting the Consolidated Financial Statements
pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and prepared in
accordance with the applicable Accounting Standards in this regard.
The Consolidated Financial Statements along with the Independent Auditors Report
thereon is annexed and form part of this Report.
The Auditors Report does not contain any qualification, observation or adverse
comment.
32. COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the
company.
33. RISK MANAGEMENT:
TheCompanyhasarobustRiskManagementframeworktoidentify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Companys competitive advantage. The business risk
framework defines the risk identification and its management approach across the
enterprise at various levels including documentation and reporting. The framework helps in
identifying risks, trend, exposure and potential impact analysis on a Companys business.
34. INTERNAL FINANCIAL CONTROLS:
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. The Internal Audit Department monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company. Based on the report
of internal audit function, the Company undertakes corrective action in their respective
areas and thereby strengthen the controls.
35. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of your company
along with the initiative taken by it are set out in Annexure-G of this report in
the format prescribed Rules, 2014. The policy is available on the website of the in the
Companies (Corporate Social Responsibility Policy) company,
http://satgroup.in/corporatesocial-responsibility-policy/
36. VIGIL MECHANISIM/WHISTLEBLOWER:
Your Company has established a robust Vigil Mechanism for reporting of concerns through
the Whistle Blower Policy of the Company, which is in compliance of the provisions of
Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, and SEBI (LODR), Regulations, 2015. The Policy provides for framework
and process whereby concerns can be raised by its employees against any kind of
discrimination, harassment, victimization or any other unfair practice being adopted
against them. Adequate safeguards are provided against victimization to those who avail of
the mechanism, and access to the Chairman of the Audit Committee in exceptional cases is
provided to them. The details of the Whistle Blower Policy have been uploaded on the
website of the Company, www.satgroup.in
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual harassment Policy in line with the requirements
of the Sexual harassment of women at the workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as
per the requirements of the said Act to redress complaints received regarding sexual
harassment. All employees (Permanent, contractual, temporary, trainees) are covered under
this policy. No case has been reported during the year under review.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
39. ANNUAL PERFORMANCE EVALUATION:
During the year under review, pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has
carried out an Annual Performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various Committees.
A separate meeting was carried out to evaluate the performance of individual Directors,
who were evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out
by the entire Board at its meeting following the meeting of Independent Directors.
40. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Is sue of equity shares with differential rights as to dividend, voting or
otherwise.
b) Is sue of shares (including sweat equity shares) to employees of the Company under
any scheme.
c) None of the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
No significant and material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operations in future.
No application has been made by the Company nor any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end
of the Financial Year.
The details of difference between amount of valuation done at the time of one time
settlement and the valuation done while taking loan from the bank or financial institution
along with the reasons thereof is not applicable to the Company.
41. ACKNOWLEDGEMENT:
Your Directors would like to express their grateful appreciation for the assistance and
co-operation received from the shareholders, banks, Central and State Government
Authorities etc. during the year under review.
Your Directors wish to place on record their deep sense of appreciation for the devoted
services of the executives, Staff and Workers of the Company for its success.
|
|
For and on behalf of Board of Directors of |
|
|
SAT INDUSTRIES LIMITED |
| Place: Mumbai |
SHEHNAZ D ALI |
HARIKANT TURGALIA |
| Date: 25th May, 2023 |
Whole-time Director |
Whole-time Director and CFO |
|
DIN: 00185452 |
DIN: 00049544 |
+91-9892691696
