Satyam Silk Mills Ltd Directors Report.

TO THE MEMBERS,

SATYAM SILK MILLS LIMITED

Your Directors have pleasure in submitting their 38th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch, 2021.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures are given hereunder:

(Audited)

(Amount in Rs. )

Particulars Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
Total Revenue 3,08,002 5,75,898
Profit before Interest, Tax & Depreciation (29,06,976) (28,70,658)
Less: Depreciation 902 954
Profit before Tax (29,07,878) (28,71,612)
Profit before Tax after Extraordinary Items (29,07,878) (28,71,612)
Less: Provision for Income Tax
i) Current Tax - -
ii) Deferred Tax 3,77,540 -
iii) Mat Credit - -
iv) Exceptional Item - -
Net Profit/ (Loss) (32,85,419) (28,71,612)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Total Income for the financial year 2020-2021 is Rs. 3,08,002 and the total income of the Previous financial year 2019-2020 was Rs. 5,75,898. During the Year, the Company was in loss of Rs. 32,85,419 against the loss of previous year of Rs. 28,71,612. However, the Board is confident that Company will be able to generate profit in near future.

3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS

The Company is presently engaged in activities of investment in shares and securities and renting of immovable properties.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

5. DIVIDEND

No Dividend is being proposed for the current financial year.

6. CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been no any change in the paid Capital of the Company. The paid-up capital of the Company stood at 7,35,000 Equity Shares of Rs. 10/- each.

However, the Board of Directors of your Company in its meeting held on 27th July, 2021 proposed to reclassify and increase the Authorised Share Capital of the Company as follows:

i) The existing Authorized Share Capital of the Company i.e. Rs. 1,00,00,000 (Rupees One Crore) divided into 8,00,000 (Eight Lacs) Equity Shares of Rs. 10/- each and 20,000 Preference Shares of Rs. 100 each be and is hereby reclassified to Rs. 1,00,00,000 (Rupees One Crore) comprising of 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/- each, after cancelling the existing unissued preference share Capital comprising of 20,000 Preference Shares of Rs. 100 each.

ii) The existing Authorised Share Capital of the Company be and is hereby increased by Rs. 3,80,00,000/- (Rupees Three Crores Eighty Lakhs) i.e., from Rs. 1,00,00,000/- (Rupees One Crore) to Rs. 4,80,00,000 (Rupees Four Crores Eighty Lakhs) comprising of 48,00,000 (Forty Eight Lakhs) equity shares of face value of Rs. 10/- each.

7. TRANSFER TO GENERAL RESERVE

During the year under review, your directors have not transferred any amount to general reserves for the financial year 2020-21.

8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act, 2013, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

During the year under review, there has been no any unclaimed deposit/dividend remaining to transfer.

9. PUBLIC DEPOSITS

During the Financial Year 2020-21, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended upto date.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN: 07167937), Director, retires at this Annual General Meeting and being eligible offers herself for reappointment.

The Board of Directors of the Company at its meeting held on the 7th May, 2021 appointed Ms. Disha Rajkumar Jain (DIN: 07716625), as an Additional (Non-Executive Independent) Director with effect from the said date. Pursuant to the provision of the section 161 of the Companies Act 2013, Ms. Disha Rajkumar Jain (DIN: 07716625), holds office upto the date of this Annual General meeting of the Company. A notice has been received from her proposing her candidature for the office of Director of the Company.

Ms. Disha Rajkumar Jain (DIN: 07716625), have given the declaration to the Board that she meet the criteria of the Independence as provided in section 149(6) of the Companies Act, 2013. In the opinion of the board, he fulfill the conditions as specified in the Act, and Rules made thereunder for appointment as an Independent Director.

The Board of Directors had resolved that Mr. Nikunj Hasmukh Shah (DIN: 00597216), whose 1st Term as an Independent director had expired on 30.03.2020 and has been appointed as an Independent Director of the Company for further period of 5 years (2nd Term). As per the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”). The Company has received a notice in writing under Section 160(1) of the Act proposing his name as a Director.

Mr. Nikunj Hasmukh Shah (DIN: 00597216) have given the declaration to the Board that he meet the criteria of the Independence as provided in section 149(6) of the Companies Act, 2013. In the opinion of the board, he fulfill the conditions as specified in the Act, and Rules made thereunder for appointment as an Independent Director.

All the Directors possess the requisite qualifications and experience in general corporate Management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

The Composition of the Board of Directors as on March 31, 2021 as follows:

Name Category Designation Date of appointment Directorship in other Listed Companies Chairmanship of Committees of Board of other Companies Membership of Committees of Boards of other companies
Mr. Raj Kumar Hari Prasad Sarawgi Executive and Non Independent Director Whole Time Director 14th October, 2005 - - -
Ms. Deepa RupeshBhavar Non Executive and Non Independent Director Non Executive Director 29th May, 2015 3 - 3
Ms. Disha Rajkumar Jain Non Executive and Independent Director Independent Director 7th May, 2021 - - -
Mr. Nikunj Hasmukh Shah Non Executive and Independent Director Independent Director 31st March, 2015 3 3 3

11. KEY MANAGERIAL PERSONNEL(S) (KMP)

Pursuant to Section 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, In addition to Managing Director, the Company has employed the Company Secretary and Chief Financial Officer of the Company as Key Managerial Personnel.

Following were the KMP during the Financial Year ended 31st March, 2021

Name and designation Date of Change
Ms. Apoorva Jain Company Secretary and Compliance officer -
Mr. Mahesh Vijay Kachwal Sharma Chief Financial officer -

12. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director as on date:

Audit Committee

Nomination & Remuneration Committee Stakeholder Relationship Committee

Details of all the above Committees of the Board are as follows;-

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee of your Company comprises of the following members:-

Name of Member Category Designation
Mr. Nikunj Hasmukh Shah Independent Director Chairman
Ms. Disha Rajkumar Jain Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent Directors. Members of the Audit Committee possess financial/accounting expertise/ exposure.

During the year under review, there was no such recommendation of the Audit Committee which was not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013, which amongst others is responsible for identifying and recommending persons who are qualified to become directors or appointed as part of senior management of the Company and laying down remuneration policy.

The Nomination and Remuneration Committee of your Company comprises of the following Directors as members:-

Name of Member Category Designation
Mr. Nikunj Hasmukh Shah Independent Director Chairman
Ms. Disha Rajkumar Jain Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the shareholders.

The Stakeholder Relationship Committee of your Company comprises of the following Directors as members:-

Name of Member Category Designation
Mr. Nikunj Hasmukh Shah Independent Director Chairman
Ms. Disha Rajkumar Jain Independent Director Member
Mrs. Deepa Rupesh Bhavsar Non Executive and Non Independent Director Member

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent Directors.

13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED DURING THE YEAR.

During the financial year 2020-21, No independent Director was appointed. However, The Board of Directors has considered the integrity, expertise and experience (including the proficiency) of Mr. Disha Rajkumar Jain (DIN: 07716625) who was appointed as an Independent Director in its meeting held on 7th May, 2021.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(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.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is given separately forming part of this Annual Report.

16. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of the Company is less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not applicable on the Company in terms of Securities and Exchange Board of India (Listing Obligation and Disclosure requirement) Regulations, 2015.

17. AUDITORS

(i) Statutory Auditors

M/s. Joy Dalia & Co, Chartered Accountants Mumbai (ICAI Registration No. 104460W), existing Statutory Auditors have tendered their resignation from the position of Statutory Auditors on 15th June, 2021 due to their pre-occupation, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act"). Accordingly, the Audit Committee, the Board of Directors of the Company have recommended that M/s. SVP & Associates, Chartered Accountants, (ICAI Registration no. 003838N), Mumbai may be appointed as the Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. Joy Dalia & Co, Chartered Accountants Mumbai.

M/s. SVP & Associates, Chartered Accountants (ICAI Registration no. 003838N) have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members. None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution. Further, the Audit Committee, the Board of Directors of the Company recommended that M/s. SVP & Associates, Chartered Accountants, (ICAI Registration no. 003838N), Mumbai may also be appointed as the Statutory Auditor of the Company for a period of 5 (Five) years, from the conclusion of this Annual General Meeting till the conclusion of the 43rd Annual General Meeting hereafter. M/s. SVP & Associates have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Harshad Pusalkar prop of M/s Pusalkar & Co., Practicing Company Secretary (Firm Unique Code S2020MH771800) was appointed as Secretarial Auditor by the Board of Directors for the financial year 2020-21 and his report is attached separately to this report. The Board ensures the Compliances with respect to observation mentioned in the report in the future.

18. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act, 2013 and rules framed thereunder, your Company has appointed M/s. S. Sharda & Associates, Chartered Accountants as an Internal Auditors of the Company for the Financial year 2020-21 and takes their suggestions and recommendations to improve and strengthen the Internal Control Systems.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

20. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1 and SS2} respectively relating to meetings of Board and Committees which have mandatory applications.

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

a) Impact of COVID-19 on Operations of Business

Due to the impact of COVID19 and in accordance with various initiatives and directions of both central and State(s) Government from time to time including Janta Curfew and subsequent nationwide lock down, the operations of the Company were suspended at its office from March 22, 2020, which has impacted a bit the operations of the Company during the financial year 2020-21.

b) Material Impact of COVID-19 on Capital and Financial Position

As regards financial resources, the financial aid, if received would definitely help us to survive in near future. This will affect the profitability for the year 2021-22 which is at lower level due to the impact of COVID-19 lockdown. None of our Assets got impaired due to COVID -19 effects till date.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption is not applicable to the Company as the Company is not involved in any manufacturing processing.

The Company mainly engaged in the renting and investment activities. Foreign exchange earnings and outgo of the Company are Nil during the financial year 2020- 21.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Disclosure in Form AOC 2 is furnished as an annexure to this report with respect to contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification, reservation or adverse remarks made by the either by the Auditors.

27. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the appointment and payment of remuneration to directors and KMPs. The said policy is available on website www.satyamsilkmill.com.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies(Management and Administration) Rules, 2014, the relevant extract of the Annual Return as at 31st March, 2021 is set out as an Annexure to this Report. The Extract of Annual Return for the Financial Year ended 31st March, 2021 is also available on the Companys website www.satyamsilkmill.com.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 5 (Five) Board meetings during the financial year under review.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the financial year 2020-21.

31. DECLARATION OF INDEPENDENT DIRECTORS

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 an Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

32. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present, the Company has not identified any element of risk which may threaten the existence of the Company.

33. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the Audit committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee for reporting issues concerning the interests of co employees and the Company. The Whistle Blower Policy is available on the website of the company viz., www.satyamsilkmill.com.

34. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

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

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

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

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

37. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the premises of the Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In view of the same, your Company has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, your Company has not received any complaint from any of its employee, hence, no complaint is outstanding for redressal.

39. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairman of the Board.

The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

40. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailed understanding of the activities of the company including specific projects either at the meeting of the Board of Directors or otherwise. The induction process is designed to build an understanding of the companys business and the markets to equip the Directors to perform their role on the Board effectively. Independent Directors are also taken through various business situations, nature of the industry, business model etc by way of presentations and discussions. The details of directors induction and familiarisation are available on the companys website at www.satyamsilkmill.com.

41. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.