Sidh Automobiles Ltd Directors Report.

To,

The members

SIDH AUTOMOBILES LIMITED

Your Directors have pleasure in presenting 30th Annual Report together with the Audited Financial Statements along with the Report of Auditors for the financial year ended March 31st, 2016.

FINANCIAL HIGHLIGHTS

Amount (Rs. In Lacs)
Particulars Financial year ended March 31, 2016 Financial year ended March 31, 2015
Income from Operations 4.44 4.44
Other Income 5.292 0
Total Income 9.732 4.44
Depreciation 0.0679 0.0979
Total expenditure 8.559 3.31
Net Profit Before Tax & Exceptional Item 1.17 1.13
Exceptional Item 0 0
Net Profit Before Tax 1.17 1.13
Tax Expenses 8.559 3.31
Current Tax 0 0
Deferred Tax -0.013 -0.005
Profit / (Loss) after Tax 0.823 0.786

SHARE CAPITAL

During the year there has been no change in the Authorized, Subscribed and paid up share capital of the Company. The paid up share capital of the company as on 31st March 2016 was Rs. 29,623,000/- divided into 2962300 Equity Shares of Rs. 10/- each .

DIVIDEND

Due to losses incurred by Company, your Directors have considered it financially prudent not to declare any dividend. Therefore, no dividend has been recommended for the year ended March 31st, 2016.

TRANSFER OF RESERVES

The Company has not transferred any amount to reserves and surplus.

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Sidh Automobiles Limited is a company incorporated on 16th February, 1985 primarily engaged in the business of all kinds of automobiles and other related products. The company is an NBFC Company and engaged in NBFC activities . The company has focused on enhancing the NBFC business. The company is also listed with Bombay stock Exchange Limited , Delhi Stock Exchange Limited and U.P. Stock Exchange Limited. During the year under review, the Income from operations is Rs. 4.44 Lacs (Previous Year: Rs.4.44 Lacs) . The company Profit after Tax  (PAT) is Rs 0.823 Lacs as compared to a profit of Rs. 0.786 Lacs in previous year. The directors are making efforts to enhance the business activities and are hopeful for good results in the coming year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of your company during the year under review.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY

During the year under review company has no subsidiary Companies.

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.

Company has formed 3 subsidiary companies during the period from 31st March, 2016 till the date of finalization of board report :

S.NO . NAME AND ADDRESS OF THE COMPANY CIN/GLN SUBSIDIARY % of share s held Applica ble Section Date of becoming Subsidiary
1 WHOLLY ORGANIC PRIVATE LIMITED U74999DL2016PTC304220 Subsidiary 99% 2(87) 10/08/2016
2 WHOLLY JOY PRODUCTS PRIVATE LIMITED U15549DL2016PTC303410 Subsidiary 99% 2(87) 22/07/2016
3 SUNRISEBLISS ORGANICS PRIVATE LIMITED U15209DL2016PTC303305 Subsidiary 99% 2(87) 20/07/2016

Mr. Shyam lal has resigned as Company Secretary of the Company w.e.f. July 19, 2016 due to personal reasons.

DIRECTORS

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Anil Sharma will retire at the ensuing Annual General Meeting and being eligible, seek himself for re-appointment.

Non- Executive Independent Diretors:

Mr. Deepak Kumar was appointed as non Executive Independent Director by the board of directors on 12th February, 2015 and he was regularized at the Annual general Meeting held on 30th September, 2015 for a period of five consecutive years

Ms. Nivedita Bisht was appointed as non Executive Independent Director by the board of directors on 27thMay 2010 and he was regularized at the Annual general Meeting held on 30th September, 2015 for a period of five consecutive years

Mr. Hari Mohan Gupta was appointed as non Executive Independent Director by the board of directors on 15th January 2011 and he was regularized at the Annual general Meeting held on 30th September, 2015 for a period of five consecutive years

Managing Director:

Mr. Anil Sharma, Managing Director of the company duly approved and recommended by board of Directors and Nomination and remuneration Committee, re appointed for a period of 5 years w.e.f. February 12, 2015 at the Annual General Meeting held on September 30, 2015.

KEY MANAGERIAL PERSONNEL

During the year under review pursuant to Section 203 of Companies Act, 2013 Mr. Sushant Saxena was appointed as a Chief Financial Officer (CFO) of the company by the Board of Directors w.e.f. February 12, 2015.

Mr. Shyam lal has been appointed as Company Secretary of the Company w.e.f. October 01, 2015 in order to comply with Section 203 of Companies Act, 2013.

NUMBER OF BOARD MEETINGS AND ATTENDENCE BY EACH DIRECTOR

The Board of Directors of the company met Five (5) times on 01.04.2015, 29.05.2015, 14.08.2015, 14.10.2015 and 01.02.2016 during the financial Year 2015-2016. Maximum interval between any two meetings did not exceed 120 days as prescribed in Companies Act, 2013 and 1 meeting was held in every calendar Quarter in the financial year 2015-2016

DIRECTOR’S RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby state that:

i. in the preparation of Annual Accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.;

ii. 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 or loss of the Company for the year under review;

iii. 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;

iv. the Directors had prepared the Annual Accounts for the year ended 31st March, 2016 on a going concern basis.

v. 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;

vi. 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.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The company has received necessary declaration from Independent Directors of the company that he/she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. Separate exercise was carried out to evaluate the performance of Non-Independent Directors including the Board chairman who were evaluated on parameters such as Key achievements, Short term and Long term targets, Challenges faced, Implementation of Strategic decisions, organizational performance, participation and attendance in Board and Committee meetings etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Independent Directors were evaluated on the following parameters such as Attendance and participations in the Meetings and timely inputs on the minutes of the meetings, adherence to ethical standards & code of conduct of Company and disclosure of non-independence, as and when it exists and disclosure of interest, Interpersonal relations with other directors and management, Understanding of the Company and the external environment in which it operates and contribution to strategic direction, Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, are annexed herewith as "Annexure-A".

RELATED PARTY TRANSACTIONS

All related party transactions made during the financial year 2015-2016 were on arms length basis and were in the ordinary course of business. Details of related party transaction is in AOC-2 as prescribed under section 188 of companies Act, 2013 is annexed herewith as "Annexure B"

All Related Party Transactions are placed before the Audit Committee and also the Board for approval on quarterly basis, specifying the nature, value and terms & conditions of transactions

AUDITORS

The Board of Directors at its meeting held on 27th August, 2016, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) under Companies Act, 2013, appointed Messrs. Biswa Chandra Saini & Co, Chartered Accountants, (Firm Registration No: 022674N) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Messrs. SRP & Associates, Chartered Accountants, subject to the approval by the members in the 30th Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Board of Directors at its meeting held on 27th August, 2016, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of Messrs. Biswa Chandra Saini & Co as Statutory Auditors of the Company to hold office for five years, from the conclusion of the 30th Annual General Meeting, till the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2021 (subject to ratification of the appointment by the Members at every Annual General Meeting held after the 30th Annual General Meeting), at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received consent and eligibility certificate from Messrs. Biswa Chandra Saini & Co, Chartered Accountants to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 3 and 4 of the Notice for appointment and payment of remuneration to the Statutory Auditors.

SECRETARIAL AUDITOR

The Board had appointed Mr. Vineet Kumar, partner of M/s SVR & CO., Practicing Company Secretary (COP No.:14721) to conduct Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure C to this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March 2016 is annexed as Annexure D to this report for the reference of the stakeholders.

COMMENTS ON AUDITORS REPORT

There are no qualification, reservation or adverse remark or disclaimer made by the auditor in his report. There is qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in his secretarial audit report.

INTERNAL AUDITOR

The Board had appointed Mr. Sushant Saxena as Internal Auditor for the financial year ended on 31st March 2016 to conduct internal audit of the records of the company pursuant to section 138 of Companies Act, 2013.

COST AUDITOR

The Company was not required to appoint cost auditor for the financial year 2015-2016 pursuant to section 148 of Companies Act, 2013

NOMINATION & REMUNERATION COMMITTEE

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is working in accordance with the size and composition of Board/management of company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company was not required to constitute corporate social responsibility committee pursuant to section 135 of the Companies Act, 2013 during the financial year 2015-2016

DEPOSITS

The Company has not accepted/received any Deposits within the meaning of Section 73 of the Companies Act, 2013, during the financial year ended 31st March 2016. There was no outstanding public deposit as at March 31, 2016 and there were no unclaimed deposits as at March 31, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the loans, guarantees or investments given or made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

POLICIES OF COMPANY

Your company has posted the following documents on its website www.sidhgroup.in

1. Code of Conduct for Board of Directors and senior Management

2. Code of Practice and Procedures for fair Disclosure of Unpublished Price Sensitive Information.

3. Code of Fair disclosures

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

In compliance with the requirement of the Companies Act, 2013 the company has put in place risk minimization and assessment procedures. In order to effectively and efficiently manage risk and address challenges. The company has formulated Risk management policy.

The objective of Risk Management at Sidh Automobiles Limited is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise wide risk management framework is applied so that effective management of risks is an integral part of every employee’s job.

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

There are no particulars as required under section 134 of the Companies Act, 2013 read with Rule 8(3) read with Companies (Accounts) Rules, 2014 relating to conservation of energy, research & development, technology absorption during the year under review.

However there is no foreign exchange earnings and outgo for the during the financial year 2015-2016 under review.

SWEAT EQUITY SHARES AND EMPLOYEE OPTION SCHEME

The Company has not issued any sweat equity shares and employee option scheme during the year under review.

VIGIL MECHANISM

The company has established vigil mechanism for directors and employees to report genuine concern against victimization of persons and relevant whistle blower policy was prepared in the regard. The policy is also made available at the website of company.

PARTICULARS OF EMPLOYEES

In accordance with Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in receipt of remuneration exceeding the limits prescribed therein. Mr. Shyam lal has been appointed as Company Secretary of the Company w.e.f. October 01, 2015 in order to comply with Section 203 of Companies Act, 2013

Remuneration :

i. Mr. Anil Sharma, Managing Director of Company is receiving rupee twenty thousand as a monthly salary with no other allowance.

ii. Mr. Shyam Lal, Company Secretary is receiving rupees twelve thousand per month with no other benefits

iii. Mr. Shashant Saxena, Chief financial officer is receiving rupees five thousand per month with no other benefits.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

LISTING OF SHARES

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2015-16 has been paid to the Stock Exchange where the Shares of the Company are listed.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The company was not required to form "Internal Complains Committee" under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, no complaint of sexual harassment has been filed with "Local Complains Committee.

ACKNOWLEDGEMENT

We place on record our sincere appreciation to the employees of the Company at all levels for their co-operation and dedicated services. We also thank all our customers and suppliers who are always co-operative.

We also express our sincere thanks to Bankers, Financial Institutions and the Shareholders for their continued support.

By Order of the Board
For Sidh Automobiles Limited
Sd/- Sd/-
Anil Sharma Hari Mohan Gupta
Managing Director Director
DIN: 02928210 DIN: 03158551
Date: September 02, 2016
Place: New Delhi

ANNEXURE B

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis- Nil

2. Details of contracts or arrangements or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arms length basis for the year ended March 31, 2016 are as follows

(1) (2) (3) (4) (5)
S. No Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements/transacti ons Amount paid as advances, if any:
1 BECKON MARKETING PRIVATE LIMITED Rent Paid to Rs.50,000/- As per terms and conditions of Agreement and contract Nil

 

On behalf of the Board of Director
For : SIDH AUTOMOBILES LIMITED
Sd/- Sd/-
Place: New Delhi ANIL SHARMA HARI MOHAN GUPTA
Date: September 02, 2016 Managing Director Director
DIN: 02928210 DIN: 03158551

Annexure-IV to Director Report for the year ended 31st March, 2016

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

FUTURES PROSPECTS

The management of the Company cautions the Readers that this management discussion and analysis report is only future prospects and not confirmation. The statement/future prospects involve risks and uncertainties. The actual results may be varying from future prospects. NBFCs have proven their mettle in many other specialized financial services such as factoring, lease finance, venture capital finance, financing road transport and also in the business of securities-based lending such as Loan against Shares, Margin Funding, IPO Financing, Promoter Funding etc. They have also been providing a major boost to Micro, Small and Medium enterprises and other avenues where banks exercise cautious lending. All the above factors further emphasize the potential and opportunities in store for NBFCs and the regulations when designed to provide the right environment, provides impetus to the growth of the sector. The Company hence wishes to diversify its lending activities in the coming period and shall embark on this path and move forward once the existing investments, which are at an incubating stage begin to bear fruits.

COMPANY BUSINESS

The company is NBFC Company, which is doing the business of financing and investment such as NBFC Company. The company has knowledge of business i.e. NBFC which is core business of the company. The company is trying to improve/spread the business of the company throughout the India.

BUSINESS OVERVIEW

The Revenue from operation during the year 2015-16 is Rs. 444,000 as compared to Rs. 444,000 in the previous year. The financial highlights are as under: -

Particulars Financial year ended March 31, 2016
(in Lakh)
Income from Operations 4.44
Net Profit Before Tax 1.17
Tax Expenses 8.559
Current Tax 0
Deferred Tax -0.013
Profit / (Loss) after Tax 0.823

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Companys audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective. The CEO and CFO certification provided in the CEO and CFO certification section of the annual report discusses the adequacy of our internal control systems and procedures. Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. The Management ensures adherence to all internal control policies and procedures as well as compliance with regulatory guidelines. The audit committee of the Board of Directors reviews the adequacy of internal controls. This improved the management of the affairs of the Company and strengthened transparency and accountability.

SEGMENT REPORTING

The company is not engaged in more than one Business segment and hence segment reporting is not applicable.

OUTLOOK

Dedicated focused approach of the company helped in such a way that is giving the revenue growth over the year again and again and which is continuing in FY 2015-16 also. The company is having a deep impact on outsiders about the future aspects or growth. Company decides to continue to focus on core business and delivering superior financial performance and also will try to keep the relation with outsider as wider as possible. We will continue to focus on delivering superior financial performance, innovation and industry leadership in our chosen verticals. We expect our relationship with our clients to become more strategic for each other.

MATERIAL DEVELOPMENTS IN HUMAN RESIURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The industrial relation is very cordial and peaceful. The implementation of Corporate Governance in the Company showing various measures to provides more scope for development of human resource thereby allowing the employee better opportunities to achieve higher performance and efficiency in their respective assignments and employment.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The management of the company has discussed the financial of the company during the year, which is lower down in the current year. The matter is serious concern for management and it is decide to overcome from the situation and of loss and make the company a wealthy and profit making entity.

RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the Company’s principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts.

CAUTIONARY STATEMENT

Statement in this Management’s Discussion and Analysis detailing the Company’s objectives, projections, estimates, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and

Indian demand-supply conditions, finished goods prices, feedstock availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations.

STRATEGY

As like the other business Enterprises Company is also having strategy for same strategy for expansion of business by providing investment, financing etc. to the corporate.

STRENGTHS & OPPORTUNITIES

Over the last few years, the sector has seen rise in the number of large players which are backed by corporate houses / private equity investors who wish to participate in the credit growth of the country but faced stringent regulations and high entry barriers in Indian banking sector. Many of the large corporate houses and banks have also diversified into lending and lending related businesses focusing into niche segments. However, with a rise in number of players, the competition in sector has intensified and impact of stiff competition in the long needs to be observed. NBFCs faces high competition from public sector, private sector and foreign banks competing in similar markets.

LEADERSHIP AND CORPORATE GOVERNANCE

Sidh Automobiles has a competent and Professional Board of Directors. The company believes in good corporate governance and follows all the rules, regulations, law prescribed by the applicable law for the time being such as Corporate Law, Listing Agreement with Stock Exchange etc.

RISKS AND CONCERNS

The NBFC industry in general faces the risk of re-entry and new entry of players and existence of several unorganized regional players increasing the competition which mainly affects the asset quality. This is further characterized by captive NBFCs floated by other business houses. The ever existing systemic and delinquency risks and fluctuations in interest rates and risk weight make the companies more vulnerable. Deployment of funds in sensitive and volatile sectors increases the risk exposure while concentration risk increases dependency.

Sd/- Sd/-
Place: New Delhi ANIL SHARMA HARI MOHAN GUPTA
Date: September 02, 2016 Managing Director Director
DIN: 02928210 DIN: 03158551