Sirohia & Sons Ltd Directors Report.

Dear Shareholders,

The Directors of Sirohia & Sons Limited are pleased to present to you the 29th Annual Report, along with the audited accounts, for the financial year ended March 31, 2019.

Financial Performance

The summarized results of your Company are given in the table below:

Financial Year ended
Particulars Standalone
31/03/2019 31/03/2018
Total Income 3,43,25,421.78 2,73,30,015.95
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 3,13,18,043.62 16,75,317.11
Finance Charges 4,008.00 12,324.00
Depreciation 2,40,983.00 2,56,156.00
Prior Period Items - -
Profit after prior period items 3,10,73,052.62 14,06,837.11
Tax Expense 83,39,142.00 4,75,666.00
Net Profit/(Loss) 2,27,33,910.62 9,31,171.11

Summary of Operations

During the year, looking at the market conditions, your Company did not carry out its regular business activity. However, the company still had one of its most profitable years as it sold one of its investments at a very good price. The income stood at Rs 3.43 cr. The ratio of Net Profit to total income was a whopping 66.23%, as compared to 3.41% in the previous year.

Transfer to reserves

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity share for FY 2018-19.

Share Capital

The paid up Equity Share Capital as on 31st March, 2019 was Rs 10.26 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Deposits

During the year, the Company has not accepted any deposits under the Companies Act, 2013. ("Act")

Change in nature of business, if any

There is no change in the nature of business of the Company during the year under review

Meetings

Four Board Meetings were held during the year under review.

Details of the Board Meetings held during the year are as under:

Date of Board Meeting Board Strength Number of Directors Present
26th May, 2018 8 8
20th August, 2018 7 7
29th October, 2018 5 5
11th February, 2019 5 5

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Retirement:

Mr. Rajat Sirohia & Mr. Jitendra Sirohia, retire by rotation and are eligible for re-appointment.

During the year under review, the non-executive directors had no pecuniary relationships or transaction with the company.

The company had Independent Directors in the FY 18-19. However, currently the Board does not have any Independent Directors. The company is searching for Independent Directors, to be appointed to the company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons are the Key Managerial Personnel ("KMP") of the Company

Mr Rajat Sirohia, Whole-time Director
Mr Rakesh Sirohia, Managing Director
Mr Jitendra Sirohia, Chief Financial Officer

Remuneration and other details of the KMP for the year ended 31 March, 2019 are mentioned in the extract of the Annual Return which forms part of this report.

Declaration by Independent Directors

In compliance with section 149(7) of the Act, all Independent Directors had given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the FY 2018-19.

Internal Controls Systems And Adequacy

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Boards Report.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm 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 proper Internal Financial Controls ("IFC") and such internal financial controls are adequate and were operating effectively;

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.

Directors appointment & remuneration policy

The Company has the policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act The Board of Directors of the Company has in accordance with the requirements of Section 178 of the Companies Act, 2013, constituted a Nomination and Remuneration Committee. The role of committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

Board Evaluation

In Line with the requirements of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a meeting of the Independent Directors of the Company was held on 26th May, 2018, wherein the performance of the non - independent directors including chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC") evaluated the effectiveness of its functioning and that of the Committees and the individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

Internal Financial Control

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of Audit Committee. The Statutory Auditor has also commented on the internal control on financial reporting in their report.

Audit Committee

The Audit Committee comprises of 3 (Three). All recommendations made by the Audit Committee were accepted by the Board during FY 2018-19.

Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company. (Annexure - A)

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT -9 (Annexure - B) as per provisions of the Companies Act, 2013 and rules framed there under are annexed to this Report.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements

Related Party Transactions

All related party transactions entered into during FY 2018-19 were on arms length basis and also in the ordinary course of business. No related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during FY 2018-19, except those reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a yearly / quarterly basis for the transactions which were foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis. The statement was supported by a Certificate duly signed by the Managing Director and the Chief Financial Officer.

In view of the above, the disclosures required under the Act in in Form AOC-2 is not applicable for the year 2018-19. None of the Directors or KMP has any pecuniary relationships or transactions vis--vis the Company during FY 2018-19.

Significant material orders passed by Regulators / Courts etc.

There were no significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and companys operations in future.

There were also no material changes and commitments occurred after the closure of the year till the date of this report, which affect the financial position of the company.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear as separate items in the notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

(i) the steps taken or impact on conservation of energy Not Applicable
(ii) the steps taken by the Company for utilizing alternate sources of energy Not Applicable
(iii) the capital Investment on energy conservation equipments Not Applicable

(b) Technology absorption

(i) the efforts made towards technology absorption Not Applicable
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable
(a) the details of technology imported Not Applicable
(b) the year of import; Not Applicable
(c) whether the technology been fully absorbed Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable
(iv) the expenditure Incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

During the year, no foreign exchange transaction has been made.

Particulars of Employees

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 annexed to this Report (Annexure - C). In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the details are excluded in the report sent to members. The required information is available for inspection at the registered office and the same shall be furnished on request.

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, in the last AGM held on 25th September, 2018, M/s. RSVA & Co, Chartered Accountants have been appointed Statutory Auditors of the Company till the conclusion of Annual General Meeting to be held in 2021, Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. RSVA & Co. Statutory Auditors, in their audit report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Agarwal A & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31 March, 2019. The Secretarial Audit Report is annexed (Annexure- D) herewith as to this report.

Prevention of Sexual Harassment at Workplace

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Following is a summary of sexual harassment complaints received and disposed of during the year 2018-19:- – No. of complaints received – NIL – No. of complaints disposed of – NIL

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board For and on behalf of the Board
Sirohia & Sons Limited Sirohia & Sons Limited
Sd/- Sd/-
(Managing Director) (Whole Time Director)
Rakesh Sirohia Rajat Sirohia
Date : 29/05/2019
Place : Kolkata