To The Members:
Your Directors have pleasure in submitting the Fortieth Annual Report of the Company
together with the audited Annual Accounts showing the financial position of the Company
for the year ended on 31st March 2023.
Management Discussion & Analysis i) Industry structure and development: The company
is a Non-Systemically Important Non-Deposit taking Non-Banking Finance Company (NBFC)
registered with Reserve Bank of India Act, 1934. The company is engaged in investments and
finance. ii) Opportunities & Threats: The Company keeps a close watch on the trends in
industry for making investments and giving loans in accordance with its size of operations
considering the possible threats including external ongoing factors. iii) Segment-wise or
product-wise performance: The Company operates only in the segment of finance and
investment and as such there is no reportable segments wise or product wise performance.
iv) Outlook The Company being engaged in investment and finance business faces challenges
and opportunities in the capital and finance market. There are challenges in interest
rates movement and volatility in stock market. The interest rate hikes may peak out in
2023. The volatility in stock indices represents both an opportunity and challenge for the
Company. The company continues to see movements in the market and uses periods of weakness
as investment opportunities for long term. v) Risks and concerns: The Company has exposure
in shares, securities, properties, loans & advances and any adverse development in
stock market and industry will have an impact on the Companys performance.
vi) Internal control systems and their adequacy: The Company has adequate internal control
systems commensurate for its limited operations. The Company has appointed Internal
Auditors to observe the Internal Controls, and to assess that the workflow of the
organization is being done through the approved policies of the Company. The observations
of internal auditors are considered by the Audit Committee of the Board. vii) Financial
& Operational performance The Financial and Operational performance during the year
was as under:
|
Rupees in Lakhs |
| Gross Income |
68.18 |
| Gross Operating Profit |
45.95 |
| Provision for Taxation |
3.34 |
| Profit After Tax |
42.61 |
Dividend and Transfer to Reserves
Your Directors do not recommend any dividend for the year ended on 31st
March 2023. An amount of Rs. One Lac has been transferred from surplus balance in
Statement of Profit and Loss to general reserve during the year. An amount of Rs. Nine
Lakhs has been classified as special reserve as per RBI guidelines.
Directors and Key Managerial Personnel
Ms. Sneha A. Tulsyan retires from the Board by rotation and being eligible, offers
herself for re-appointment as director at the ensuing Annual General Meeting of the
Company. At the said board meeting the reappointment of Mr. Mukesh Sarswat as Independent
Director for another term of five years shall also be placed for consideration of
shareholders.
During the year five board meetings were convened and held.
The Independent Directors of the company have given declarations under Section 149(7)
of the act that they meet the criteria of independence as provided under Section 149(6) of
the Act. Apart from sitting fees paid to the independent directors no other remuneration
is paid to directors. Commensurate with the limited size of operations of the company the
Board h as, on recommendation of Nomination and Remuneration Committee - i) Framed a
policy for selection and appointment of Directors and Senior Management and their
remuneration. As per companys policy the independent director should possess fair professional
qualification, sound ethics and attributes, and should meet the criteria of independence.
ii) Adopted a framework for performance evaluation of the Board, its Committees,
individual directors and chairperson through a survey questionnaire. The survey
questionnaire broadly covers various aspects of board functioning, composition of the
Board and its committees, culture, execution and performance of specific duties,
obligation and governance.
NBFC Activities
The Company is classified as an Investment and Credit Company (NBFC-ICC) as per RBI
guidelines. The Company is not accepting/holding public deposits and as such no amount on
account of principal or interest on public deposit was outstanding on the date of balance
sheet.
Particulars of Loans, Guarantees or Investment
The Company being an NBFC registered with Reserve Bank of India, the provisions of
section 186 of The Companies Act, 2013 are not applicable to it.
Audit Committee
The Company has constituted an audit committee with Mr. S Rathi, Mr. Mukesh Sarswat and
Mr. A. Tulsyan as members.All recommendations of the audit committee have been accepted by
the board.
Directors Responsibility Statement
To the best of their knowledge and belief, and according to the information and
explanations obtained, your Directors make the following statements in terms of Section
134(3)(C) of the act: a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations relating to
material departures. b. That the directors have 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. That the
directors have 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. That the
directors have prepared the annual accounts on a going concern basis. e. That the
directors have laid down internal financial controls to be followed by the company and
that such internal financial controls were adequate and operating effectively. f. That the
directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Related Party Transactions
Related party transactions were on arms length basis and were in the ordinary course of the business.
Details of the transactions with Related Parties are provided in the accompanying
financial statements. There was no transaction during the year which would require to be
reported in Form AOC.2.
Statutory Auditors
M/s. Patel Shah & Joshi, Chartered Accountants, are the statutory auditors of the
company. There are no qualifications, reservations or adverse remarks or disclaimers made
by Statutory Auditors in their Report on the financial statements for the period.
Secretarial Auditors
Priyanka Borana, the secretarial auditors, has given a Secretarial Audit Report in form
MR3 for the p eriod. There are no qualifications, reservations or adverse remarks or
disclaimers made by her in the Report. Risk Management Policy
Commensurate with its limited size of operations the Company is keeping a close watch
on the trends in industry for lending of funds and making investments. It is also
considering the possible threats due to external factors.
Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
Number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year NIL, Number of shareholders who approached listed entity for
transfer of shares from suspense account during the year NIL, Number of shareholders to
whom shares were transferred from suspense account during the year NIL, Aggregate number
of shareholders and the outstanding shares in the suspense account lying at the end of the
year NIL. Declaration that the voting rights on shares in the suspense account shall
remain frozen till the rightful owner of such shares claims the shares Not Applicable
Corporate Social Responsibility
It is your companys belief that its primary goal is to fulfill responsibility towards
all its constituents i.e., shareholders, customers, government, regulatory bodies, etc.
The company maintains fair and ethical practices in its dealings as part of its social
responsibility. Further provisions of section 135 of the act and submission of corporate
governance report are not applicable to the company.
Vigil Mechanism/Whistle Blower Policy
Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure
environment and encourage employees to report unethical, unlawful, or improper practices,
acts activities and to prohibit any adverse action against those who report such practices
in good faith. The Whistle-Blower Policy is disclosed on the website of the Company.
Annual Return
As per Section 92 of the Companies Act, 2013, the copy of annual return of the company
has been placed on the website of the company and can be accessed at www.sitaenterprises.com.
Subsidiaries, Associates and Joint Ventures
The company does not have any subsidiary or joint venture. The company has an associate
company namely - Bombay Mercantile & Leasing Company Ltd. The accounts of this
associate concern have not been consolidated with that of the company as there is no
requirement for the same as p er provisions of Accounting Standard - Ind (AS) 28. for the
reasons mentioned in the prescribed form AOC I, annexed separately.
Other Information
The disclosure under Section 197 of the Companies Act, 2013 has been annexed to this
report. The company has no employee of the category specified in Section 197(12) of the
Act. The Company has not consumed any significant quantity of energy; therefore, no
comments are made on conservation of energy and technology absorption. There has been no
foreign exchange income/outflow during the year under review. The provision of cost audit
is not applicable to the Company. The company prepares its financial statements as per
Indian Accounting Standard (IndAS). Secretarial Standards issued by The Institute of
Company Secretaries of India, applicable to the company are complied with. The shares of
the company are listed at BSE Limited (Bombay Stock Exchange). The company has paid the
due listing fees to the exchange. There have been no other material changes and
commitments, if any, affecting the financial position of the company, which have occurred
between the end of the financial year and date of the report. During the year - there has
been no change in nature of business conducted by the company, there has been no change in
share capital, no share has been transferred in suspense account, no fraud has been
reported to the audit committee, no order or penalty was passed against the company by any
authority. The company has adopted adequate measures for prevention of insider trading.
The Company has the Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee. The Company has in place internal financial control systems,
commensurate with the size and complexity of its operations, to ensure proper recording of
financial and monitoring of operational effectiveness and compliance of various regulatory
and statutory requirements. The company is following the g u idelines of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There
have been no cases reported during the year. The Company is giving effect to various
compliances applicable to it and adopting policies commensurate with its limited size of
operations. The board places on record its appreciation for the continued orsupport and
cooperation extended by employees, customers, bankers, and all other constituents.
On behalf of the Board
| Mumbai, 28th August,2023 |
A. Tulsyan |
S. Tulsyan |
|
Director |
Director |
|
DIN:00353156 |
DIN:00659808 |
Annexure to the Directors Report
Information under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(i) The Ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2022-2023[Not Applicable Please see note
Below.]
(ii) The percentage increase in remuneration of each Director, Managing Director &
Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company in
the financial year 2022-23. Mr. V.K.Vora- Chief Financial Officer (increase) 5.49%,
Company Secretary (decrease) 4.16%. (iii) The percentage increase / decrease in the median
remuneration of employees in the financial year 2022-23 (Decrease) 4.16% (iv) The number
of permanent employees on the rolls of Company- Four (v) The explanation on the
relationship between average increase / decrease in remuneration and Company performance
(Profit before tax decreases by 29.19%). The overall decrease in remuneration was 5.03%.
(vi) Comparison of the remuneration of the Key managerial Personnel against the
performance of the Company. [Not Applicable Please see note Below.]
(vii) Variations in the market capitalization of the Company, price earnings ratio as
at the closing date of the current financial year and previous financial year and
percentage increase or decrease in the market quotations of the shares of the Company in
comparison to the rate at which the Company came out with the last public offer. Market
Capital as on 31-03-2022was Rs.3363.60 Lakhs and as on 31-03-2023 was Rs.476.70Lakhs. EPS
as on 31-03-2022was Rs.2.00 and as on 31-03-2023was Rs.1.42. The last public offer for
equity shares of the company was an offer for sale made in 1994-95 for 7.5 Lakhs equity
shares of Rs. 10/- each at par. The market quotation (BSE Closing price of a single equity share of company
as on 31-03-2023 was Rs. 15.89 representing a 31.10% increase from the closing price as on
31-03-2022. (viii) Average percentiles increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration.
[Not Applicable Please see note below.] (ix) The comparison of each remuneration of Key
Managerial Personnel against the performance of the Company during the Financial Year
2022-2023 is as: [The amount paid to key managerial personnel during the year was 8.13% of
total gross revenue and 13% of profit after tax.]
(x) The key parameters for any variable component of remuneration availed by the
Directors. [Not Applicable Please see note Below.]
(xi) The ratio of the remuneration of the highest paid Director to that of the
employees who are not Directors but receive remuneration in excess of the highest paid
Director during the year. [Not Applicable Please see note Below.] (xii) Affirmation that
the remuneration is as per the Remuneration Policy of the Company.
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs,
Senior Management and other employees of the Company is as per the Remuneration Policy of
the Company. [Not Applicable Please see note Below.]
NOTES
Apart from sitting fees of Rs.60,000/- paid to independent directors no remuneration
was paid to directors. Payments to Key Managerial Personnel (KMP) Rs.1,80,000/- to Company
Secretary and Rs. 3,73,715/- to CFO. The company maintains the minimum number of employees
for day-to-day affairs and this remuneration is in line with the basic needs. Clause no.
i, vi, viii, x, xi, xii are not applicable / relevant / material. There are no employees
in the company covered by provisions of section 197(12) of the Companies Act, 2013 read
with rule 5 (2) 7 5 (3) of the companies (Appointment and remuneration of managerial
personnel) Rules, 2014 for which particulars are required to be furnished.
| Mumbai, 28th August, 2023 |
A. Tulsyan |
S. Tulsyan |
|
Director |
Director |
|
DIN: 00353156 |
DIN :00659808 |
+91-9892691696
