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Sai Capital Ltd.

BSE: 531931 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Sai Capital Ltd. (SAICAPITAL) - Director Report

Company director report

To the Shareholders of Sai Capital Limited

The Board of Directors take pleasure in presenting the 21st Annual Report of yourCompany on the business and operations of the Company together with the Audited Statementof Accounts for the financial year ended March 31 2016 and Auditor's Report thereon.

FINANCIAL HIGHLIGHTS:

The Profit & Loss Account of your Company on standalone basis shows a loss of Rs.0.13 lacs. The financial highlights for the year ended on March 31 2016 are as under:

(Rs. In Lacs)
Particulars Year Ended Mar 312016 Year Ended Mar 312015
Total Income 8.32 (7.49)
Profit/(Loss) before Depreciation and Tax (0.13) (13.22)
Depreciation 0.00 0.00
Profit/(Loss) before Tax (0.13) (13.22)
Provision for Tax .0.00 0.00
Net Profit /loss (0.13) (13.22)
Profit(+)/ Loss(-)brought forward (312.80) (299.58)
Accumulated Loss (313.93) (312.80)

OPERATIONAL PERFORMANCE:

During the financial year 2015-16 the Company has incurred loss of Rs.0.13 lacs asagainst a net loss of Rs.13.22 lacs in the previous year. The Directors are optimisticabout the future performance of the Company. The performance of your Company remainedstagnant during the year due to paucity of resources. Efforts are being made to augment ofthe working capital of the Company. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A" - -

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

i) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS:

In accordance with various provisions of the Companies Act 2013 M/s. A K G & Co.Chartered Accountants Statutory Auditors of the Company retire at the conclusion of theforthcoming Annual General Meeting and being eligible offer themselves forre-appointment. The Company has received confirmation from M/s. A K G & Co. to theeffect that their appointment I made would be within the prescribed limit under theprovisions of the Companies Act 2013.

AUDITORS OBSERVATIONS:

The Auditor's Report does not contain any qualifications reservations or adverseremarks.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. A. K. Popli Company Secretary (CP No. 2544) of M/s. AAA & AssociatesCompany Secretaries to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The Secretarial Audit Report is attached as "AnnexureB"

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place an adequate system of Internal Controls which aremonitored on a regular basis commensurate with the nature of its business. All activitiesare monitored to prevent any unauthorised transactions or misuse of any assets. The AuditCommittee of the Board oversees and reviews the adequacy of internal controls at regularintervals. The Company has put in place a whistle blower policy. The Company has appointedM/s. Goyal & Goyal Chartered Accountants as Internal Auditors for the Financial Year2016-18. -

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as"Annexure C" to the Board's report. No related party.

PUBLIC DEPOSITS:

Pursuant to the provision of Chapter V of the Companies Act 2013 the Company has notaccepted any deposits from the public during the Financial Year 2015-16 and that there isno outstanding balance of such public deposit as at March 31 2016.

CODE OF CONDUCT:

The Board of Directors has prescribed a Code of Conduct for all Members of the Boardand Senior Management of the Company details of which are given in the CorporateGovernance Report.

NUMBER OF BOARD MEETINGS:

Four (4) Board Meetings were held during the year the details of which are givenunder Corporate Governance Report.

TRANSFER TO RESERVES:

Due to accumulated loss the Company has not transferred any amount to reserves.

DIVIDEND

Due to inadequacy of Profits your Directors do not recommend any Dividend for theFinancial Year ended on March 31 2016.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

During the year there are no material changes required to disclosed according tosection 134(3)(l) of Companies Act 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

Pursuant to Section 134 (3) (m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014

Particulars Current Year Previous Year
b 2014-2015
A Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 & S.E.B.I. ListingRegulations the Company has put in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. These are discussed regularly at the meetings of the Audit Committee andthe Board of Directors of the Company.

BOARD EVALUATION

S.E.B.I. Listing Regulations mandate that the Board of Directors shall review andmonitor the Board evaluation framework. The Companies Act 2013 states that a formalannual evaluation needs to be made by the Board of its own performance and that of itsCommittees and the individual Directors. Schedule IV of the Companies Act 2013 prescribesthat the performance evaluation of Independent Directors shall be done by the entire Boardof Directors excluding the Director being evaluated. The evaluation of the Board ofDirectors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board.

DIRECTORS

Articles of Association of the Company provide that at least two-third of the Directorsshall be subject to retirement by rotation. One-third of these retiring Directors mustretire from office at each Annual General Meeting of the Shareholders. The RetiringDirectors are eligible for re-election.

Mrs. Juhi Singh Director who retires by rotation and being eligible offer herself forre-appointment at the ensuing Annual General Meeting.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION FRONT. INCLUDING NUMBEROF PEOPLE EMPLOYED:

The Company believes in maintaining a cordial relationship with the employees. TheCompany did not have any employee during the year under review.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered office of the Company during business hours on working days of theCompany up to the date of ensuing Annual General Meeting. If any Member is interested ininspecting the same such Member may kindly write to the Company in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated under S.E.B.I. Listing Regulations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors has approved the Whistle Blower Policy a mechanism foremployees to report to the Management concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The mechanism alsoprovides for adequate safeguards against victimization of employees who avail of themechanism and also allows for direct access to the Chairman of the Audit Committee if sowarranted.

During the year under review no personnel has' been denied access to the AuditCommittee.

The Company has adopted a formal Vigil Mechanism / Whistle-Blower policy. The approvedpolicy is available on the Company's website www.saicapital.net

ACKNOWLEDGEMENT

The Directors take this opportunity place on record their appreciation to the Bankersand all associates for their valuable cooperation and assistance.

on behalf of the Board
Date: 28.08.2016 For Sai Capital Limited
Place: New Delhi Niraj Kumar Singh
Managing Director
DIN-00233396