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Sai Capital Ltd.

BSE: 531931 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Sai Capital Ltd
NSE 05:30 | 01 Jan Sai Capital Ltd

Sai Capital Ltd. (SAICAPITAL) - Director Report

Company director report

To The Members SAI CAPITAL LIMITED

The Directors have pleasure in presenting their 22nd Annual Report of theCompany together with the Audited Accounts for the year ended on 31st March2017.

Financial Results:

(Rs. in lakhs)

Particulars Standalone
Particulars Current year 2017 Previous Year 2016
Gross Income (11.13) 8.32
Profit Before Interest and Depreciation (25.37) (0.12)
Less: Finance Charges 0 0
Net Profit Before Depreciation (25.37) (0.12)
Less: Provision for Depreciation 0 0
Net Profit Before Tax (25.37) (0.12)
Less: Provision for Tax - -
Net Profit After Tax (25.37) (0.12)
Less: Minority Interest 0 0
Net Profit After Minority Interest 0 0
Balance of Profit brought forward (25.37) (0.12)
Balance available for appropriation (25.37) (0.12)
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0
Transfer to General Reserve (25.37) (0.12)
Surplus carried to Balance Sheet 0 0

State of Company's Affairs Subsidiaries Joint Ventures or Associate Companies(Rule8 subrule (1) Companies (Accounts) Rules 2015

The company has no subsidiaryand no associate company. Accordingly information inprescribed Form AOC-1 isattached.

Material Changes and Commitments during the Year : There are no material changesand commitments affecting the financial position of the Company which have occurredbetween the end of the financial year of the company to which the financial statementsrelate and the date of the report during the year under review as required under Section134(3)(l) of the Companies Act 2013.

Change in the Nature of Business :

During the year there was no material change in nature of business of the Company.

Extract of Annual Return :

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

(Annexure: 1) Dividend : Due to inadequacy of Profits your Directors do notrecommend any Dividend for the Financial Year ended on March 31 2017.

Reserves & Surplus : Due to accumulated loss the Company has not transferredany amount to reserves. Directors : During the year there is no change in theDirectorship of the company.

Changes in Share Capital if any :

During the Financial Year 2016 - 17 the share capital of the Company has beendecreased from 5503700 to 2879300 pursuant to forfeiture of 2624400 equity sharesof Rs.10 each due to non-payment of allotment money.

Auditors and Report there on :

The term of Auditors M/s AKG & Associates Chartered Accountants expires in theensuing Annual General Meeting. Further M/s Aditya Agarwal& Associates CharteredAccountants are proposed to be appointed as Statutory Auditor of the Company subject tothe approval by Shareholders.

Frauds reported by Auditors (Section 134(3)(ca)) :

As per Section 143 of the Companies Act 2013 the report of Auditors states the Companyhas not Committed any frauds during the year.

Loans Guarantees and Investments(Section 186(4))

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable

Related Party Transactions :

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large and Approval of the Board of Directors&Shareholders was obtained wherever required.

Deposits

1. Accepted during the year : Nil

2. Remained unpaid or unclaimed as at the end of the year: Nil

3. If there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved:

a. At the beginning of the year; Nil
b. Maximum during the year; Nil
c. At the end of the year: Nil

Deposits not in compliance with Chapter V of the Act Comments by Board on:

The Company has not accepted any Deposits covered under the provisions of Section 73 ofthe Companies Act 2013 and the Rules made there under.

Managerial Remuneration(Rule 5 of Companies (Appointment and Remuneration) Rules2014) :

In case of listed companies following details: (Section 197(12))

(A) As per Rule 5 sub-rule (1) of Companies (Appointment and Remuneration) Rules 2014)

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year

Name of the director Designation DIN Ratio
Niraj Kumar Singh Managing Director 00233396 8.45
1. Percentage increase in remuneration of each director and CEO in the financial year
Name of the director/CEO Designation DIN/PAN Percentage increase
Niraj Kumar Singh Managing Director 00233396 N.A.(As no salary was provided in the previous year)

1. Percentage increase in the median remuneration of employees in the financial year

2. Number of permanent employees on the rolls of company

3. Average percentile increase already made in the salariesof employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

4. Affirmation that the remuneration is as per the remuneration policy of the company

(A) As per Rule 5 sub-rule (1) of Companies (Appointment and Remuneration) Rules 2014)

1. Top 10 employees in terms of remuneration drawn during the year

Employee Name Designation Educational qualification Date of joining Gross Remuneration Paid (Rs.)
AbhisekKhandelwal C.F.O. C.A. 16.03.2017 27500/-
Prachi Sharma C.S. C.S. 16.03.2017 8000/-

Notes:

*Please mention if any employee is on contractual basis.

*Please mention whether any such employee is a relative of any director or managerof the company and if so name of such director or manager.

2. Employees drawing a remuneration of Rs. 1.02 crore or above per annum andposted in India

Employee Name Designation Edu. Age Exp. Qualf. (in yrs) Date of joining Gross Remuneration Previous employment & design
N.A. N.A. N.A. N.A. N.A. N.A.

Notes:

*Please mention if any employee is on contractual basis.

*Please mention whether any such employee is a relative of any director or managerof the company and if so name of such director or manager.

3. Employed for part of the year with an average salary above Rs. 8.5 lakh permonth posted in India

Employee Name Designation Edu. Age Exp. Qualf. (in yrs) Date of joining Gross Remuneration Previous employment & design
N.A. N.A. N.A. N.A. N.A. N.A.

*Please mention if any employee is on contractual basis.

*Please mention whether any such employee is a relative of any director or managerof the company and if so name of such director or manager.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors state that: (a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the Directorshad prepared the annual accounts on a going concern basis; (e) theDirectors in the caseof a listed company had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

[Internal Financial Control as defined u/s 134(5)(e) of the Act means policies andprocedures adopted by the company for ensuring orderly and efficient conductof itsbusiness including adherence to company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information.]

(f) theDirectors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors :

The Company has received declaration from all Independent Directors in accordance withthe provisions of Section 149(6) of the Act whose names are as under:

1. Mr. K.P. Mukherjee

2. Mr. N.P. Sharma

Audit Committee(Section 177) :

According to Section 177 of the Companies Act 2013 the company's AuditCommittee comprised of three directors. The board has accepted the recommendations of theAudit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. K.P. Mukherjee Chairman Non Executive Independent Director
Mr. N.P. Sharma Member Non Executive Independent Director
Mrs. Juhi Singh Member Non Executive Director

Nomination and Remuneration Committee (Section 178)

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Non-Executive Directors. The table sets out thecomposition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. K.P. Mukherjee Chairman Non Executive Independent Director
Mr. N.P.Sharma Member Non Executive Independent Director
Mrs. Juhi Singh Member Non Executive Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat: a. the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully; b. relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and c. remuneration to Directors Key ManagerialPersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

Remuneration Policy

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non Executive Directors:

No remuneration is paid to Non Executive Directors.

Risk Management Policy :

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a policy for Risk management with the followingobjectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identifyrisks and associated opportunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinatedmanner with minimum disruption and cost to protect and preserve Company's human physicaland financial assets

Conservation Of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy; N.A.

(ii) the steps taken by the company for utilising alternate sources of energy; N.A.(iii) the capital investment on energy conservation equipments; N.A.

(B) Technology absorption:

(i) the efforts made towards technology absorption; N.A.

(ii)the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- N.A.

(a) the details of technology imported; N.A. (b) the year of import; N.A.

(c) whether the technology been fully absorbed; N.A.

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and N.A. (iv) the expenditure incurred on Research and Development.N.A.

(C) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms ofactual inflows during the year and the Foreign Exchange outgo during the year in terms ofactual outflows.

Extract of Annual Return :

According to the provisions of Section92(3) the prescribed Form MGT-9 (Extract ofAnnual Return) is attached as per Annexure 1.

Details of Board Meeting Held during the Year
No. of Board Meetings held during the year: 10
Date of Board Meeting No. of directors present
28.05.2016 3
13.08.2016 3
12.11.2016 3
25.11.2016 3
05.12.2016 3
24.12.2016 3
05.02.2017 3
14.02.2017 3
18.02.2017 3
21.03.2017 3

Annual Evaluation (Rule 8 sub-rule (4) of Companies (Accounts) Rules 2015

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincludingthe Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

Corporate Governance :

In line with the requirement for providing a "Report on Corporate Governance"as per S.E.B.I. Listing Regulation a report on the Company's Corporate Governance normsis given below.

1. Company's Philosophy

Company Philosophy on Corporate Governance envisages transparency accountability andpropriety in the functioning of the Company and in the conduct of its business internallyand externally including its interaction with the Employees Shareholders Creditors andother lenders.

The Company has adopted a Code of Conduct for Directors & Senior Management. ThisCode is available on the Company's website.

The Company is in compliance with the requirements of the revised guidelines onCorporate Governance stipulated under S.E.B.I. Listing Regulations.

The Board considers itself as the trustee of its Shareholders. During the period underreview the Board continued its pursuit by adoption and monitoring of corporatestrategies prudent business plans major risk and ensuring that the Company pursuespolicies and procedure to satisfy its social legal and ethical responsibilities.

Secretarial Audit Report (Section 204) :

There are no qualifications or adverse remarks in theSecretarial Audit Report whichrequire any clarification/ explanation.

Further the Secretarial Audit Report as provided by Mr. A. K. Popli PracticingCompany Secretary of M/ s AAA & Associates Company Secretariesfor the financialyear ended 31st March 2017 is annexed herewith for your kind perusal and information.

Vigil Mechanism :

As per Section 177(9) and (10) of the Companies Act 2013 and as per Regulation 22 ofSEBI (Listing Regulation and Disclosure Requirements) Regulations 2015 the company hasestablished Vigil Mechanism for directors and employees to report genuine concerns andmade provisions for direct access to the chairperson of the Audit Committee. Company hasformulated the present policy for establishing the vigil mechanism/ Whistle Blower Policyto safeguard the interest of its Stakeholders Directors and Employees to freelycommunicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company.

Shares

a. Buy Back of Securities :

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

b. Sweat Equity :

The Company has not issued any Sweat Equity Shares during the year under review. c.Bonus Shares : No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

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

Adequacy of Internal Financial Controls - Rule 8(5)(viii) of The Companies (Accounts)Rules 2014

The Company has in all material respects an adequate system of internal controls overfinancial reporting and such internal controls over financial reporting were operatingeffectively as at 31st March 2017.

Shares in Suspense Account (Listed Company) Give details about: i. Aggregate numberof shareholders and the outstanding shares in the suspense account lying at the beginningof the year; Nil ii. Number of shareholders who approached issuer for transfer of sharesfrom suspense account during the year; Nil iii. Number of shareholders to whom shares weretransferred from suspense account during the year; Nil iv. aggregate number ofshareholders and the outstanding shares in the suspense account lying at the end of theyear; Nil v. that the voting rights on these shares shall remain frozen till the rightfulowner of such shares claims the shares; Nil

Shares in Unclaimed Suspense Account (Listed Company) Give details about: i.Aggregate number of shareholders and the outstanding shares lying in the UnclaimedSuspense Account at the beginning of the year; Nil ii. Number of shareholders whoapproached the issuer for transfer of shares from the Unclaimed Suspense Account duringthe year; Nil iii. Number of shareholders to whom shares were transferred from theUnclaimed Suspense Account during the year; Nil iv. Aggregate number of shareholders andthe outstanding shares lying in the Unclaimed Suspense Account at the end of the year. Nil

Material Variations(Listed Company)

The material variations between the projections and the actualutilization/profitability are as follows:

Code of Conduct (Listed Company) (Annexure: 2)

Management Discussion and Analysis Report (Listed Company) [Regulation 34 (2)(e) ofSEBI (LODR)]

The Management Discussion and Analysis Report should disclose the following points: i.Industry structure and developments. NBFC Acquisition of Unlisted Companys. ii.Segment–wise or product-wise performance.N.A. iii. Outlook iv. Risks and concerns. Asper Industry v. Internal control systems and their adequacy. Adequate vi. Materialdevelopments in Human Resources / Industrial Relations front including number of peopleemployed. Nil

Significant And Material Orders Passed By The Regulators Or Courts Or TribunalsImpacting The Going Concern Status And Company's Operations In Future Disclosure under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company hasin place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17

No. of complaints received Nil No. of complaints disposed off Nil Acknowledgement

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.