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Sai Moh Auto links Ltd.

BSE: 540066 Sector: Auto
NSE: N.A. ISIN Code: INE345U01019
BSE 09:44 | 15 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.50
PREVIOUS CLOSE 10.00
VOLUME 20
52-Week high 12.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 190.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 10.00
VOLUME 20
52-Week high 12.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 190.00
Sell Price 0.00
Sell Qty 0.00

Sai Moh Auto links Ltd. (SAIMOHAUTOLINK) - Director Report

Company director report

Dear Members

Your Directors are delighted to present the 32nd Annual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch2017.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2017 issummarized below

(Amount in Rs. Thousand's)

Financial Year ended
Particulars 31st March 2017 31st March 2016
Total Income 2621 23596
Total Expenditure 2515 23492
Profit before tax 106 104
Provision for tax 20 32
Deferred Tax Liabilities (Assets) 685 -
Short Provision of tax of earlier years - 3
Profit after Tax (598) 69
Profit/(Loss) b/f of previous year (2281) (4725)
Capital Reserve - 2375
Balance of Profit/(Loss) carried to Balance Sheet (2879) (2281)
Paid-up Share Capital 33025 33025
Reserves and Surplus (2879) (2281)

2. Dividend

In view of insufficiency of profits your Directors regret their inability torecommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.

4. Brief description of the Company's working during the year:

During the year under review total revenue of the Company was Rs. 2620904/- asagainst Rs. 23596000/- in the previous year. The company earned a net profit (beforetax ) of Rs. 106405/- against a net profit (before tax) of Rs. 104111/- during theprevious year. Your Directors are putting in their best efforts to improve theprofitability of the Company.

5. Scheme of Arrangement for Amalgamation

We are pleased to inform you that the Board of Directors of your company in its meetingheld on 23rd March 2017 had approved the proposal for Scheme of Arrangementfor Amalgamation of "Annu Industries Private Limited" (the Transferor Company)with your Company i.e. "Sai Moh Auto Links Limited" (the Transferee Company) asper the provisions of Section 230-232 and any other applicable provisions of the CompaniesAct 2013. The Board is in the process of finalization of scheme of merger and appointmentof agencies including Valuer Merchant Bankers Lawyers etc for taking up the process ofmerger.

6. Change in Control

During the year under review Mr. Anand Kumar and Mr. Arpit Goel have acquired controlover the affairs of the company on 15th February 2017 and have been inductedas the new Promoters of the Company by acquiring upto 858650 (Eight Lacs Fifty EightThousand Six Hundred and Fifty) fully paid up Equity Shares of face value of Rs. 10 each(Rs. Ten) constituting 26.00 % of the present paid-up share capital of the Companypursuant to open offer made by them to acquire 858650 equity shares and control of thecompany. Further subsequent to the completion of open offer Mr. Anand Kumar and Mr.Arpit Goel have also been appointed as the Managing Director and Director of the Companyrespectively. The Acquirers have intention to infuse the business of manufacturing andtrading of specialty chemical chemical adhesive etc. and to carry research anddevelopment with this Company.

7. Change in the nature of business if any

During the year there is no change in the nature of business activity of the company.

8. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which affect the financialposition of the company.

9. Details of significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future

During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.

10 . Details in respect of adequacy of internal financial controls withreference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

11. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint-venture/Associate of the company.

12. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement

During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary company.

13. Public Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-

(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved N.A.
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil

14. Auditors

M/s. Kapil Dev & Associates Chartered Accountants New Delhi the StatutoryAuditors of the Company (Registration No. 025812N) had been appointed as the StatutoryAuditors of your Company for a period of four consecutive years at the 30thAnnual General Meeting of the Company held on 30th September 2015 till theconclusion of 34th Annual General Meeting as per the provisions of Section139(1) of the Companies Act 2013.

Section 139(1) of the Companies Act 2013 further provides that the appointment ofstatutory auditors shall be placed before the members at every AGM for ratification.

The Company has received a certificate from the auditors confirming that they areeligible for appointment as auditors of the Company under Section 139 of the CompaniesAct 2013 and meet the criteria for appointment specified in Section 141 of the CompaniesAct 2013 and SEBI Listing Regulations.

Based on the recommendations of the Audit Committee and as per the provisions ofSection 139(1) of the Companies Act 2013 the Board of Directors of your Company proposesto ratify the appointment of M/s Kapil Dev & Associates Chartered Accountants as theStatutory Auditors of the Company for F.Y. 2017-18.

15. Auditors' Report

The comments on statement of accounts referred to in the report of the Auditors areself explanatory. Auditor Report does not contain any qualification reservation oradverse remark.

16. Share Capital

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not issued any Sweat equity shares.
C Issue of employee stock options During the year company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Rs Nil
E Bonus Shares No bonus shares were issued during the year under review.
F Forfeiture of Shares No further forfeiture of Shares occurred during the year under review.

17. Extract of the annual return (MGT-9)

The extract of the annual return in Form No. MGT–9 is annexed herewith (Annexure1).

18 . Conservation of energy technology absorption and foreign exchange earningsand outgo

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

A) Conservation of energy

The requirements of disclosures with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company since it doesn't own any manufacturing facility.

However the company has undertaken various energy efficient practices which hasstrengthened the Company's commitment towards becoming an environment friendlyorganization. The Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety. As far as possible company is utilizing alternatesources of energy.

(B) Technology absorption

The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Rs
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil

19. Corporate Social Responsibility (CSR)

In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel Appointment and Cessation

During the year under review Mr. Anand Kumar was appointed as an Additional Directorand Managing Director of the company in the category of Executive Director of the Companyand Mr. Arpit Goel was appointed as an Additional Director of the Company in the categoryof Non- Executive Director of the Company with effect from 22nd February 2017and Ms. Shashi Yadav was appointed as Additional Director in the category of Non-ExecutiveDirector Independent Woman Director for five consecutive years and to hold office tillthe conclusion of this Annual General Meeting.

Appropriate resolutions seeking your approval for the appointment of Mr. Anand Kumar asan executive Director liable to retire by rotation for five consecutive years and Mr.Arpit Goel a Non Executive Director Liable to retire by rotation and and Ms. Shashi Yadavas an Non Executive Independent Woman Director of the company forms part of the noticecalling AGM.

Cessation

During the year under review Mr. Bhim Sain Saggar Managing Director of the companyMr. Ramashish Sahu Whole-time Director of the Company Mr. Deepak Kumar Rustagi and Ms.Reena Gupta Directors of the Company resigned from the Board w.e.f 22ndFebruary2017. The Board places on records its deep appreciation for the valuable contribution madeby them during their association with the Company.

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.

D. Formal Annual Evaluation

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non – Independent Directors were carried out by the IndependentDirectors.

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

21. Number of meetings of the Board of Directors

Eight meetings of the Board of Directors were held during the year on 30.5.201612.08.2016 03.09.2016 30.09.2016 14.11.2016 13.02.2017 22.02.2017 and 23.03.2017.

Two separate meetings of Independent Directors of the Company was held on 21.01.2017and 23.03.2017.

22. Committees of the Board

During the year under in accordance with the Companies Act 2013 the Boardreconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

Recommendation of Audit Committee

During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.

23. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure 2) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard and its Committees.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors held on 23.03.2017 performance ofnon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

Based on the outcome of performance evaluation for the financial year 2016-17 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.

24. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2017 the Board consisted of 4 members out ofwhich 1 (One) is Executive Director 1 (One) is Non-Executive Director and 2 areIndependent Directors including 1 Woman Independent Director.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure – 3 to the Board Report.Further the remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

25. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

26. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe website of the Company i.e. www.saimohauto.com.

27. Particulars of loans guarantees or investments under Section 186

Particulars and details of loans given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

28. Contracts and arrangements with related parties

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thewww.saimohauto.com.

As a matter of Company's policy all contracts/arrangements/transactions if any whichwill be entered by the company with related parties would be in the ordinary course ofbusiness and on an arm's length basis and details and prescribed particulars of all suchtransactions (if any) will be contained in the Notes to the Financial Statements.

29. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s Kundan Agrawal & Associates was appointed as the Secretarial Auditor to undertakethe Secretarial Audit of the Company for the F.Y. 2016-17. The report of the SecretarialAudit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure - 4

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.

30. Corporate Governance:

Your Company has been benchmarking itself with well established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 and anyother applicable Regulation of the SEBI under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

A separate "Report on Corporate Governance" together with requisitecertificate obtained from Statutory Auditors of the Company confirming compliance withthe provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

31. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch2017 the applicable accounting standards had been followed and no material departureshave been made from the same;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 i.e. on31stMarch 2017 and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

32. Particulars Of Employees

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure – 5.

During the year under review none of the Directors of the Company have receivedremuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meetingheld on March 31 2017 has affirmed that the remuneration paid to the Senior ManagementEmployee/KMPs is as per the remuneration policy of the Company.

33. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi& Co. Chartered Accountants asInternal Auditor for the financial year 2016-17.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.

34. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

35. Human Resources

Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

36. Segment-wise performance

The Company is into single reportable segment only.

37. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2017 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.

38. Disclosure of Accounting Treatment

There is no deviation in following the treatment prescribed in the Accounting Standardsin preparation of Financial Statements of the Company for the year ended on March 31 2017

39. Listing of Shares

During the year under review the Company get Listed with Bombay Stock Exchange Limitedon 15.09.2016 to provide an opportunity to trade and to provide liquidity in its shares toits equity shareholders under the Direct Listing Scheme formulated by BSE. The Company isalso listed with Ahmedabad Stock Exchange Ludhiana Stock Exchange Ltd. Delhi StockExchange Ltd.

40. Acknowledgements

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India (SEBI) the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.

Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.

Finally the Directors thank you for your continued trust and support.

For and on Behalf of the Board
of Sai Moh Auto Links Limited
Sd/-
(Anand Kumar)
Date: 02nd September 2017 Chairman
Place: New Delhi DIN : 01381489