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Saka Ltd.

BSE: 517242 Sector: Consumer
NSE: N.A. ISIN Code: N.A.
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Saka Ltd. (SAKA) - Director Report

Company director report

TO THE MEMBERS

The directors submit their report and accounts for the financial year 2014-15.

OPERATIONS

During the year ended March 31 2015 the sales and other income were Rs. 300000/-against Rs. 117721 in the previous year ended 31st March 2014. The loss for the periodunder review was Rs. 18225/- as against loss of Rs. 104863/- in the previous year.

DIVIDEND

The directors do not recommend any dividend.

DIRECTORS

i) Retirement by rotation

In accordance withthe provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr V. K. Gupta retires by rotation and is eligible forreappointment.

ii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement. '

iii) Board Evaluation '

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board 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.

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 a separate meeting of independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent at which the performance of the Board itscommittees and individual directors was also discussed.

iv) Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel. More details of the same are given in the Corporate GovernanceReport.

v) Board Meetings

During the year five Board Meetings and four Audit Committee Meetings were convenedand held. The details are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under Companies Act 2013.

vi) Code of Conduct

The Board of Directors of the Company have adopted Code of Business Conduct &Ethics. All the members of the Board have affirmed compliance with the Code for the yearended 31st March 2015 and a declaration to that effect signed by the Chairman of theBoard K attached and forms part of this report. ...

vii) Code of Conduct for Prevention of Insider Trading *

The Company has a Code of Conduct for Prevention of Insider Trading in the shares andsecurities of the Company. This Code inter alia prohibits purchase/sale of shares of theCompany by Directors and employees while in possession of unpublished price sensitiveinformation in relation to the Company.

DIRECTORS' RESPONSIBILITIES STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS •

No Related Party Transactions were entered into during the financial year 2014-15. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters and directors which may have potentialconflict with the interests of the Company at large.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms &conditions of thetransactions. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company. .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report. .

AUDITORS' REPORT

Auditors' observations have been explained in annexure 'A' which forms part of thisreport.

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 hasappointed M/s Kundan Agrawal & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial audit had madequalification as to compliance of key managerial persons and few documents/records andreturns are required to be updated/ filed as per the various provisions of the CompaniesAct and other applicable Acts rules and regulations. Your directors submit that thecompany's operations are closed and it is no income. Therefore the company has notappointed any key managerial person. Further records have been updated and all thereturns have been filed. The Report of the Secretarial Audit is annexed herewith as"Annexure-D".

AUDITORS

The auditors M/s Agarwal Seth & Co. Chartered Accountants retire at the conclusionof the forthcoming annual general meeting. M/s Agarwal Seth & Co. have expressed theirwillingness to continue as auditors of the company if appointed. They have furtherconfirmed that the said appointment if made would be within the prescribed limits undersection 141 (3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment. The Board of Directors recommend the re-appointment of M/s Agarwal Seth& Co. as statutory auditors of the company.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annual return is given as"Annexure C" in the prescribed Form MGT-9 which forms part of this report. '

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The company does not have any employee on its roll as such the information requiredunder Section 197 of the Act read with rule 5(1) of the Companies (Appointment andRemuheration of Managerial Personnel) Rules 2014 and the statement containing particularsof employees as required under Section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notprovided.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexed herewith as"Annexure -B".

ACKNOWLEDGMENT

Your directors wish to thank and deeply acknowledge the valuable assistance;co-operation and support extended by the Central and State government authorities and bankduring the year under review. The Board also gratefully acknowledges the support andgoodwill extended by the shareholders of the company.

For and on behalf of the Board of Directors
S.C. Rustagi B.P.Yadav
Date: August 202015 Place: New Delhi Director Director
DIN:00076278 DIN:01173428