To The Members of SAT INDUSTRIES LIMTED
The Directors of your Company have pleasure in presenting their Thirty-first (31st)Annual Report and the Audited Accounts of the Company for the year ended March 31 2016.
1. FINANCIAL RESULTS
Your Companys performance during the year as compared with that during thePrevious year is summarised below :
|Stand Alone ||(Rs. in lakhs) |
|Particulars ||2015-2016 ||2014-2015 |
|Turnover ||4792.62 ||901.44 |
|Other Income ||45.68 ||31.87 |
|Profit/Loss(-) before Tax Interest ||44.51 ||(220.77) |
|Depreciation and Exceptional Items || || |
|Depreciation ||3.94 ||0.56 |
|Exceptional Items ||0 ||(1155.18) |
|Profit/(Loss) before Tax ||40.57 ||(1376.51) |
|Less: Tax Expense ||70.35 ||(0.06) |
|Profit/(Loss) after Tax ||(29.78) ||(1376.45) |
|Profit available for appropriation ||(29.78) ||(1376.45) |
|Surplus carried from Previous year ||(1410.52) ||(34.07) |
|Balance carried to Balance Sheet ||(1440.30) ||(1410.52) |
| || ||( Rs. in lakhs) |
|Particulars ||2015-2016 ||2014-2015 |
|Turnover ||9648.12 ||893.28 |
|Other Income ||128.46 ||52.46 |
|Profit before Tax ||(154.90) ||(1785.88) |
|Less: Tax Expense ||(20.27) ||(0.06) |
|Profit/(Loss) after Tax ||(175.17) ||(1785.82) |
|Net Profit/(Loss) for the year after ||(175.17) ||(1785.82) |
|tax || || |
|Balance carried from last year ||(2398.60) ||(612.78) |
|Balance carried to Balance Sheet ||(2398.39) ||(2398.60) |
02. STATE OF COMPANYS AFFAIRS:
The company is engaged in the business of general trading mainly fabric and leasing ofmachinery & moulds. During the year the Company clocked a turnover of Rs. 4792.62lakhs as against Rs. 901.44 lakhs in corresponding previous year registering an increaseby 431.66 %. During the year the Company incurred a loss after tax of Rs. 29.78 lakhs asagainst Rs. 1376.45 lakhs in the corresponding previous year registering a decrease by97.84 %.
03. MATERIAL CHANGES AND COMMITMENTS :
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthis financial statements relate and the date of report.
04. DIVIDEND :
In view of the loss the Directors are unable to recommend any dividend for the year2015-2016.
05. CHANGE IN NATURE OF BUSINESS:
During the year the company has entered into new line of business i.e leasing ofmachinery & moulds to other entities.
06. LISTING OF SHARES :
The Equity Shares of your Company are listed on the BSE Limited Phiroze JeejeebhoyTowers Dalal Street Mumbai-400 001 and the listing fees for the year 2016-2017 has beenpaid.
07. SHARE CAPITAL :
During the year under report the issued subscribed and paid up capital of the Companyincreased from Rs. 92000000/- to Rs. 111800000/- with the allotment of 4000000Equity Shares of Rs. 2/- each at a premium of Rs. 0.10/- per share and 5900000 EquityShares of Rs. 2/- each at a premium of Rs. 5/- per share consequent upon conversion of9900000 warrants in to equal number of equity shares. The equity shares have since beenlisted on BSE Limited.
08. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES :
During the year under review no employee of the Company was in receipt of remunerationin excess of the limits prescribed under rule 5(2) of the Companies (Appointment AndRemuneration of Managerial Personnel) Rules 2014. Disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attachedto this report vide Annexure "A"
The Company has not accepted any Deposit within the meaning of Section 73 of theCompanies Act 2013 and rules made there under as such no amount of principal or interestwas outstanding as of the Balance Sheet date nor is there any deposit in non-complianceof Chapter V of the Companies Act 2013.
10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :
(a) DIRECTORS :
Pursuant to the provisions of Section 152 of the Companies Act 2013 and in terms ofthe Articles of Association of the Company Mr. Harikant Turgalia Whole-time Director(DIN: 00049544) is due to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. The details of Director beingrecommended for re-appointment as required under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are contained in the accompanying Noticeconvening the ensuing Annual General Meeting of the Company.
Appropriate Resolution seeking your approval to the re appointment of Director is alsoincluded in the Notice.
(b) KEY MANAGERIAL PERSONNEL :
During the year Mr. Nirav Patel resigned from the post of Company Secretary andCompliance officer w.e.f. 30th June 2015. Ms. Alka Premkumar Gupta having one year postqualification experience an Associate Member of The Institute of Company Secretaries ofIndia was appointed as Company Secretary and Compliance officer w.e.f.1st July 2015 inaccordance with the provisions of the section 203(1)(ii) of the Companies Act 2013.
11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THECOMPANIES ACT 2013
It is stated pursuant to provisions 134(3)(d) of the Companies Act 2013 that thedeclarations given by Mr. Ramesh Chandra Soni Mr. Sunil Jain and Mr. Nikhil Raut who areindependent directors meet the criteria of independence as mentioned in Schedule IV of theCompanies Act 2013 and under Clause 16(1)(b) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO :
Pursuant to rule 8(3) of the Companies (Accounts) Rules 2014 it is stated that theCompany has no particulars to be furnished under the head Energy Conservation andTechnology Absorption because it has carried on no manufacturing activity during the yearunder review. The operations of the Company are not power intensive. The Company ishowever taking every possible steps to conserve the energy wherever possible. It hasimported no technology. The Company is making continuous efforts to explore new foreignmarkets and to enlarge its market of exports. The earning in foreign exchange was Nil(previous year Rs. 89328089/-). Outgo in foreign exchange was NIL (previous year itwas Rs. 108439085/-).
13. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act 2013 It isstated that :
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 and ofthe profit and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had 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 were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
14. AUDITORS :
The Board of Directors of the Company have on the recommendation of the Audit Committeeproposed that M/s R. Kabra & Co (ICAI FRN : 104502W). Chartered Accountants Mumbaibe re-appointed as the Statutory Auditors of the Company and to hold the office from theconclusion of this meeting till the conclusion of the next Annual General Meeting of theCompany. M/s R.Kabra & Co. Chartered Accountants Mumbai have forwarded their letterto the Company stating that their re-appointment if made would be within the prescribedlimits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for re-appointment.
Your Directors request you to appoint the auditors and fix their remuneration.
15. QUALIFIACTION IN THE AUDITORS REPORT - BOARDS COMMENTS OR EXPLANATIONON
There is no qualification reported by Auditors in their audit report for the yearended on 31st March 2016.
16. EXTRACT OF ANNUAL RETURN :
Extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 is attached herewith (Annexure-"B").
17. CORPROATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Report on Corporate Governance is annexed herewith (Annexure-"C")
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Management Discussion and Analysis report is annexed herewith (Annexure- "D")
19. CEO/CFO CERTIFICATE:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015CEO/CFO Certificate is annexed herewith (Annexure- "E")
20. NUMBER OF MEETINGS OF THE BOARD :
Number of meetings of the Board during the year were 13 (i.e. thirteen) on 2nd May2015 29th May 2015 30th June 2015 7th August 2015 20th August 2015 3rd October2015 9th November 2015 28th November 2015 9th December 2015 13th February 201625th February 2016 3rd March 2016 and 22nd March 2016.
21. PARTICULARS OF LOANS GIVEN INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIESPROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT 2013 :
During the financial year ended 31st March 2016 no Loan and Guarantee given andSecurities provided u/s 186 of the Companies Act 2013 by the Company. The particulars ofinvestments made by the Company under Section 186 is furnished in Annexure"F" and forms part of this Report.
22. Particulars of Contracts or Arrangements with Releted Parties:
The Company has not entered in to any Contract or arrangements with any Personincluding persons covered unders Sub-Section (I) of section188 of the Companies Act. 2013.The Policy on related Party transactions as approved by the Board of Directors has beenuploaded on the Comapnys website: www.satgroup.in.
23. Nomination and Remuneration Policy of Directors key Managerial Personnel and otherEmployees:
The Companys Policy relating to appointment of Directors and Key ManagerialPersonnel payment of Managerial remuneration Directors qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 is furnished in Annexure "G" &Annexure "H"forms part of this Report.
24. INDPENDENT DIRECTORS:
The Non-Executive Independent Directors fulfil the conditions of Independence specifiedin section 149(6) of Companies Act 2013 and Rules made thereunder and meet withrequirements of Clause 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A formal letter of appointment to Independent Director has been issuedand disclosed on the website of the Company at the link: www.satgroup.in The Company hasput in place a system to familiarize the Independent Directors about the Company itsbusiness and the on-going events relating to the Company.
25. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an AnnualPerformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its various Committees. A separate exercise was carried outto evaluate the performance of individual Directors including the Chairman of the Boardwho were evaluated on parameters such as level of engagement and contributionindependence of judgement safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board at their separate meeting.
26. SECRETARIAL AUDIT REPORT :
The Board has appointed M/S S.K. Jain & Co. Company Secretaries whole time inpractice to carry out secretarial audit under the provisions of section 204 (1) of theCompanies Act 2013. The Secretarial Audit is attached to this report vide Annexure"I" 27. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
ITALICA FURNITURE PRIVATE LIMITED and AEROFLEX INTERNATIONAL LIMITED becameWholly-owned subsidiaries and SAH POLYMERS LIMITED became a subsidiary of the companyduring the year. Whereas GENEXT STUDENTS PRIVATE LIMITED became an Associate Companyduring the year. A report on performance and financial position of each of thesubsidiaries and associates companies included in the consolidated financial statement ispresented in a separate section in this Annual Report. Please refer (AOC-1) annexed to thefinancial statements in the Annual Report.
28. CONSOLIDATION OF ACCOUNTS :
Pursuant to section 129(3) of the Companies Act 2013 read with Rule 6 of theCompanies( Accounts) Rules 2014 and also required under Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 audited consolidatedfinancial statements form part of the Annual Report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) Issue of equity shares with differential rights as to dividend voting or otherwise. b)Issue of shares (including sweat equity shares) to employees of the Company under anyscheme. c) None of the Whole-time Directors of the Company receive any remuneration orcommission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Companys operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
30. RISK MANAGEMENT:
The Company has laid down the procedures to inform to the Board about the Riskassessment and minimization procedures. The common risks inter alia are: RegulationsCredit Risk Foreign Exchange and Interest Risk Competition Business Risk TechnologyObsolescence Investments Retention of Talent and Expansion of Facilities etc. Businessrisk inter-alia further includes financial risk political risk legal risk etc. TheBoard reviews the risk trend exposure and potential impact analysis and prepares riskmitigation plans if necessary.
31. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
32. ACKNOWLEDGEMENT :
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the banks Central and State Government Authorities etc. duringthe year under review.
Your Directors wish to place on record their deep sense of appreciation for the devotedservices of the executives Staff and Workers of the Company for its success.
| ||for and on behalf of the Board of Directors || |
| ||SAT INDUSTRIES LIMITED || |
|Place : Mumbai ||H.K. Turgalia ||Shehnaz D. Ali |
|Dated : 30.05.2016 ||Wholetime Director ||Wholetime Director |
| ||DIN : 00049544 ||DIN:00185452 |