The Directors have the pleasure of presenting the 35th Annual Report of YourCompany for the Financial Year 2015-16.
The financial performance of your Company for the year ended March 31 2016 issummarized below:-
(Rs in Lacs)
| ||Current Year ||Previous Year |
|Revenue and other income ||45008.77 ||39821.44 |
|Gross Profit before interest and depreciation ||7000.64 ||6941.90 |
|Interest and Financial charges ||2510.05 ||1634.78 |
|Depreciation ||3324.81 ||5298.66 |
|Profit from operations (before tax & exceptional item) ||1165.78 ||8.44 |
|Exceptional items ||- ||- |
|Profit before Tax ||1165.78 ||8.44 |
|Extra Ordinary Item ||157.92 ||9.91 |
|Profit Before Tax ||1007.86 ||(1.47) |
|Current Tax ||- ||127.00 |
|Deferred Tax ||(303.76) ||(912.59) |
|Net Profit/ (Loss) after tax ||1311.62 ||784.12 |
|Less: Appropriation || || |
|Proposed Dividend ||0 ||100.00 |
During the financial year 2015-16 net revenue from operation was Rs 45008.77 lac ascompared to Rs 39821.44 lac during the corresponding period of previous year 2014-15 Thenet profit after tax of the Company is Rs 1311.62 lac as compared to Rs 784.12 lac for theprevious year.
Your Directors have decided to plough back the profits and do not recommend anydividend for the current year.
The paid up equity capital as on march 31 2016 was Rs.100000000/-. During the yearunder review the Company has not issued any shares during the year.
The Company does not propose to carry any amount to any reserves.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Particulars of Loans Guarantees or Investments:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company isgiven in the notes to the financial statements.
Internal Control Systems and their adequacy:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the Internalauditor reports to the Whole Time Director and the quarterly reports are placed before theAudit Committee.
Based on the report of internal audit the audit committee recommends correctiveactions the respective department needs to undertake in their respective areas and therebystrengthen the controls.
Corporate Social Responsibility Initiatives
As part of its initiatives under "corporate social responsibility" (CSR) thecompany has contributed funds for the schemes of promotion of education and medical aid.
The Annual Report on CSR activities is annexed herewith as: Annexure:- IV
Shri A.Krishna Director of the Company liable to retire by rotation at theforthcoming Annual General Meeting and does not seek his re-appointment. Sh J.R.SharmaDirector (Legal) is liable to retire at the forthcoming Annual General Meeting and doesnot seen his re-appointment.
All independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16( 1) (b)of SEBI (Listing obligation & Disclosure Requirement) Regulation 2015.
Pursuant to the provision of the companies Act.2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The Board has carried out an evaluation of itsown performance. The directors individually as well as the evaluation of the working ofits Audit Remuneration Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
Key Managerial Personnel
The following employees were designated as Whole Time key Managerial personnel by theBoard of Directors during the financial year:-
Dr Ajay Satia: CMD & CEO
Sh Ashok Kumar Khurana: CFO
Sh Rakesh Kumar Dhuria: Company Secretary
The Board has on the recommendation of the Remuneration Committee framed a policy forselection & appointment of Directors. Senior Management and their remuneration. TheRemuneration Policy is stated in the Annexure-I.
During the year Six Board Meeting and four Audit Committee Meetings were convened andheld. The detail of which are given in the Corporate Governance Report. The Interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
Director Responsibility Statement
Pursuant to requirement of Section 134 (5) of the Companies Act 2013 your Directorsconfirm that :
(a) in the preparation of the annual accounts the applicable accounting standards havebeen 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 or loss of the company for the period.
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
(d) the Directors had prepared the annual accounts on a going concern basis.
(e) the Directors in the case of listed Company had laid down internal financialcontrol to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provision ofall applicable laws and that such system were adequate and operating effectively.
M/s Rakesh Bansal & Co. Chartered Accountants Muktsar was appointed as statutoryauditors of the company to hold office till the conclusion of the 36th AnnualGeneral Meeting. In terms of the first proviso to Section 139 of the Companies Act 2013the appointment of statutory auditor shall be placed for ratification at every AnnualGeneral Meeting . Accordingly the appointment of M/s Rakesh Bansal & Co. CharteredAccountants Muktsar as statutory auditor is placed for ratification by the shareholders.The Company has received letters from the Auditor to the effect that their re-appointment if made would be within the prescribed limits under Section 141(3)(g) of theCompanies Act 2013 and that he is not disqualified for re-appointment.
The Auditors Report on the Accounts is self explanatory and requires no comments.
Pursuant to provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s S. Parnami & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the company. The Secretarial Audit report is annexedherewith as Annexure-V
The secretarial audit report for the year under review requires no comments.
During the year under review M/s Rakesh Doomra and Associates Muktsar carried out theinternal audit and submitted their report.
Pursuant to the provisions of the Companies Act 2013 M/s HMVN & Associates CostAccountants New Delhi has conducted the cost audit of the Company.
Related Party Transaction:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Transactions with related parties entered by the Companyin the normal course of business are periodically placed before the Audit Committee forits omnibus approval. The Board of Directors of the Company has on the recommendation ofthe Audit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the rules there under and Listing Regulations. This Policy as considered and approved bythe Board has been uploaded on the website of the Company at www.satiagroup.com
The Company does not have any subsidiary.
Code of Conduct
A Code of Conduct which is applicable to the Members of the Board and all employees inthe course of day to day business operations of the company. The Company believes in"Zero Tolerance" against bribery corruption and unethical dealings / behaviorsof any form and the Board has laid down the directives to counter such acts. The code laiddown by the Board is known as "code of conduct" The Code has been posted on theCompanys website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure VI".
Business Risk Management:
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Board of Directors ofthe Company has formed a risk management committee to frame implement and monitor therisk management plan for the Company.
Particulars of Employees
Information as required under Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended asAnnexure-II and forms an integrated part of this report.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo
The Particulars as prescribed under section 134(3)(m) of the Companies Act 2013 readwith rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended as anAnnexure-III to the Directors Report.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices.
The Report on corporate governance as stipulated under SEBI listing regulation formspart of the Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance is attached to the Report on corporate governance
Management Discussion and Analysis Report
Managements Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report.
The Directors wish to place on record their sincere gratitude and appreciation for theassistance and cooperation received from the Government of India Government of Punjabthe Financial Institutions Punjab National Bank Central Bank of India MembersCustomers and Business Constituents for their continued support and co operation.
We also place on record our sincere appreciation for the contribution made by theemployees at all levels. Our consistent growth is made possible by their devout sincereand unstinted services.
| || ||for and on behalf of the Board of Directors |
|PLACE : Rupana ||( Dr Ajay Satia) ||(R. K. BHANDARI) |
|DATE : 13.08.2016 ||CHAIRMAN-CUM- MANAGING DIRECTOR ||Whole Time Director |