Your Directors are pleased to present their report together with the audited accountsof your Company for the year ended 31st March 2021.
a) Financial Results
(Figure in Lacs)
|Description ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations & Other Income ||51.82 ||0.87 ||10150.07 ||21121.18 |
|Expenses ||55.66 ||50.87 ||9299.34 ||16952.06 |
|Profit before exceptional items and tax ||(3.84) ||(50.00) ||850.73 ||4169.12 |
|Exceptional Items (Prior Period Income/ (Expenses) ||Nil ||Nil ||Nil ||Nil |
|Profit before tax ||(3.84) ||(50.00) ||850.73 ||4169.12 |
|Provision for taxation || || || || |
|Current T ax ||Nil ||Nil ||340.13 ||1052.88 |
|Deferred T ax ||Nil ||Nil ||34.75 ||5.40 |
|Tax of earlier year ||Nil ||Nil ||(7.40) ||(3.83) |
|Profit after tax ||(3.84) ||(50.00) ||483.25 ||3114.67 |
* Financial Statements prepared in accordance with Section 133 of the CompaniesAct 2013 read with the rules made thereunder and Indian Accounting Standards (Ind AS)along with the Auditor's Report form part of the Annual Report.
State of Affairs:
During the financial year revenue from the operations of your Company on standalonebasis stood at Rs. 51.82 Lacs as compared to Rs. 0.87 Lacs during the previous financialyear 2019-20. The Net loss of the Company on standalone basis stood at Rs. 3.84 Lacs ascompared to Net loss of Rs. 50.00 Lacs during the previous financial year 2019-20.
Further during the financial year ended March 31 2021 the consolidated revenue fromoperations of the Company stood at Rs. 10150.07 Lacs as compared to Rs. 21121.18 Lacsduring the previous financial year 2019-20. The Net profit for the financial year 2020-21on consolidated basis stood at Rs. 483.25 Lacs.
b) Overview of Company Performance
The financial year 2020-21 saw mayhem around the world as COVID-19 threatened all thathumanity had come to take for granted - mobility safety and a normal life itself. Thisin turn posed the most formidable economic challenge to India and to the world. Bereft ofa cure or a vaccine the public health system in every country faced enormous pressuretrying to tackle this all pervasive crisis. The imperative of flattening the disease curvewas entwined with the threat of an imminent recession and job losses given therestrictions on economic activities enforced by the lockdown to contain the spread of thevirus. In other words all containment measures had to consider a trade-off between livesand livelihood.
The maturity responsiveness and resilience shown by all the stakeholders isunparalleled and is a testimony of the spirit of the organisation. Your Company shallcontinuously review the long term impact of the pandemic and endeavour to take all stepsnecessary to adapt itself to emerging changes and the new normal.
c) Subsidiaries Associates and Joint Ventures
A report on the financial performance of each of the Subsidiaries and Associatesincluded in the Consolidated Financial Statements is provided in Form AOC-1 and forms partof this Annual Report.
The audited financial statements of the subsidiary Company are available on the websiteof the Company www.saicapital.co.in.
Considering the financial requirements and in the absence of distributable profit yourDirectors have not recommended any Dividend for the year ended March 31 2021.
e) Amount Transfer to Reserves
Your Directors do not propose to transfer any amount to the reserves.
f) Share Capital
There is no change in Share Capital of the Company during the year under review.
g) Material changes affecting the Company
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.
h) Change in the nature of business if any
There has been no change in the nature of Company's business of the Company during thefinancial year ended March 31 2021.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Appointments/ Re-appointments
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Juhi Singh (DIN:02022313) Non-ExecutiveDirector is retiring by rotation at the ensuing Annual General Meeting (AGM) and iseligible for re-appointment.
The Members in the 25th Annual General Meeting held on 28thDecember 2020 ("AGM") approved the following:
> Re-appointment of Dr. Niraj Kumar Singh (DIN: 00233396) as a Chairman and ManagingDirector of the Company for a further term of three consecutive years w.e.f 14thAugust 2020.
> Appointment of Mr. Kailash Chandra Sharma (DIN: 00339013) as an IndependentNon-Executive Director for a term of five consecutive years w.e.f 14thNovember 2019.
During the year on the recommendation of Nomination and Remuneration Committee theBoard of Directors at their meeting held on 26th March 2021 appointed Mrs.Kamlesh Gupta (DIN: 07243898) as an Additional Director (Non-Executive Independent) ofthe Company for a first term of five years. Your Board recommends her appointment as aDirector (Non-Executive Independent) at the ensuing AGM.
During the period under review Mrs. Shikha Arora resigned from the position ofDirector of the Company w.e.f. March 26 2021. The Directors wish to place on record theirappreciation for the contribution made by Mrs. Shikha Arora during her tenure as anIndependent Director of the Company.
All the Independent Directors of your Company have submitted declarations confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013and the SEBI Listing Regulations and are not disqualified from continuing as IndependentDirectors. The Board is of the opinion that the Independent Directors of the Companypossess requisite qualifications experience and expertise and that they hold the higheststandards of integrity. The Independent Directors of the Company have confirmed complianceof relevant provisions of Rule 6 of the Companies (Appointments and Qualifications ofDirectors) Rules 2014. The policy of the Company on appointment and remuneration includescriteria for determining qualifications positive attributes and independence of adirector. The Nomination and Remuneration Committee had adopted principles laid down foridentification of Key Managerial Personnel Senior Management including the executivedirectors.
The policy relating to the remuneration of Directors Key Managerial Personnel andother employees is framed with the object of attracting retaining and motivating talentwhich is required to run the Company successfully. The same is available on the website ofthe Company at www.saicapital.co.in.
The details of programmes to familiarize the Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are available on thewebsite of the Company at www.saicapital.co.in.
b) Performance Evaluation
In terms of the requirement of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations')an annual performance evaluation of the Board its Committees and the Directors wasundertaken which included the evaluation of the Board as a whole Board Committees andpeer evaluation of the Directors. The criteria for performance evaluation covers the areasrelevant to the functioning of the Board and Board Committees such as its compositionoversight and effectiveness performance skills and structure etc.
The performance of individual directors was evaluated on the parameters such aspreparation participation conduct independent judgement and effectiveness. Theperformance evaluation of Independent Directors was done by the entire Board of Directorsand in the evaluation of the Directors the Directors being evaluated had notparticipated. As an outcome of the evaluation it was noted that Board as a whole has acomposition that is diverse in experience and perspective and fosters lively andconstructive debates. The discussion quality is robust well intended and leads to cleardirection and decision. The presentations by the Senior Management and their teamsprovides an insight at a deeper level and exposure to categories. It was also noted thatthe Board Committees functions professionally and smoothly and besides the BoardCommittee's terms of reference as mandated by law important issues are bought up anddiscussed in the respective Board Committees. The Board also noted that given the plethoraof information presented at the Board/ Committee meetings pre-reads helps assimilateissues discussed during the meetings. The Board engages itself in the areas identified andwherever required actions taken.
A brief profile of the Director proposed to be appointed/ re-appointed as requiredunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appendedas an Annexure to the Notice of the ensuing AGM. The Board recommends the same for theapproval of the shareholders of the Company.
c) Directors' Responsibility Statement
The audited accounts for the year under review are in conformity with the requirementsof the Act and the Indian Accounting Standards. The financial statements reflect fairlythe form and substance of transactions carried out during the year under review andreasonably present your Company's financial condition and results of operations.
(a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed and no material departureshave been made from the same;
(b) 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 as at 31st March 2021 and of the profitor (loss) of the Company for that period;
(c) 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;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on Corporate Social Responsibility.
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES
Your Company considers people as its biggest assets and Believing in People' isat the heart of its human resource strategy. It has put concerted efforts in talentmanagement and succession planning practices strong performance management and learningand training initiatives to ensure that your Company consistently develops inspiringstrong and credible leadership.
Your Company has established an organization structure that is agile and focused ondelivering business results. Your Company strongly believes in fostering a culture oftrust and mutual respect in all its employees and seeks to ensure that Company's valuesand principles are understood by all and are the reference point in all people matters.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (Rules') is appended to the Report. The information as per Rule 5 ofthe Rules forms part of this Report.
During the year under review your Company has not floated any Scheme in relation toEmployees Stock Option.
As per the requirement of The Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 (POSH) your Company has a robust mechanism in placeto redress complaints reported under it. The Company has complied with provisions relatingto the constitution of Internal Complaints Committee under POSH. The Internal Committee(IC) was composed of internal members and an external member who has extensive experiencein the field. In the financial year 2020-21 no cases of sexual harassment were reported.
Your Directors reaffirm their commitment to good corporate governance practices. Duringthe year under review your Company was compliant with the provisions relating tocorporate governance. The compliance report is provided in the Corporate Governancesection of the Annual Report.
The Auditor's Certificate on compliance with the conditions of corporate governanceforming part of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is providedin this Report.
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at www.saicapital.co.in.
The Vigil Mechanism of the Company is governed by significant policy which is availableon Company's website at https://www.saicapital.co.in. The said mechanism isavailable to the Director(s)/ Employee(s) who can report to the Company Secretary on aconfidential basis any practices or actions believed to be inappropriate or illegal. ThePolicy provides for adequate safeguards against victimization of director(s)/ employee(s)who avail of the mechanism and also provides for direct access to the Chairman of theAudit Committee in exceptional cases. It is affirmed that no person has been denied accessto the Audit Committee.
The Company sensitizes the availability of the above vigil mechanism from time to timeto the directors and employees of the Company.
NOMINATION AND REMUNERATION POLICY
The details of the Remuneration Policy are given in the Corporate Governance Reportforming part of this Annual Report. The Nomination and Remuneration Policy is posted onthe website of your Company i.e. www.saicapital.co.in
The purpose of Risk Management is to assist the Board in fulfilling itsresponsibilities with regard to the identification evaluation and mitigation ofoperational strategic and environmental risks. It involves identifying potential eventsthat may affect the Company and formulating strategy to manage these events while ensuringthat the risk exposure remains at the defined appropriate levels. The Company hasdeveloped and implemented comprehensive risk assessment and mitigation procedures as laiddown in the Company's Risk Management Policy duly approved by the Board. There are norisks identified by the Board which may threaten the existence of the Company. Thedetailed risk review is provided in the Management Discussion & Analysis sectionforming integral part of Annual Report. The Risk Management Policy of the Company isavailable on the Company's website i.e. www.saicapital.co.in.
RELATED PARTY TRANSACTIONS
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website at www.saicapital.co.in. This policy deals with thereview and approval of related party transactions.
The Board of Directors of the Company has approved the criteria to grant omnibusapproval by the Audit Committee within the overall framework of the policy on relatedparty transactions. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and at arm'slength.
All related party transactions are placed before the Audit Committee for review andapproval. All related party transactions entered during the financial year 2020-21 were inordinary course of the business and were on an arm's length basis. In terms of the Act nomaterial related party transactions were entered during the Financial Year by yourCompany. Members may refer to the financial statement which sets out related partydisclosures pursuant to IND AS-24.
Your Company has not accepted any Public Deposits under Chapter V of the Companies Act2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company is not required to transfer any amount to Investor Education andProtection Fund during the financial year ended March 31 2021.
DETAILS OF LOANS AND INVESTMENTS
The particulars of Investments Loans and Guarantees covered under the provisions ofSection 186 of the Companies Act 2013 read with the rules made thereunder are given inthe Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operations in future.
STATUTORY AUDITORS AND AUDITORS REPORT
In terms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Members of the Company in 22nd Annual General Meetingheld on 29th September 2017 approved the appointment of M/s Aditya Agarwal& Associates Chartered Accountants (Firm Registration No.- 004568C) as the StatutoryAuditors of the Company for an initial term of 5 years i.e. till the conclusion of 27thAnnual General Meeting of the Company.
The Statutory Auditors have confirmed they are not disqualified from continuing asAuditors of the Company. The Report given by M/s Aditya Agarwal & AssociatesChartered Accountants on the financial statement of the Company for the financial year2020-21 is part of the Annual Report. The Notes on financial statement referred to in theAuditor's Report are self-explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification reservation adverse remark ordisclaimer. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company by its Officers or Employees to the Audit Committee underSection 143(12) of the Companies Act 2013.
M/s Rakesh Kumar Singhal & Co. Chartered Accountants New Delhi (Firm RegistrationNo. 023863N) have been re-appointed as Internal Auditors of the Company for the FinancialYear 2021-22 in the meeting of Board of Directors of the Company held on June 30 2021.
COST RECORD AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable on the Company.
SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS
The Secretarial Audit was carried out by Ms. Rashmi Sahni Practicing Company Secretary(Membership No. 25681) for the financial year ended 31st March 2021. The Reportgiven by the Secretarial Auditors is annexed and forms integral part of this Report. TheSecretarial Audit Report is self-explanatory and does not call for any further comments.The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
During the year under review the Secretarial Auditor has not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.
During the year your Company has complied with applicable Secretarial Standards i.e.SS-1 and SS-2 relating to "Meetings of the Board of Directors" and"General Meetings" respectively.
MEETINGS OF THE BOARD
Nine Meetings of the Board of Directors were held during the year. The particulars ofthe meetings held and attended by Directors are detailed in the Corporate GovernanceReport.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has put in place adequate internal control systems that are commensuratewith the size of its operations. Internal control systems comprising policies andprocedures are designed to ensure sound management of your Company's operationssafekeeping of its assets optimal utilisation of resources reliability of its financialinformation and compliance. Clearly defined roles and responsibilities have beeninstitutionalised and systems and procedures are periodically reviewed to keep pace withthe growing size and complexity of your Company's operations.
During the year 2020-21 Mrs. Kamlesh Gupta Non-Executive Independent Director wasappointed as the Chairperson of Audit Committee effective from 26th March2021 in place of Mrs. Shikha Arora who resigned w.e.f. 26th March 2021 forpersonal reasons.
Accordingly the Audit Committee comprises Non-Executive Independent Directorsnamely Mrs. Kamlesh Gupta (Chairperson) and Mr. Kailash Chandra Sharma and Mrs. JuhiSingh Non-Executive Director. Powers and role of the Audit Committee are included inCorporate Governance Report. All the recommendations made by the Audit Committee wereaccepted by the Board of Directors.
INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as under:
A) CONSERVATION OF ENERGY
i. Energy conservation measures taken - N.A.
ii. Additional Investments and proposals if any being implemented for reduction ofconsumption of energy - N.A.
iii. Impact of the measures at (i) and (ii) above for reduction of energy consumptionand consequent impact in the cost of production of goods - N.A.
iv) Steps taken by the Company for utilizing alternate sources of energy - N.A.
v) Capital investment on energy conservation Equipment - N.A.
B) TECHNOLOGY ABSORPTION
i. Efforts made in technology absorption - N.A.
ii. Specific areas in which R & D carried out by the Company and Benefits derivedas a result of R & D - N.A.
iii. Technology imported during last three years - None
iv. The future plan of action - None
v. Expenditure in R & D - Nil
vi. Technology Absorption adaptation and innovation efforts & benefits to theCompany - N.A.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
i. Efforts and initiative in relation to the exports - N.A.
ii. Total foreign exchange used and earned - N.A.
PREVENTION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 ("Insider Trading Regulations") asamended your Company has adopted a Code of Practices & Procedures for fairdisclosure of Unpublished Price Sensitive Information' (UPSL) to regulate monitor andreport trading by designated persons in listed securities of your Company ("theCode").
The Code aims at preserving and preventing misuse of UPSI. All Designated Persons ofyour Company are covered under the Code which provides inter alia for periodicaldisclosures and obtaining pre-clearances for trading in securities of your Company. PANbased online tracking mechanism for monitoring of the trade in your Company's securitiesby the "Designated Persons" and their relatives is in place to ensure real timedetection and taking appropriate action in case of any non-compliance with the provisionsof the Code.
The Board designated persons and other connected persons have affirmed compliance withthe Code.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
COVID-19 was not only a health crisis but it also had unprecedented and far-reachingimplications on the global economy. The pandemic led to a sharp decline in global tradevolatile commodity prices and uncertain liquidity conditions.
The contraction in GDP seen in many countries including India was because of reducedeconomic activity and restricted mobility due to COVID-19 as people curtaileddiscretionary spending and focused on essentials and precautionary savings due to the highlevels of uncertainty. The pandemic affected both demand and supply at least in theshort-term. As lockdowns eased across the world economic activity gradually started torecover.
In terms of Regulation 34 of the Listing Regulations the Management Discussion andAnalysis report on your Company's performance industry trends and other material changeswith respect to the Company are as under:
i. Industry Structure and Developments & Outlook Opportunities & Threats andDiscussion on financial performance with respect to operational performance:
The following analysis of Company's financial condition and results of operationsshould be read in conjunction with our financial statements and the notes theretocontained elsewhere in this report. Some of the statements in this report constituteforward-looking statements which relate to future events or our future performance orfinancial condition. The forward-looking statements contained herein involve risks anduncertainties including statements as to:
our future operating results;
our business prospects
the impact of investments that we expect to make;
the dependence of our future success on the general economy and its impact onthe industries in which we invest;
our expected financing operations and investments; and
the adequacy of our cash resources and working capital;
We generally use words such as "anticipates" "believes""expects" "intends" and similar expressions to identifyforward-looking statements. Our actual results could differ materially from thoseprojected in the forward-looking statements for any reason.
ii. Segment wise or product wise performance: N.A.
iii. Risk and Concerns: The Company has such risk and concerns similar to the industryin which it operates.
iv. Internal Control Systems and their adequacy: The Company has appropriate InternalControl Systems and they are adequate and commensurate to the size of the business.
v. Material Developments in Human Resources / Industrial Relations front includingnumber of people employed: There is no material development in Human Resources during theyear under review. Number of people employed during the financial year under considerationare 3.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items during the period under review:
a) . There was no issue of equity shares with differential voting rights as todividend voting or otherwise.
b) There was no issue of shares (including sweat equity shares) to the employees of theCompany under any Scheme.
c) There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.
d) There was no instance of one time settlement with any bank or financial institution.
e) Managing Director of the Company did not receive any remuneration or commission fromany of the subsidiary companies.
The Directors hereby wish to place on record their appreciation of the efficient andloyal services rendered by each and every employee without whose whole-hearted effortsthe overall satisfactory performance would not have been possible. Your Directors lookforward to the long-term future with confidence.
| ||By Order of the Board of Directors For Sai Capital Limited |
|Dated : December 01 2021 ||Dr. Niraj Kumar Singh Chairman & Managing Director |
|Place : New Delhi ||DIN: 00233396 |