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Sai Capital Ltd.

BSE: 531931 Sector: Financials
NSE: N.A. ISIN Code: INE531X01018
BSE 00:00 | 22 Jul Sai Capital Ltd
NSE 05:30 | 01 Jan Sai Capital Ltd
OPEN 16.10
PREVIOUS CLOSE 16.10
VOLUME 100
52-Week high 16.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 17.40
Buy Qty 10000.00
Sell Price 18.85
Sell Qty 50.00
OPEN 16.10
CLOSE 16.10
VOLUME 100
52-Week high 16.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 17.40
Buy Qty 10000.00
Sell Price 18.85
Sell Qty 50.00

Sai Capital Ltd. (SAICAPITAL) - Director Report

Company director report

Dear Members

Your Directors present their Report together with the Audited Financial Statements forthe year ended 31st March 2020.

Financial performance

a) Financial Results

Amount in Lacs

Description

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations & Other Income 0.87 Nil 21121.18 20066.53
Expenses 50.87 (43.03) 16952.06 15249.64
Profit before exceptional items and tax (50.00) (43.03) 4169.12 4816.89
Exceptional Items (Prior Period Income/ (Expenses) Nil Nil Nil Nil
Profit before tax (50.00) (43.03) 4169.12 4816.89
Provision for taxation
Current Tax Nil Nil 1052.88 1732.63
Deferred Tax Nil Nil 5.40 7.73
Tax of earlier year Nil Nil (3.83) (14.20)
Profit after tax (50.00) (43.03) 3114.67 3090.73

* Financial Statements prepared in accordance with Section 133 of the Companies Act2013 read with the rules made thereunder and Indian Accounting Standards (Ind AS) alongwith the Auditor's Report form part of the Annual Report.

b) Overview of Company Performance

Your Directors wish to place on record their sincere appreciation to the Company'semployees suppliers customers & Government authorities for their selfless effortswhich helped your Company reach normalcy in operations within few weeks of lock-down.

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 is available on the websiteof the Company www.saicapital.co.in.

d) Dividend

Considering the financial requirements and in the absence of distributable profit yourDirectors have not recommended any Dividend for the year ended March 31 2020

e) Reserves

The Company has not transferred any amount to the General Reserve during the financialyear ended March 31 2020.

f) Share Capital

There is no change in Share Capital of the Company during the year under review.

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 Board of Directors at their Meeting held on 10th August 2020 on thebasis of the recommendation of the Nomination and Remuneration Committee has proposed there-appointment of Dr. Niraj Kumar Singh as Chairman and Managing Director of the Companyfor approval of the shareholders at the ensuing AGM of the Company for a period of 3(Three) consecutive years w.e.f. 14th August 2020.

Mr. Narendra Prakash Sharma was appointed as Non-Executive Independent Director inAnnual General Meeting held on 30th September 2014 for a second term of fiveyears. Accordingly his term of appointment as Independent Director of the Company expiredon September 29 2019 and on the recommendation of Nomination and Remuneration Committeethe Board of Directors at its meeting held on 14th November 2019 the Companyappointed Mr. Kailash Chandra Sharma as an (NonExecutive Independent) Additional Directorof the Company. Your Board recommends his appointment as a Director (NonExecutiveIndependent) at the ensuing AGM.

During the period under review Ms. Megha Bansal resigned from the position of CompanySecretary and Compliance Officer w.e.f. June 29 2019 and Mr. Nitin Gupta (Membership No.F8485) has been appointed as Company Secretary and Compliance Officer of the Companyw.e.f. June 29 2019

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.

b) Directors' Responsibility Statement

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

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed;

(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 on 31st March 2020 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts are prepared 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 are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultant(s) and the reviews made by the Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Companys internal financial controls were adequate and operationally effectiveduring FY 2019-20.

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.

EMPLOYEES

a) Particulars of Remuneration of Directors KMPs and Employees

A statement containing the details of the Remuneration of Directors Key ManagementPersonnel and Employees as required under Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 forms a part of this Annual Report.

However as per the provisions of Section 136 of the Companies Act 2013 the reportand financial statements are being sent to the Members and others entitled thereto afterexcluding the disclosure on particulars of employees. The disclosure is available forinspection by the Members at the Registered Office of your Company during business hourson all working days of the Company up to the date of the ensuing Annual General Meeting.If any Member is interested in obtaining a copy thereof such Member may write an e-mailto cs@saicapital.co.in

b) Employee Stock Option Scheme (ESOS)

During the year under review your Company has not floated any Scheme in relation toEmployees Stock Option.

c) Disclosure on Sexual Harassment of Women at Workplace

Your Company has in place a policy on prevention of sexual harassment at workplace inaccordance with the provisions of Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013.

The policy aims at prevention of harassment of women employees and lays down theguidelines for identification reporting and prevention of sexual harassment. There is anInternal Complaints Committee (ICC) which is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the policy. During theyear ended 31st March 2020 no complaints were received pertaining to sexual harassment.

Further in terms of the provisions of the SEBI LODR the disclosures in relations tothe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 during the financial year ended on March 31 2020 are as under:

a. Number of complaints filed during the financial year: NIL

b. Number of complaints disposed of during the financial year: NIL

c. Number of complaints pending as on end of the financial year: NIL

GOVERNANCE / SECRETARIAL

a) Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2020 along withthe Statutory Auditor's Certificate on compliance with the provisions of corporategovernance under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as ‘SEBI Listing Regulations 2015) forms a part of theAnnual Report.

b) Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 read withthe rules made thereunder the Extract of Annual Return of the Company has been placed onthe website of the Company i.e. www.saicapital.co.in.

c) Whistle Blower Policy

Pursuant to the provisions of Section 177(10) of the Act read with the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI LODR yourCompany has a Vigil Mechanism namely Whistle Blower Policy for directors employees andbusiness partners to report genuine concerns about unethical behavior actual or suspectedfraud or violation of your Company's code of conduct or ethics policy and to ensure thatthe Whistle Blower is protected. The Whistle Blower Policy is posted on the website ofyour Company i.e. www.saicapital.co.in.

d) Board Evaluation

The details of evaluation of Directors Committees and Board as a whole are given inthe Corporate Governance Report forming part of this Annual Report.

e) 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

f) Risk Management

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.

g) Independent Directors

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013and SEBI Listing Regulations 2015.

h) Board and Committees

The details of Board and its Committees are given in the Corporate Governance Report.

i) Related Party Transactions

The framework for dealing with related party transactions is given in the CorporateGovernance Report. During the year your Company did not enter into any contract /arrangement / transactions with Related Parties referred in Section 188(1) of theCompanies Act 2013 read with the rules made thereunder.

In accordance with Ind AS-24 the Related Party Transactions are disclosed in theFinancial Statements.

j) Public Deposits

Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

k) Particulars of Investments Loans and Guarantees

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.

l) Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.

m) Compliance with Secretarial Standards

During the year under review the Company has complied with all the applicableSecretarial Standards.

AUDITORS

a) Statutory Auditors

M/s Aditya Agarwal & Associates Chartered Accountants New Delhi (FirmRegistration No. 004568C) were appointed as Statutory Auditors of the Company at the 22ndAnnual General Meeting of the Company held on September 29 2017 for a term of 5 (Five)consecutive years.

b) Secretarial Auditors

Ms. Rashmi Sahni Practicing Company Secretary (Membership No. 25681) has beenappointed as Secretarial Auditors of the Company up to the Financial Year 2022-23 in themeeting of Board of Directors of the Company held on February 11 2019.

c) Internal Auditors

M/s Rakesh Kumar Singhal & Co. Chartered Accountants New Delhi (Firm RegistrationNo. 023863N) have been reappointed as Internal Auditors of the Company for the FinancialYear 2020-21 in the meeting of Board of Directors of the Company held on July 27 2020.

d) Reporting of Frauds by Auditors

During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013.

e) 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.

AUDIT REPORTS

• The Auditors' Report for financial year 2019-20 does not contain anyqualifications reservations or adverse remarks. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.

• The Secretarial Auditors' Report for financial year 201 9-20 does not containany qualifications reservations or adverse remarks.

INTERNAL FINANCIAL CONTROL

Your 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 was observed.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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

The Company has a robust Insider Trading Policy on Investor relations in line with SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018. This policy includespolicy and procedures for inquiry in case of leak of Unpublished Price SensitiveInformation (UPSI) or suspected ?? of UPSI. The Company has automated the declarations anddisclosures to identified designated persons and a Board reviews the policy on a needbasis. The policy is available on our website at www.saicapital.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 concern similar to the industryin which it operates.

iv. Internal Control System 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.

GREEN INITIATIVES

The Company strives to minimize use of products that leave a Carbon Footprint.Accordingly electronic copies of the Annual Report 2019-20 and the notice of the 25thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/ depository participant(s). Under normal circumstances physical copies aresent via permitted mode only to Members who have not registered their e-mail addresseswith the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude for the valuable assistance andco-operation received from shareholders banks government authorities customers andvendors. Your Directors also wish to place on record their appreciation for the committedservices of all the employees of the Company.

By Order of the Board of Directors
For Sai Capital Limited
Dr. Niraj Kumar Singh
Dated : December 03 2020 Chairman & Managing Director
Place : New Delhi DIN: 00233396