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Sai Industries Ltd.

BSE: 530905 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Sai Industries Ltd
NSE 05:30 | 01 Jan Sai Industries Ltd

Sai Industries Ltd. (SAIINDS) - Director Report

Company director report

BOARD'S REPORT

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany (the company) along with Audited Financial Statements for the financial year ended31st March 2017.

FINANCIAL HIGHLIGHTS:

The summary of the financial performance of the Company for the financial year ended 31stMarch 2017 compared to the previous year ended 31st March 2016 are givenbelow:

Particulars 2016-17 2015-16
Revenue from Operations & Other Income - -
Total Expenses 334959 423774
Profit Before Tax (334959) (423774)
Current Tax - -
Deferred Tax - -
Previous year Tax - -
Profit After Tax (334959) (423774)
Earnings per share (0.11) (0.14)

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".

NUMBER OF MEETINGS OF THE BOARD

The Board met 04 (Four) times during the financial year the details of which are givenunder the Corporate Governance report that forms part of this Annual Report. Theintervening gaps between any two meetingsdid not exceed 120 days as prescribed by theCompanies Act 2013 and Secretarial Standards.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed.

ii) 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 financial year and of theprofit of the Company for that period.

iii) 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.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent Director u/s149(7) of the Companies Act 2013 that he meets the criteria of independence laid down u/s149(6) of the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015.

AUDITORS REPORT & AUDITORS:

Audit Reports:

• The Auditors' Report for fiscal 2017 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.

• The Secretarial Auditors' Report for fiscal 2017 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure B to the Board's report in this Annual Report.

• As required by the Listing Regulations the Certificate on Corporate Governanceis enclosed as Annexure D to the Board's report. The auditors' certificate for fiscal 2017does not contain any qualification reservation or adverse remark.

Statutory Auditor:

Pursuant to Section 139 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 and to the recommendation made by the Audit Committee of theBoardM/sDhillon& Associates Chartered Accountants Delhi having Firm RegistrationNo.002783Nis to be re-appointed as the Statutory Auditor of the Company who shall holdoffice from the conclusion of this 26rd Annual General Meeting till conclusionof 29th Annual General Meeting (subject to ratification of the appointment bythe members at every Annual General Meeting).

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed M/s Jain Preeti& Company Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2016-17.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans Guarantees and Investments u/s 186 of the Companies Act 2013 form part of thenotes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

All related party transactions entered during the Financial Year were in ordinarycourse of the business and on arm's length basis. There were material related partytransactions entered during the Financial Year by your Company. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2 is applicable to your Company which is marked as "AnnexureC".

DETAILS OF SIGNIFICANT & MATERIAL ORDERS

No significant and material order has been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and Company's operations infuture details of which needs to be disclosed in the board's report as Section 134 (3)(q)read with rule 8 of Companies (Accounts) Rules 2014.

DIVIDEND

In view of the fund needed for Business opportunities your Directors do not recommendany Dividend for the Financial Year ended on 31st March 2017.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGES AND OUTGO

Statement containing the necessary information as required u/s 134(3) read withCompanies (Accounts) Rules 2014 is given are as under:

Particulars Current Year 2016-17 Previous Year 2015-16
NIL NIL
Energy Conservation
Technology Absorption NIL NIL
Foreign Exchange Earnings and Outgoing NIL NIL

NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

DIRECTORS

In accordance with the provisions of Section 152 of the Act Mrs. Juhi Singh (DIN:02022313) Directors of the Company retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer herself for re-appointment.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint Ventures and Associate Company.

PUBLIC DEPOSITS

Pursuant to the provision of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 the Company has not accepted any deposits from thepublic during the Financial Year 2016-17.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 mandated the formulation of certain policiesfor all Listed Companies. All our Corporate Governance policies are available on ourwebsite www.shrisaiindustries.com.The policies are reviewed periodically by the Board andupdated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:

S.No Name of the Policies Brief Description
1. Nomination and Remuneration policy This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive/ non-executive) and also the criteria for determining the remuneration of the Directors KMP and other employees.
2. Policy for Determining Materiality for Disclosures This policy applies to disclosures of material events affecting the Company. This policy is in addition to the Company's corporate policy statement on investor relations which deals with the dissemination of unpublished price sensitive information. The Company is committed to being open and transparent with all stakeholders.
3. Code of Conduct for Director and Senior Managerial Persons The Company in its Board of Directors Meeting has approved the "Code of Conduct" applicable for all Board members and senior managerial persons. As per requirements of the listing agreement a copy of "Code of Conduct" was sent to all Directors. A copy of the same is also available at Registered Office of the Company.
5. Vigil Mechanism/ Whistle Blower Policy The Company has adopted the whistleblower mechanism for Directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics.
6. Related Party Transaction Policy The policy regulates all transactions between the Company and its related parties.
7. Insider Trading Policy The policy provides the framework in dealing with securities of the Company.

TERMS AND CONDITIONS OF INDEPENDENT DIRECTOR

The terms and conditions of appointment of the Independent Directors are subject to theextant provisions of the applicable laws including the Companies Act 2013 Regulation 25of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and Articles ofAssociation of the Company. The details of the Terms and Condition of Independent Directorare available on the given link www.shrisaiindustries.com.

CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION

In accordance with SEBI (Prohibition of Insider Trading) Regulation 2015 the Board ofDirectors has adopted the Code of Practices and Procedure for fair disclosure ofUnpublished Price Sensitive Information to be followed by Directors Employees and otherconnected persons. The approved code is available on the given linkwww.shrisaiindustries.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations theCompany has formulated a programme for familiarizing the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The details of the aforementioned programme are available on the Company'swebsite at www.shrisaiindustries.com.

BOARD COMMITTEES

In compliance with the requirements of the Act and SEBI Listing Regulations your Boardhad constituted various Board Committees including Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee.

Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Companyvizwww.shrisaiindustries.com. Details of scope constitution terms of reference numberof meetings held during the year under review along with attendance of Committee Memberstherein form part of the Corporate Governance Report annexed to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established internal control systems which is adequate commensuratewith its size and nature of operations so as to ensure smoothness of operations andcompliance with applicable legislation.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from M/s Jain Preeti& Co. Company Secretary in Practice in compliancewith the requirements of Corporate Governance as stipulated in Regulation 27 of SecuritiesExchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015and of the Listing Agreement.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by theshareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders Grievances Committee of the Board meets periodically and reviews the statusof the Shareholders Grievances.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is provided upon request. In terms of Section 136 of the Act the reportsand accounts are being sent to the members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by the members atthe

Registered office of the company during business hours on working days of the companyup to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

UPDATE ON MERGER

In the Board Meeting held on January 25 2014 the Board of Directors of the Companyhad approved the Scheme of Amalgamation which consists of Merger of Skyway Ventures Ltd(SVL)[Transferor Companies] with Sai Industries Ltd. (SIL) [Transferee Company].The Applicationunder clause 24(f) of the listing agreement had already been submitted tothe DesignatedandRegional Stock Exchange(s) where the Sai Industries limited are listedThepetition under section 391-394 of the Companies Act 1956 has been submitted to Hon'bleHigh Court of Delhi.

The scheme was approved by requisite majority of shareholders attending and voting atthe meeting Further the Company has also filed petition seeking sanction of scheme ofamalgamation before the Hon'ble High Court of Delhi.

The Case has Been Transferred to NCLT as Chapter XV of the New Act deals with

"Compromises Arrangements and Amalgamations" and consolidates theapplicable provisions and related issues. The Old Act required M&A to be sanctionedthrough a court process. The said process will continue under the New Act (with certainexemptions and relaxations) but the jurisdiction of court with regard to such Schemes willnow vest with NCLT.

ACKNOWLEDMENT

Your Directors would like to express their sincere appreciation for the assistance andco- operation received from the financial institutions banks Government authoritiescustomers vendors and member during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives and staff.

By Order of the Board
For Sai Industries Limited
Sd/-
Niraj Kumar Singh
Managing Director
DIN: 0023339
Date: 05.09.2017
Place: Delhi