The Board of Directors presents the 27th Annual Report of your Companyalong with Audited Financial Statements for the financial year ended 31st March 2018.
The summary of the financial performance of the Company for thefinancial year ended 31st March 2018 compared to the previous year ended 31st March 2017are given below:
(Amount in Rupees)
|Particulars || |
|Revenue from Operations & Other Income || |
|Total Expenses || |
|Profit Before Tax || |
|Tax: || || |
|a. Current Tax || |
|b. Deferred Tax || |
|c. Previous year Tax || |
|Profit After Tax || |
|Earnings per share || |
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in FormMGT-9 is annexed herewith as "Annexure A".
NATURE OF BUSINESS
There is no change in the nature of business during the period underreview.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Ventures and AssociateCompany.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (Five) times during the financial year the details ofwhich are given under the Corporate Governance report that forms part of this AnnualReport. The intervening gaps between any two meetings did not exceed 120 days asprescribed by the Companies Act 2013 and Secretarial Standards.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with 134 (5) of the Companies Act2013 the directors would like to state that:
i) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
ii) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end offinancial year and of the profit and loss of the Company for that period.
iii) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) The directors had prepared the annual accounts on a going concernbasis.
v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
vi) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independentDirector u/s 149(7) of the Companies Act 2013 that he meets the criteria of independencelaid down u/s 149(6) of the Companies Act 2013 and SEBI(Listing Obligation and DisclosureRequirement) Regulation 2015.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2018 the Board had 4Directorsone of whom was executive 2 were independent directors& remaining 1was Non Executive.
The policy of the Company on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available on our website. There has been no change in the policysince last fiscal. We affirm that the remuneration paid to the directors is as per theterms laid out in the Nomination and Remuneration Policy of the Company.
AUDITORS REPORT & AUDITORS:
The Auditors' Report for fiscal 2018 does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.
The Secretarial Auditors' Report for fiscal 2018 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 CorporateGovernance is enclosed as Annexure D to the Board's report. The auditors' certificate forfiscal 2018 does not contain any qualification reservation or adverse remark.
Pursuant to Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s Dhillon & Associates CharteredAccountants having FRN 02783N were appointed as the Statutory Auditor of the Company tohold office from the conclusion of 24thAnnual General Meeting till conclusion of the 29thAnnual General Meetingof the Company subject to ratification at every Annual GeneralMeeting. The Ministry of Corporate Affairs vide its Notification dated 7thMay 2018 hasdispensed with the requirement of ratification of
Auditor's appointment by the shareholders every year. Hence theresolution relating to ratification of Auditor's appointment is not included in the Noticeof the ensuing Annual General Meeting.
Pursuant to provisions of section 204 of the Companies Act 2013 andRule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed M/s Anand Sharma & Associates Company Secretaries toundertake the Secretarial Audit of the Company for the Financial Year 2017-18in place ofM/s. Jain Preeti& Co.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans Guarantees and Investments u/s 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
Secretarial Standards Pursuant to the provisions of Section 118 of theCompanies Act 2013 the Company has complied with the applicable provisions of theSecretarial Standards issued by the Institute of Companies Secretaries of India.
PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES
All related party transactions entered during the Financial Year werein ordinary course of the business and on arm's length basis. There were material relatedparty transactions 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 orCourts or Tribunals impacting the going concern status of the
Company and Company's operations in future details of which needs tobe disclosed in the Board's Report as Section 134 (3)(q) read with Rule 8 of Companies(Accounts) Rules 2014.
TRANSFER TO RESERVES
Our Company has transferred amount of Rs. (451966)/- to Reserves andSurplus as required by section 45-IC of the RBI Act 1934.
In view of the fund needed for Business opportunities your Directorsdo not recommend any dividend for the Financial Year ended on 31st March 2018.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
However the Company has changed its Registered Office at their BoardMeeting held on 6th January 2018 from 204 Aurobindo Place HauzKhas New Delhi-110016 to302 3rd Floor C-2/4 Community Centre Ashok Vihar Phase-2 New Delhi-110052.
STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGES AND OUTGO
Statement containing the necessary information as required u/s 134(3)read with Companies (Accounts) Rules 2014 is given are as under:
(A) Conservation of energy-NIL i. the steps taken or impact onconservation of energy; ii. the steps taken by the company for utilising alternate sourcesof energy; iii. the capital investment on energy conservation equipments;
(B) Technology absorption- NIL i. the efforts made towardstechnology absorption; ii. the benefits derived like product improvement cost reductionproduct development or import substitution; iii. in case of imported technology (importedduring the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported; (b) the year of import; (c)whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken placeand the reasons thereof; and iv. the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo-
|Particulars || |
Current Year (2017- 18)
Previous Year (2016- 17)
|a) Foreign Exchange Earnings || |
| || || |
|b) Foreign Exchange Outgo || |
| || || |
| || || |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluationcriteria procedure and time schedule for the Performance Evaluation process for theBoard its Committees and Directors.
The Board's functioning was evaluated on various aspects including interalia degree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning.
NATURE OF BUSINESS
There is no change in the nature of business during the period underreview. BOARD OF DIRECTORS APPOINTNTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act Ms. JuhiSingh (DIN: 02022313) Director of the Company liable to retire by rotation at theforthcoming Annual General Meeting of the Company and being eligible offer herself forre-appointment.
The information of Directors seeking appointment/ reappointment asrequired pursuant to Regulation 36(3) of SEBI Listing Regulations is provided in thenotice of the 27thAnnual General Meeting of the Company.
During the year 2017-18 information of Directors appointed/resignedprovided in corporate governance report and hence not repeated here for the sake ofbrevity.
Further during the Financial Year 2017-18 Mr. Rakesh Bisht(ACS-31834) Company Secretary has resigned from the Company with effect from 22nd August2017.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has adopted a Nomination and Remuneration Policy for theDirectors Key Managerial Personnel and other employees pursuant to the provisions of theAct and the Listing Regulations.
In accordance with the Nomination and Remuneration Policy adopted bythe Company the Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile ofpotential candidates vis-a-vis the required competencies and meeting potential candidatesprior to making recommendations of their nomination to the Board in accordance with theNomination and Remuneration Policy of the Company. The Nomination and RemunerationCommittee has formulated the criteria for determining requisite qualifications positiveattributes such as high standards of ethical behavior strong interpersonal andcommunication skills and soundness of judgment and independence of Directors in terms ofprovisions of Section 178 of the Act and the Listing Regulations.
The philosophy for remuneration of Directors Key Managerial Personneland all other employees of the Company is based on the commitment of fostering a cultureof leadership with trust. The Remuneration Policy of the Company is aligned to thisphilosophy.
The Nomination and Remuneration Committee has considered the followingfactors while formulating the Policy:
(i) The level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;
(ii) Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and
(iii) Remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors Key ManagerialPersonnel and all other employees is as per the Remuneration Policy of the Company.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Ventures and AssociateCompany.
Pursuant to the provision of Section 73 of the Companies Act 2013 andthe Companies (Acceptance of Deposits) Rules 2014 the Company has not accepted anydeposits from the public during the Financial Year 2017-18.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of business including adherence to the
Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand timely preparation of reliable financial disclosures.
We seek to promote and follow the highest level of ethical standards inall our business transactions guided by our value system. The SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 mandated the formulation of certainpolicies for all Listed Companies. All our Corporate Governance policies are available onour website www.shrisaiindustries.com. The policies are reviewed periodically by the Boardand updated based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics key policies that havebeen adopted by the Company are as follows:
| || |
| || |
|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. |
|4. Policy for Preservation of Documents ||In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directors of company has adopted this Policy for Preservation of Documents. |
|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. |
| || |
|8. Anti-Sexual Harassment Policy ||The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy.The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the year 2017-2018 no complaints were received by the Company related to sexual harassment |
| || |
TERMS AND CONDITION OF INDEPENDENT DIRECTOR
The terms and conditions of appointment of the Independent Directorsare subject to the extant provisions of the applicable laws including the Companies Act2013Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulation2015and Articles of Association of the Company. The details of the Terms and Condition ofIndependent Director are available on the given linkhttp://www.shrisaiindustries.com/policy.html.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Act relating to Corporate Social Responsibilityare not applicable. Nevertheless the Company shall continue its endeavor to fulfill itsresponsibility towards society.
CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHEDPRICE SENSITIVE INFORMATION
In accordance with SEBI (Prohibition of Insider Trading) Regulation2015 the Board of Directors has adopted the Code of Practices and Procedure for fairdisclosure of Unpublished Price Sensitive Information to be followed by DirectorsEmployees and other connected persons. The approved code is available on the given linkhttp://www.shrisaiindustries.com/policy.html.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25 of the SEBI ListingRegulations the Company has formulated a programme for familiarising the IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company etc. throughvarious initiatives. The details of the aforementioned programme are available on theCompany's website at http://www.shrisaiindustries.com/policy.html.
In compliance with the requirements of the Act and SEBI ListingRegulations your Board had constituted various Board Committees including AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Directors state that during the year under review no cases ofsexual harassment have been reported.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal audit systems are geared towards ensuringadequate internal controls commensurate with the size and needs of the business with theobjective of efficient conduct of operations through adherence to the Company's policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & AnalysisReport which form an integral part of this Report are set out as separate Annexurestogether with the Certificate from M/s Anand Sharma & Associates Company Secretary inPractice in compliance with the requirements of Corporate Governance as stipulated inRegulation 27 of Securities Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulation 2015 and of the Listing Agreement.
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.
Your Company always endeavors to keep the time of response toshareholders request/ grievance at the minimum. Priority is accorded to address all theissues raised by the shareholders and provide them a satisfactory reply at the earliestpossible time. The Shareholders Grievances Committee of the Board meets periodically andreviews the status of the Shareholders Grievances.
The Company has complied with all the necessary applicable prudentialnorms of Reserve Bank of India (RBI)being NBFC during the year under review.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is provided upon request. In terms of Section 136 ofthe Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered Office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.
The Company is in process of merger with Skyway Ventures Limited. Thenecessary court proceedings are in process.
Your Directors would like to express their sincere appreciation for theassistance and co- operation received from the financial institutions banks Governmentauthorities customers vendors and member during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby the Company's executives and staff.
|By Order of the Board |
|For Sai Industries Limited |
|Niraj Kumar Singh |
|DIN: 00233396 |