Sai Industries Ltd.
|BSE: 530905||Sector: Financials|
|NSE: N.A.||ISIN Code: INE213S01013|
|BSE 05:30 | 01 Jan||Sai Industries Ltd|
|NSE 05:30 | 01 Jan||Sai Industries Ltd|
Sai Industries Ltd. (SAIINDUSTRIES) - Director Report
Company director report
The Board of Directors presents the 28th Annual Report of your Company alongwith Audited Financial Statements for the financial year ended 31st March2019.
The summary of the financial performance of the Company for the financial year ended 31stMarch 2019 compared to the previous year ended 31st March 2018 aregiven below:
(Amount in Rupees)
EXTRACT OF THE ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act2013 and as prescribed in Form No. MGT-9 of the rules prescribed under Chapter VIIrelating to Management and Administration under the Companies Act 2013 is appended asAnnexure. The complete Annual Return is available on the Company's website
NATURE OF BUSINESS
The company did not carry on any non-banking financial activity during the financialyear 2018-19.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Ventures and Associate Company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 (six) 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 meetings did not exceed 120 days as prescribed by theCompanies Act 2013 and Secretarial Standards. Dates of Meetings 30.05.2018 14.08.201814.11.2018 17.12.2018 12.02.2019 and 25.03.2019.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with 134 (5) of the Companies Act 2013 thedirectors would like to state that:
i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 and loss 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.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement.
The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website.
There has been no change in the policy since last fiscal. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
AUDITORS REPORT & AUDITORS:
The Auditors' Report for fiscal 2019 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 2019 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 2019does not contain any qualification reservation or adverse remark.
Pursuant to Section 139 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 M/s Dhillon & Associates Chartered Accountants havingFRN 02783N were appointed as the Statutory Auditor of the Company to hold office from theconclusion of 24th Annual General Meeting till conclusion of the 29thAnnual General Meeting of the Company The Ministry of Corporate Affairs vide itsNotification dated 7th May 2018 has dispensed with the requirement ofratification 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 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s PKG & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2018-19.
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.
Secretarial Standards Pursuant to the provisions of Section 118 of the Companies Act2013 the Company has complied with the applicable provisions of the Secretarial Standardsissued 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 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.
TRANSFER TO RESERVES
Our Company has transferred amount of Rs. (406639)/- to Reserves and Surplus asrequired by section 45-IC of the RBI Act 1934.
In view of the fund needed for Business opportunities your Directors do not recommendany dividend for the Financial Year ended on 31st March 2019.
MATERIAL CHANGES AND COMMITMENTS
As the company did not carry on any business activity during the year The Reserve Bankof India has cancelled its Certificate of Registration.
The Board of Directors of your Company had in its Meeting held on June 28
The Board of Directors of your Company had approved the Scheme of Amalgamationconsisting of Merger of Sai Industries Limited (Transferee Company) with Skyway VenturesLimited (Transferor Company).
The petition under section 391-394 of Companies Act 1956 has been submitted to Hon'bleHigh Court of Delhi. Approval of the members was sought for the scheme of amalgamationpursuant to the provision of Sec. 391 to 394 of the Companies Act 1956. The meeting ofthe members convened as per the direction of the Hon'ble High Court of Delhi. The schemewas approved by requisite majority of shareholders attending voting at the meetingFurther the Company has also filed petition seeking sanction of scheme of amalgamationbefore the Hon'ble High Court of Delhi which was later transferred to NCLT Delhi inaccordance with the notification dated 7.12.2016. The matter is still pending with NCLT.
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:
(A) Conservation of energy-NIL
i. the steps taken or impact on conservation of energy;
ii. the steps taken by the company for utilising alternate sources of energy;
iii. the capital investment on energy conservation equipments;
(B) Technology absorption- NIL
i. the efforts made towards technology absorption;
ii. the benefits derived like product improvement cost reduction product developmentor import substitution;
iii. in case of imported technology (imported during the last three years reckoned fromthe 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 place and the reasonsthereof; and
iv. the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo-
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance performance of the Directors aswell as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The Board's functioning was evaluated on various aspects including inter aliadegree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning.
BOARD OF DIRECTORS
APPOINTNTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act Ms. Juhi Singh (DIN:02022313) Director of the Company liable to retire by rotation at the forthcoming AnnualGeneral Meeting of the Company and being eligible offer herself for re-appointment.
The information of Directors seeking appointment/ reappointment as required pursuant toRegulation 36(3) of SEBI Listing Regulations is provided in the notice of the 28thAnnual General Meeting of the Company.
During the year 2018-19 information of Directors appointed/resigned provided incorporate governance report and hence not repeated here for the sake of brevity.
Further during the Financial Year 2018-19 Mr. Abhimanyu Sehgal and Ms. Chetnaappointed as Company Secretary of the Company w.e.f 17th December 2018 and 25thMarch 2019 respectively both has reigned from the post of Company Secretary.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations.
In accordance with the Nomination and Remuneration Policy adopted by the Company theNomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile of potentialcandidates visa-vis the required competencies and meeting potential candidates prior tomaking recommendations of their nomination to the Board in accordance with the Nominationand Remuneration Policy of the Company. The Nomination and Remuneration Committee hasformulated the criteria for determining requisite qualifications positive attributes suchas high standards of ethical behavior strong interpersonal and communication skills andsoundness of judgment and independence of Directors in terms of provisions of Section 178of the Act and the Listing Regulations.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall 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 Associate Company.
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 2017-18.
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.
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. Thepolicies are reviewed periodically by the Board and updated based on need and newcompliance requirement.
In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:
TERMS AND CONDITION 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 linkhttp://www.shrisaiindustries.com/policy.html.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Act relating to Corporate Social Responsibility are notapplicable. Nevertheless the Company shall continue its endeavor to fulfill itsresponsibility towards society.
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 link
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations theCompany has formulated a programme for familiarising 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 http://www.shrisaiindustries.com/policy.html.
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.
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 of sexual harassmenthave been reported.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
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 Annexures together with theCertificate from M/s PKG & Associates Company Secretary in Practice in compliance withthe 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.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
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.
The Company has complied with all the necessary applicable prudential norms of ReserveBank of India (RBI) being NBFC during the year under review.
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.
Your Directors would like to express their sincere appreciation for the assistance andcooperation 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.