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|
|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|
The Shareowners Sai Industries Limited
Your Directors have pleasure in presenting the 29th Annual Report on the businesses andoperations of the Company and audited financial accounts for the financial year ended 31stMarch 2020
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended on March 31 2020 issummarized below:
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The Profit after tax is (749927) /- as compared to Profit of (407000)/-during the previous financial year.
Your Directors has not recommended any dividend for the current financial year.
4. TRANSFER TO RESERVES
Your Company has not transferred any amount to Reserves & Surplus during the year.
5. CAPITAL STRUCTURE OF THE COMPANY
During the financial year under review the Authorized Share Capital of the Company wasRs. 50000000/- (Rupees Five Crores only) and the Issued Subscribed and Paid-up ShareCapital of the Company stood at 29675911/- (Rupees Two Crores Ninety Six Lakhs SeventyFive Thousand Nine Hundred and Eleven only) divided into 2967591 shares of Rs 10 each.There was no change in the capital structure of the Company during the year.
6 . DETAILS OF SUBSIDIARIES
The company is not having any subsidiary company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS:
KEY MANAGERIAL PERSONNEL:
8. RE-APPOINTMENT OF DIRECTOR:
In accordance with the relevant provisions of the Companies Act 2013 Ms. Juhi Singh(DIN: 02022313) Director of the Company will retire by rotation in the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Boardrecommends her appointment for the consideration of members of the Company in the ensuingAnnual General Meeting.
9 . COMMITTEE OF BOARD:
The Company had constituted such committees as required under the Companies Act 2013along with the related rules made thereunder read with Listing Obligations &Disclosure Requirements Regulations 2015. Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee; (C) Stakeholders Relationship Committee
(A) AUDIT COMMITTEE:
4 Audit Committee meetings were held during the financial year 2019-20 under review.
The present constitution of the Audit Committee meets the requirements of theregulation 18 of the Listing Obligations & Disclosure Requirements Regulations 2015and Section 177 of the Companies Act 2013.
(B) NOMINATION AND REMUNERATION COMMITTEE:
The constitution is as follows:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and the relatedrules made thereunder read with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Hereinafter referred to as"SEBI Regulations") the Board of Directors of the Company has constituted theNomination and Remuneration Committee to perform such role as prescribed under theCompanies Act 2013 and SEBI Regulations. The Nomination and Remuneration Policy areavailable on our website:
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Composition of the Stakeholders Relationship Committee comprised of the followingmembers as on March 31 2020:
No complaints were received during the year under review.
10 . Vigil Mechanism and Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy as part of Vigil mechanism to provideappropriate avenues to the Directors and Employees to bring to the attention of themanagement any issue which is perceived to be in the violation of or in conflict with thebusiness interest of the company. During the year there have been no complaints received.
11 . Code of Conduct for Prevention of Insider Trading:
The Company has adopted the Revised Code of Conduct for Prevention of Insider Tradingunder the SEBI (Prohibition of Insider Trading) Regulations on March 29 2020 pursuant tothe Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)Regulations 2018 and (Amendment) Regulations 2019. The Revised Code lays down guidelinesfor procedures to be followed and disclosures to be made while dealing with the shares ofthe Company in order to further strengthen the framework for prevention of insider tradingto facilitate legitimate business transactions. The Company has also adopted the Code ofCorporate Disclosure Practices for ensuring timely and adequate disclosure of UnpublishedPrice Sensitive Information as required under the Regulations.
12 . Corporate Social Responsibility (CSR) Policy:
At present the company is not covered under CSR provisions as per criteria laid downunder section 135(1) of the Companies Act 2013 and therefore no such expenditure has beenincurred during the year as prescribed under section 135(5) of the Companies Act 2013.
13. MEETINGS OF BOARD:
During the year Six meetings of the Board of Directors were held all the directorsactively participated in the meetings and contributed valuable inputs on the mattersbrought before the Board of Directors from time to time details of which are given below:
08.04.2019 30.05.2019 30.06.2019 18.10.2019 14.11.2019 and 12.02.2020
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:
During the period under review there were no noticeable material changes andcommitments impacting the financial position of the Company between the end of thefinancial year and the date of this report.
15 . EXTRACT OF THE ANNUAL RETURN:
Pursuant to provisions of Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 14 an extract of the AnnualReturn in prescribed Form MGT-9 is enclosed as Annexure I to this report.
16 . STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Rules framed there under as amended from time to timeM/s. Girotra & Co Chartered Accountants (FRN No. 012351N) be and is hereby appointedas Statutory Auditor of the Company to hold office from the conclusion of this AnnualGeneral Meeting (AGM) till the conclusion of the 31st AGM of the Company to be held in theyear 2025 in place of M/s Dhillon & Associates Chartered
Accountants FRN 002783N the retiring Auditors at such remuneration as may be agreedupon between the Board of Directors and Statutory Auditor.
The Notes on accounts referred to in the Auditors' Report are self-explanatory and donot call for any further comments.
17 . DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013.
18 . DEPOSITS:
During the period under review the Company has NOT accepted deposits from its membersin relation to which the process prescribed under Section 73 of the Companies Act 2013read with the Companies (Acceptance of Deposit) Rules 2014.
19 . SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s Jain Preeti & Co. Practicing Company Secretary to undertake theSecretarial Audit for the F.Y. 2019-20 The Secretarial Audit Report for F.Y. 2019-20 isAnnexed herewith marked as Annexure to this Report. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.
20 . COST AUDITOR
During the period under review Cost Audit is not applicable to the Company.
21 . SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS1) and Secretarial Standards on General Meetings(SS-2) with effect from October 1 2017. The Company has devised proper systems to ensurecompliance with its provisions and is in compliance with the same.
22 . GREEN INITIATIVE
Pursuant to section 101 and 136 of the Act read with Companies (Management andAdministration) Rules 2014 the Company can send Notice of Annual General Meetingfinancial statements and other communication in electronic forms. Your Company is sendingthe Annual Report including the Notice of Annual General Meeting audited financialStatements Directors' Report along with their annexure etc. for the Financial Year2019-20 in the electronic mode to the shareholders. Electronic copies of the annual report2019-20 and notice of the 29TH AGM are sent to all members whose email addressregistered with the Company
23 . E-VOTING
In terms of requirements of the Companies Act 2013 and the relevant rules madethereunder the Company has provided remote e-voting' (e-voting from a place otherthan venue of the AGM) facility through NSDL Platform for all members of the Company toenable them to cast their votes electronically on the resolutions mentioned in the noticeof the 29th Annual General Meeting (AGM) of the Company.
24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act 2013 a Risk Management Policyhas been framed by the Board. In terms of the requirement of the Act the Board hasdeveloped and implemented the Risk Management Policy. Our senior management identifies andmonitors the risk on regular basis and evolves process and system to control and minimizeit. With regular check and evaluation business risk can be forecasted to the maximumextent and thus corrective measures can be taken in time. This Policy seeks to minimizethe adverse impact of these risks thus enabling the Company to control marketopportunities effectively and enhance its long term competitive advantage. Several riskscan impact the achievement of a business objective. Similarly a single risk can alsoimpact the achievement of several business objectives. The focus of risk management is toassess risks and deploy mitigation measures. This is done through periodic review of therisk and strategy of the Board. During the last financial year the Company's riskmanagement practices were primarily focuses on the effectiveness of strategic programs inimproving our competitive position which provides unique place to the Company in today'scompetitive business world our good team of employees and professionals always preparedto address any incidents that may cause business disruptions to our physical andtechnological model strengthening internal control to detect fraudulent activityleadership development and monitoring possible.
25. STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
Statement containing the necessary information as required u/s 134(3) read withCompanies (Accounts) Rules 2014 is given are as under:
26 . DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act 2013 the Directorsstate that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
b) 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 the financial year and ofthe profit of the Company for that period.
c) The directors had taken proper and adequate 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.
d) The directors had prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
27 . PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection186 of the Act are given in the notes to the Financial Statements.
28 . PARTICULARS OF RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act 2013 and Listing Regulations allrelated party transactions are entered into on arm's length basis in the ordinary courseof business. Form No. AOC-2 is annexed as Annexure-II' to this report.
29. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:
Internal Control Systems and their adequacy:
The management has put in place effective Internal Control Systems to providereasonable assurance for:
Safeguarding assets and their usage.
Maintenance of Proper Accounting Records
Adequacy and Reliability of the information used for carrying on BusinessOperations.
Key elements of the Internal Control Systems are as follows:
Existence of Authority Manuals and periodical updating of the same for allFunctions.
Existence of clearly defined organizational structure and authority.
Existence of corporate policies for Financial Reporting and Accounting.
Existence of Management Information system updated from time to time as may berequired.
Existence of Audit System.
Periodical review of opportunities and risk factors depending on the Global /Domestic Scenario and to undertake measures as may be necessary.
The Company has an Auditor to ensure compliance and effectiveness of theInternal Control Systems in place.
The management is regularly reviewing the internal progress reports of theCompany for performance review which carried out in all the key areas of the operations.
Periodical reports are regularly circulated for perusal of Board of Directors ofthe Company for the appropriate action as required
Normal foreseeable risks of the Company's assets are adequately covered bycomprehensive insurance. Risk assessments inspections and safety audits are carried outperiodically.
30 . PERFORMANCE EVALUATION:
The Board evaluates the performance of Non-executive and Independent Directors everyyear. All the Non-Executive and Independent Directors are eminent personalities havingwide experience in the field of Business Industry Law and Administration. Their presenceon the Board is advantageous and fruitful in taking business decisions.
31 . PARTICULARS OF EMPLOYEES:
The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the companyand Directors is furnished in Annexure-IV. There are no employees drawing remuneration inexcess of the limits specified under Section 197 of the Companies Act 2013 read with Rule5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rule 2014.
32 . OTHER DISCLOSURES:
Since the company has not issued any Sweat Equity Shares Equity Shares withdifferential voting rights and issue of shares under employee's stock option scheme thedetails are not given.
The company had not made any purchase of shares or given any loans for purchaseof shares.
The company had not made any buy- back of shares.
The company has adhered to the Secretarial Standards and made disclosures inrelation to the Boards' Report for the year under review.
There are no significant and material orders passed by the regulators or Courtsor Tribunals impacting the going concern status and the company's operations in future.
There are no further or typical areas of risks or concerns outside the usualcourse of business foreseeable. Internal control systems are found to be adequate and arecontinuously reviewed for further improvement.
33 . MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report on the business of the Company for the yearended March 31 2020 is annexed as Annexure III to this Report. In this we have attemptedto include discussion on all the specified matters to the extent relevant or within limitsthat in our opinion are imposed by the Company's own competitive position.
34 . DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of financial statements treatment that prescribed in an AccountingStandard has been followed
35 . ENVIRONMENT & SAFTEY:
The Company is very conscious of the need to protect environment. The company is takingall possible steps for safeguarding the environment.
36 . CAUTIONARY STATEMENT:
Statements in this "Management Discussion & Analysis" which seek todescribe the Company's objectives projections estimates expectations or predictions maybe considered to be "forward looking statements" within the meaning ofapplicable securities laws or regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to thecompany's operations include global and Indian demand supply conditions finished goodsprices stock availability and prices cyclical demand and pricing in the company'smarkets changes in the government regulations tax regimes economic developments withinIndia and countries with which the company conducts business besides other factors suchas litigation and other labor negotiations.
37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has already formulated a Policy toprevent Sexual Harassment of Women at Workplace. In addition to above there were no suchcases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
38 . CORPORATE GOVERNANCE:
Ap per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements)Regulations 2015 the said regulation is not applicable on our company.
39 . FUTURE OUTLOOK:
The Management is confident of meeting all the challenges of the changing businessenvironment.
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.The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.
Your Directors would like to express their sincere appreciation for the continuedsupport and co-operation from shareholders customers suppliers banks governmentauthorities vendors financial institutions and such other business associates. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices by the Company's executives staff and employees without whose dedication yourCompany could not have achieved the year's milestone.
FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
AS ON FINANCIAL YEAR ENDED ON 31.03.2020
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014
I. REGISTRATION & OTHER DETAILS:
IV. . SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)
Category-wise Share Holding
B) Shareholding of Promoter-
C) Change in Promoters' Shareholding (please specify if there is no change)
D) Shareholding Pattern of top ten Shareholders:
(Other than Directors Promoters and Holders of GDRs and ADRs):
E) Shareholding of Directors and Key Managerial Personnel:
V) INDEBTEDNESS -Indebtedness of the Company including interestoutstanding/accrued but not due for payment.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD