Your Directors here by present the 38th Annual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2022.
(Amount in Rs.)
|Particulars ||2021 -22 ||2020 -21 |
|Total Income ||2448199 ||(23153526) |
|Total expenditure ||2347299 ||(10744327) |
|Profit/(Loss) before Taxation ||100900 ||(12409199) |
|Provision for Tax ||- - ||- - |
|Add: Deferred Tax Liability Reversal ||- - ||- - |
|Profit/(Loss) after Taxation ||100900 ||(12409199) |
Your Directors have not recommended any dividend for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL: Sub -division of Ordinary Shares of the Company
On 4th July 2022 the Board of Directors of the Company in order to enhancethe liquidity in the capital market to widen shareholder base and to make the shares moreaffordable to small investors considered and approved the proposal for sub -division of 1(one) equity share of the Company having face value of 10/ - each into 10 (Ten) equityshares of the Company having face value of 1/ - each subject to the approval of theShareholders of the Company and other necessary approvals. Further there will beconsequential amendments in the Capital Clause of the Memorandum of Association of theCompany of the Company subject to approval of the Shareholders of the Company at theensuing AGM scheduled to be held on 29th July 2022. Details on the proposalforms part of the AGM Notice forming part of this Integrated Report & Annual Accounts2021 -22.
The issued subscribed and paid up capital of the Company is 113600000/ - divided into113600000 equity shares of
1/ - each. There has been no change in the share capital of the Company during theyear.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies & joint ventures.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantee or Investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2020 -21 is enclosed as an Annexure tothis Board's Report. During the year under review the company has not provided anysecurity falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act 2013 and the company'sArticles of Association Mr. PRAKASHBHAI DATANIYA shall retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for reappointment as theDirector of the Company.
Ms. BHAGYASHREE VINAYAK was appointed as company secretary of the company on 30thMay 2022
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
Minimum four pre -scheduled Board meetings are held annually. In case of businessexigencies or urgency of matters resolutions are passed by circulation. During the year 4(Four) Board Meetings were convened and held the details of which are given in theCorporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees: -
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
AUDITORS AND AUDITORS' REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES CHARTERED ACCOUNTANTS Mumbai (FRN 128216W)Statutory Auditors of the Company for period of 3 years hold office until the conclusionof the ensuing Annual General Meeting to be held in the September 2023 and are eligiblefor reappointment.
The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self -explanatory and do not call for anyfurther comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 theAnnual Return as on 31st March 2022 is available on the website of the Company athttp://www.saianandcommerciallimited.co.in/.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Daksha Negi & Associates Company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report in the prescribed FormNo MR -3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
|Sr. No. ||Qualifications made by Secretarial Auditor ||Explanations by the Board |
|a ||Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. ||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee. |
|b ||Updating of website with regard to various policies is pending ||The company will take necessary steps to update website with regard to various policies which are pending. |
|c ||The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. ||The company will take necessary steps to comply with the same. |
|d ||As per section 203(1)(i)(ii) & (iii) the Company is required to appoint Chief Financial Officer. The Company has not appointed Chief Financial Officer. ||Since the Company does not have any significant business activities hence the Volume and Scope of work for the Chief Financial Officer are less and it is not a full time work and the job of Chief Financial Officer are not attractive commensurate with the scope of work and salary. |
|e ||As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. ||The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system. |
|f ||The company has not maintained the attendance register for Board and committee meeting ||The company will take necessary steps to maintain the attendance register for board and committee meetings. |
|g ||Statutory Registrar as per companies Act 2013 is yet to be updated. ||The company will take necessary steps to update Statutory Register as per companies Act 2013. |
|h ||Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. ||The company will ensure to file all relevant documents in time with ROC and other authorities as when required. |
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up forInternal Controls.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the yearwas Rs. Nil.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND
REDRESSAL) ACT 2013: The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder. The Company has not received any sexual harassmentrelated complaints during the year 2021 -22.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub -section (3)of Section 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures; b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period; c) the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities; e)Directors have prepared the accounts on a "going concern basis". f) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for: a.Government Policies b. Human Resource Risk
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
Your Directors would like to express their sincere appreciation for the assistance andco -operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
| ||For and on Behalf of the Board |
| ||For SAIANAND COMMERCIAL LIMITED |
|Place: Mumbai || |
|Date: 04.07.2022 || |
| ||PRAKASHBHAI DATANIYA |
| ||Chairman |
| ||DIN: 08477525 |