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Saka Ltd.

BSE: 517242 Sector: Consumer
NSE: N.A. ISIN Code: N.A.
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Saka Ltd. (SAKA) - Director Report

Company director report


The directors submit their report and accounts for the financial year 2017-18.


During the year ended March 31 2018 the sales and other income were ` NIL against `1510/- in the previous year ended 31st March 2017. The loss for the period under reviewwas ` 639955/- as against loss of ` 369404/- in the previous year.


The directors do not recommend any dividend.


i) Retirement by rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Suresh Chandra Rustagi (DIN: 00076278) who retires byrotation and is eligible for reappointment.

ii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

iii) Board Evaluation

The Board of Director s has carried out an annua l evaluation of its own performanceBoard Committees and indivi dual director s pursuant to the provi sions of the Act and thecorporat e governance requi rements as prescr ibed under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of Independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent at which the performance of the Board itscommittees and individual directors was also discussed.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

iv) Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel. More details of the same are given in the Corporate GovernanceReport annexed to this report as Annexure 'C'.

v) Board Meetings

During the year four Board meetings and four Audit Committee meetings were convenedand held. The details are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under Companies Act 2013.

vi) Code of Conduct

The Board of Directors of the Company have adopted Code of Business Conduct &Ethics. All the membe rs of the Board have affirmed compliance with the Code for the yearended 31st March 2018 this report.

vii) Code of Conduct for Prevention of Insider Trading

The Company has a Code of Conduct for Prevention of Insider Trading in the shares andsecurities of the Company. This Code inter alia prohibits purchase/sale of shares of theCompany by Directors and employees while in possession of unpublished price sensitiveinformation in relation to the Company.


Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. that in the preparation of the annual accounts the applicable accounting standardshave been followed so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the loss of the Company for the year ended on thatdate;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. that 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;

iv. that the annual financial statements have been prepared on a going concern basis;

v. that proper internal financial controls to be followed by the Company have been laiddown and that such internal financial controls are adequate and were operatingeffectively; and

vi. that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively


No Related Party Transactions were entered into during the financial year 2017-18. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters and directors which may have potentialconflict with the interests of the Company at large.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms &conditions of thetransactions. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.


There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its operations.


There are adequate internal control systems commensurate with the size of the companyand nature of its business.


The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.


Auditors' observations have been explained in Annexure 'A' which forms part ofthis report.


Pursuant to the 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 Kundan Agrawal and Associates. a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The secretarial auditor had madequalification as to compliance of key managerial persons and few documents/records andreturns are required to be updated/ filed as per the various provisions of the CompaniesAct and other applicable Acts rules and regulations. Your directors submit that theCompany's operations are closed and it has no income. Therefore the Company has notappointed any key managerial person. Further records have been updated and all thereturns have been filed. The Report of the Secretarial Audit is annexed herewith as Annexure– 'E'.


The company in its 35th Annual General Meeting had appointed M/s Agarwal Seth &Co. Chartered Accountants as statutory auditors from 35th Annual General Meeting until36th Annual General Meeting. A resolution seeking ratification of their appointment from36th Annual General Meeting to 37th Annual General Meeting is place for approval of theshareholders.


As provided under Section 92(3) of the Act the extract of annual return is given as "AnnexureD"

in the prescribed Form MGT-9 which forms part of this report.


The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.


The Company does not have any employee on its roll as such the information requiredunder Section 197 of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the statement containing particularsof employees as required under Section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notprovided.


The information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexed herewith as"Annexure -B".


Your directors wish to thank and deeply acknowledge the valuable assistance;co-operation and support extended by the Central and State government authorities and bankduring the year under review. The Board also gratefully acknowledges the support andgoodwill extended by the shareholders of the company.

For and on behalf of the Board of Directors
S.C. Rustagi B. P. Yadav
Director Director
DIN: 00076278 DIN: 01173428
Date: May 28 2018
Place: New Delhi