The Shareholders of the Company
Your Directors are pleased to present the 19th Annual report of the Companytogether with Consolidated and Standalone Audited Financial Statements of the Company forthe Financial Year ended on March 31 2020.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2020 is summarizedbelow:
| || |
STANDALONE (Amount in Lakhs.)
CONSOLIDATED (Amount in Lakhs.)
|Particulars ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from operation ||52550.78 ||65431.82 ||52625.13 ||65488.08 |
|Other Income ||171.29 ||86.31 ||171.29 ||86.31 |
|Gross Revenue ||52722.06 ||65518.13 ||52796.42 ||65574.39 |
|Total Expenses ||49971.10 ||60234.84 ||50001.57 ||60244.29 |
|Profit before Depreciation Exceptional items & Tax ||3250.15 ||5743.48 ||3294.04 ||5790.29 |
|Less: Depreciation ||499.19 ||460.19 ||499.19 ||460.19 |
|Less: Share of Net Profit of Investments using Equity Method ||- ||- ||- ||- |
|Exceptional Items ||- ||- ||- ||- |
|Profit before Tax ||2750.96 ||5283.29 ||2794.85 ||5330.10 |
|Less: Provision for Taxation || || || || |
|Current Tax ||722.91 ||1811.51 ||736.92 ||1827.44 |
|Deferred Tax ||(179.96) ||175.53 ||(179.76) ||175.53 |
|Profit after tax (PAT) ||2207.81 ||3296.24 ||2237.69 ||3327.13 |
|Other Comprehensive Income ||(111.44) ||37.42 ||(111.44) ||37.42 |
|Total comprehensive income ||2141.19 ||3333.66 ||2171.06 ||3364.55 |
|Add: Balance brought forward from Previous year ||12095.79 ||9082.45 ||12126.16 ||9081.95 |
|Surplus available for appropriation ||14236.98 ||12416.11 ||14297.22 ||12446.50 |
|Appropriations: || || || || |
|Dividend on Equity Shares ||332.13 ||265.70 ||332.13 ||265.70 |
|Tax on Dividend ||67.78 ||54.62 ||67.78 ||54.62 |
|Balance Carried to Balance Sheet ||13837.07 ||12095.79 ||13897.33 ||12126.16 |
|No. of Equity Shares ||13285264 ||13285264 ||13285264 ||13285264 |
|Earning per share (Basic) ||16.62 ||24.81 ||16.84 ||24.81 |
|Earning per Share (Diluted) ||16.62 ||24.81 ||16.84 ||24.81 |
2. FINANCIAL PERFORMANCE:
During the year under review your Company's Revenue from operations was Rs. 52550.78Rs. as against Rs. 65431.82 Lakhs in the previous financial year at Standalone level. TheProfit before Tax amounted to Rs. 2750.96 Lakhs as against Rs. 5283.29 Lakhs in theprevious financial year. Company's Profit after comprehensive income was Rs. 2141.19Lakhs as compared to Rs. 3333.66 Lakhs in the previous financial year. The ConsolidatedRevenue from operations amounted to Rs. 52625.13 Lakhs as against Rs. 65488.08 Lakhs inthe previous financial year. The Profit before Tax amounted to Rs. 2794.85 Lakhs asagainst Rs. 5330.10 Lakhs in the previous financial year. Company's Profit aftercomprehensive income was Rs. 2171.06 Lakhs as compared to Rs. 3364.55 Lakhs in theprevious financial year.
The performance and Financial position of the subsidiary companies are included in theConsolidated Financial Statements and presented in the Management Discussion and AnalysisReport forming part of this Annual Report.
3. FUTURE OUTLOOK:
The Future outlook of the business of the Company in different segment is as under:-
Mobile and Internet penetration
- The proportion of unique mobile subscribers to the total population is expected toreach around 63% in 2025 from 58% in July 2018.
- With the increase in the mobile phone penetration and reducing data costs in Indiait is expected that the current internet user base that stands at 687 Mn might get doubledin the next 5 years.
5G Rollout Plans & 4G Penetration
- Increase in the 4G penetration to provide 4G access to ~80% of India's mobilesubscriber base by 2024.
- 5G rollout likely to attract ~USD 30 BnA in collective capitalexpenditures over a period of next 5 years by the top three telecom operators in India.
- With the positive outlook of the telecom sector it would be lucrative to move beyondtraditional telecom business to wider digital consumer space like content and mobilebanking solutions.
Government Initiatives that will provide a boost to the Telecom Infrastructure Segment
- The Government of India planned to roll out a new National Telecom Policy 2018 inlieu of rapid technological advancement in the sector over the past few years. The policyintends to attract investments worth USD 100 Bn in the sector by 2022.
- The Department of Information Technology intends to set up over 1 Mn internet-enabledcommon service centers across India as per the National e-Governance Plan.
Increase demand for Power Transmission Infrastructure Development
- Power consumption is estimated to reach up to 1894.7 TW in 2022.
- Increased demand for power transmission infrastructure development due to increasinginter regional power demand - supply gap.
- The Union Budget 2020-21 has allocated USD 2.27 Bn to the Ministry of Power.
- Additional USD 786.95 Mn to Deen Dayal Upadhyay Gram Jyoti Yojana (DDUGJY) to providepower transmission infrastructure for rural electrification.
Railway Electrification orders are on a rapid growth; aiming to double their capacity
- The railways have set a 100% electrification target by the next four years
- The Government is going to come up with a 'National Rail Plan' to enable the countryto integrate its rail network and develop a multi-modal transportation network. CurrentRailway capex for 2020-21 is INR 1.5 Lakh Cr. expected to grow at CAGR of 18% for the next10 years.
- Electrification of 6000 Km route is targeted with wiring of the entire broad gaugenetwork now envisaged for completion by 2023-24
4. BUSINESS OPERATIONS:
The Company is primarily engaged in the business of Manufacturing and sale ofgalvanized steel structure including telecom towers transmission line towers includingRailway Electrification (OHE) and solar panels. Your Company has three manufacturing unitsat Jindal Nagar Hapur District (UP) and Khera Dehat Hapur District (UP). During the yearunder review the overall slowdown in the economy and restructuring of Telecom Towerbusiness by one of our major customer and then partially impact on sales due to Covid-19affected our overall sales in this financial year. However your Directors envisage a goodgrowth overall from Telecom Sectors and all other business sectors in which Company isdealing in the coming quarter.
The Board of Directors is pleased to recommended a Final Dividend of Rs. 1/- (Rupee Onei.e. 10%) per equity share of face value of Rs. 10.00 (Rupees Ten Only) each (previousyear final Dividend of Rs. 1.5/- per Equity Shares of Nominal Value of Rs. 10/- each). Thedividend if approved by the Members in the ensuing Annual General Meeting would involvea cash outflow of Rs. 13285264 excluding Dividend Distribution Tax (if applicable) andwill be paid to those members whose name appear in the Company's Register of Members andto those persons whose name appear as Beneficial Owners as per the details to be furnishedby National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited as at the close of business hours on September 19th 2020.
In terms of Regulation 43A of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("the ListingRegulations) the Company has formulated a Dividend Distribution Policy which isenclosed herewith as Annexure-A and is also available on the website of the Company at http://www.salasartechno.com
6. TRANSFER TO RESERVES:
The Company has not made any transfer to reserve during the Financial Year 2019-20.However profit for the year is shown as surplus under the head Reserve & Surplusduring the financial year 2019-20.
7. PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
The details relating to deposits covered under Chapter V of the Act-
(a) accepted during the year; NIL
(b) remained unpaid or unclaimed as at the end of the year; NIL
(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved; NIL
(i) at the beginning of the year; NA
(ii) maximum during the year; NA
(iii) at the end of the year; NA
During the year under review your Company had not accepted or renewed the depositswhich are not in compliance with the requirements of Chapter V of the Act;
8. SHARE CAPITAL
(a) The paid up Equity Share Capital of the Company as on March 312020 was Rs.132852640 . There was no change in the share capital during the year under review.
(b) Status of Shares
As the members are aware the Company's shares are compulsorily tradable in Electronicform. As on March 31 2020 99.9999% of the Company's total paid up capital representing13285259 shares are in dematerlized form and 0.00001% of the Company's total paid upcapital representing 5 shares are in physical form.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act 2013 the Company has Unclaimed and UnpaidDividend but the unpaid Dividend amount not liable to transfer in Investor Education andProtection Fund.
10. GENERAL DISCLOSURES
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
While the COVID-19 pandemic may affect Business of the Company in the short term themedium to long term India growth story and infrastructure development plan should remainintact. Even it is expected that the Telecom sector will register growth in the comingFinancial Year. The pandemic may impact some sectors more than the others and accordinglythe Company is realigning itself to the changing business environment and dynamics. TheDirectors are optimistic about company's business and hopeful of better performance withincreased revenue in-coming year.
There was no change in the nature of business of Company.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Except those disclosed in this Annual Report there are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year i.e. 31st March 2020 and the date of this Report.
12. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 as applicable for the year under review ispresented in a separate section forming part of this Annual Report are attached hereto as "Annexure-B".
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Joint Venture andAssociates
The Company had entered into Joint Venture with Sikka Engineering Company named asSikka- Salasar JV and with HPL Electric & Power Pvt. Ltd named as Salsar- HPL JV. Thecompany does not have any Associate Company.
14. PERFORMANCE AND FINANCIAL POSITION OF THE JOINT VENTURE AND ASSOCIATES INCLUDED INTHE CONSOLIDATED FINANCIAL STATEMENT.
The statement containing the financial statement of Joint Venture and Associates of theCompany was duly disclosed in the Balance sheet. Details of financial of Joint Venture asrequired under the first proviso to sub-section (3) of Section 129 of the Companies Act2013 is being attached with the Board's Report in Form AOC-1 as Annexure-C and theforming part of the Board's Report.
15. DEPRICIATION AND AMORTIZATION
The Company had followed Straight-line method on its tangible fixed assets the ratesprescribed under the Part C of the Schedule II of the Companies Act 2013 Intangiblefixed assets stated at cost less accumulated amount of amortization.
16.1 STATUTORY AUDITORS
M/s Arun Naresh & Co. Chartered Accountants (Firm's Registration No. 007127-N)were appointed as the Statutory Auditors of the Company to hold office for a period offive years from the conclusion of the Sixteenth Annual General Meeting until theconclusion of the Twenty First Annual General Meeting.
The Company has received consent letter and certificate from the Auditors to the effectthat they are not disqualified to act as Auditors within the meaning of Section 139 and141 of the Companies Act 2013. The Statutory Auditors' Report for the FY 2019-20 does notcontain any qualifications reservations adverse remarks or disclaimer and no frauds werereported by the Auditors to the Company under sub-section (12) of Section 143of the Act.
16.2 COST AUDITOR
Pursuant to Section 148 read with Section 141 & 143 and other applicable provisionsof the Companies Act 2013 read with Rule 6 of the Companies (Cost Records and AuditRules) 2014 as amended from time to time your Company has carried out audit of CostRecords every year. The Board of Directors on the recommendation of Audit Committee hasappointed M/S S. Shekhar & Co. Cost Accountants (Membership No. 30477 FRN 000452)as cost Auditors of the Company for the Financial Year 2020-21. As required under theCompanies Act 2013 a resolution seeking members' approval for remuneration payable to theCost Auditor for part of the Notice convening the Annual General Meeting for theirratification.
16.3 SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 amended upto date andother applicable provisions if any the Company has appointed M/s Deepika Madhwal &Associates (C. P. No. 14808) Practicing Company secretaries to do Secretarial Audit ofthe Company for the Financial Year 2019-20. The Secretarial Audit Report for the FinancialYear ended 31st march 2020 in Form MR-3 is annexed to this report as 'Annexure-D'and forms part of the Board's Reports.
16.4 INTERNAL AUDIT
Pursuant to provisions of Section 138 of the Companies Act 2013 read with Rule 13 ofthe Companies (Accounts) Rule 2014 as amended from time to time the Board of Directorshad appointed M/s VAPS & Co. Chartered Accountants New Delhi (FRN 003612N) asinternal auditor of the Company to conduct internal audit of the Company from 01stApril 2020 to 31st March 2021.
Further on recommendation of audit committee the Board of Directors of the Company hasapproved the re-appointment of aforesaid audit firm as internal auditors for the financialyear 2020-21.
17. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No.MGT-9 pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014has been made part of the Board's Report as 'Annexure-E'.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
18.1 Conservation of Energy:
During the financial year under review following specific actions were taken by theCompany at its various locations which resulted in saving of energy consumption:
(i) The Company has substituted the use of furnace oil with LPG in the zinc meltingfurnace of galvanizing plant at all the three Units. LPG is a more sustainable fuel thanfurnace oil and minimizes environmental pollution and also leads to more efficiency.
(ii) Company is in the process of installing solar panel upto 500 KVA capacity in itsUnit-III and 300KVA Capacity in its Unit-II which will reduce the electricity consumptionsignificantly.
18.2 Technology Absorption:
(i) The efforts made towards technology absorption:
Manufacturing process is continuously monitored to ensure better productivity.
The Company is using new technology machines for better production and effectiveutilization of resources.
(ii) The benefits derived:
Improvement in product quality.
Improved productivity and cost reduction
Introduction of new and improved products.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):
(a) Technology imported: No technology has been imported in the last 3 years
(b) Year of import: Not Applicable
(c) Whether the technology been fully absorbed: Not Applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable
(iv) The expenditure incurred on Research and Development (R&D):
No major expenses have been incurred on R&D.
18.3 Foreign exchange earnings and Outgo:
Following are the details of total foreign exchange earned and used during thefinancial year:
(Rs. in Lakh)
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Foreign exchange earned ||3005.199 ||2321.57 |
|Foreign exchange used ||61.64 ||38.86 |
19.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Article ofAssociation of the Company Mr. Shashank Agarwal Joint Managing Director (DIN:00316141)of the Company is liable to retire by rotation and being eligible offer himself forre-appointment. The Board recommends the re-appointment of Mr. Shashank Agarwal JointManaging Director in the ensuing AGM of the Company.
Mr. Alok Kumar (DIN: 01474484) the Managing Director of the Company were appointed fora period of five years. Such term of appointment of the Managing Director shall come to anend on September 30 2020. In view of the same the Board of Directors on basis therecommendation of the Nomination and Remuneration Committee proposed to re-appoint Mr.Alok Kumar as the Managing Director of the Company for another term of five years at theensuing Annual General Meeting for the approval of the Members by way of specialresolution.
Brief Profile of Shri Alok Kumar (Managing Director) and other disclosure as stipulatedunder Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given as Annexure to the Notice convening the Annual General Meetingof the Company.
None of the Directors of the Company have resigned from the office of Director of theCompany during the year.
All the Directors have made necessary disclosures as required under the variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
19.2 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.
19.3 ANNUAL EVALUATION OF BOARD PERFORMANCE
As the ultimate responsibility for sound governance and prudential management of aCompany lies with its Board it is imperative that the Board remains continually proactiveand effective. An important way to achieve this objective is through an annual evaluationof the performance of the Board its Committees and all the individual Directors.
As per the provisions of the Companies Act 2013 a formal annual evaluation needs to bemade by the Board of its own performance and of its Committees And their individualDirectors. Pursuant to the provisions of the Act and Listing Regulations the Board hascarried out the annual performance evaluation of the Board Independent DirectorsNon-Executive Directors Executive Directors Committees and Chairman of the Board.
Directors were evaluated on aspects such as attendance contribution at Board/Committeemeetings and guidance/support to the management outside Board/Committee meetings. TheCommittees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The detailed analysis of performance evolution is incorporated under nomination andRemuneration Committee head in Corporate Governance Report.
20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Vigil Mechanism Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases. The Vigil Mechanism Policy has been posted on the website of theCompany.
The aforesaid policy can be accessed on the Company's website www.salasartechno.com.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The company conducts its businesses with high standards of legal statutory andregulatory compliances. A dedicated Compliance Cell ensures that adequate internalfinancial controls with reference to the Financial Statement of the Company.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014respectivelyis annexed to the Board's report as 'Annexure-F'.
23. MEETINGS OF THE BOARD
The Company prepares the schedule of the Board Meeting in advance to assist theDirectors in scheduling their programme. The Agenda of the meeting is circulated to themembers of the Board well in advance along with the necessary papers reportsrecommendations and supporting documents so that each board member can activelyparticipate on agenda items during the meeting.
The board met 4 (Four) times during the Financial Year 2019-20. The maximum intervalsbetween any two meetings did not exceed 120 days. Details of Board Meetings and heldduring the period under review are given in Corporate Governance Report.
24. AUDIT COMMITTEE
The Company has constituted Audit Committee as per the provisions of the Companies Act2013. The details of terms of reference of the Audit Committee number and dates ofmeeting held attendance among others are given separately in the attached CorporateGovernance Report. The Audit committee satisfies the requirements of section 177 of theCompanies Act 2013 read with Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year under review there were no instanceswhere Board had not accepted the recommendations of the Audit Committee.
25. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to provisions of Section 178(3) of the Companies Act 2013 read with rulesmade there under and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has a Nomination and Remuneration Committee andthe details of terms of reference number & dates of meeting held attendance andother details are given separately in the Corporate Governance Report. The Board on therecommendation of Nomination & Remuneration Committee the Committee had formulated thecriteria for determining qualifications positive attributes and independence of directorsand the same was recommended to the Board. The Board had approved the policy. Also thecommittees was the deciding factors in decisions like remuneration of Directors KMP's andother employees identifying qualified personnel to appoint in Key Management of theCompany etc. We affirm that the remuneration paid to the directors is as per the termslaid out in the Nomination and Remuneration Policy of the Company.
26. COMPANY'S POLICY ON REMUNERATION OF DIRECTORS KMPS AND OTHER EMPLOYEES
The Policy of the Company on remuneration of Directors KMPs and other employeesincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of section 178 is annexed tothe Board's Report as Annexure G.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS COMMITTEES
The company has always taken steps initiating the Corporate Social Responsibility. TheCompany's endeavor is to create value for the nation enhancing the quality of life acrossthe entire socio-economic spectrum. The Company strives to seek greater alignment betweenits stakeholders to generate value in the long-term.
The Company aims to develop products and services centered on driving customersatisfaction while contributing to the overall objective of community development. TheCSR policy of the Company can be accessed on the Company's website: www.salasartechno.com.
The Company is committed to operate and grow its business in a socially responsibleway. The core values strengthening your Company's business actions comprise of CustomerValue Ownership Mindset Respect Integrity One Team and Excellence.
The Committee's prime responsibility is to assist the Board in discharging its socialresponsibilities by way of formulating and monitoring implementation of the framework ofcorporate social responsibility policy observe practices of Corporate Governance at alllevels and to suggest remedial measures wherever necessary.
The company require to spent an amount of Rs. 112.16 Lakh (including 34.72 Lakh lastyear unspent amount) in CSR activities out of which the Company has spent Rs. 78.26 Lakhduring the Financial Year 2019-20 and Rs. 33.90 Lakh remain unspent at the end of theyear. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 has been made as per 'Annexure-H'.
The Company is in the process of identifying new areas of CSR activities and wants toscale up its CSR activities during the coming years therefore the amount in CSR remainunspent.
28. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
Stakeholder's Relationship Committee has been constituted by the Board in accordancewith section 178 of the Companies Act 2013.
The details regarding composition terms of reference power functions scopemeetings attendance of members and the status of complaints received during the year areincluded in the Corporate Governance Report which forms part of the Annual Report.
Industrial relations continued to remain cordial throughout the year under review.
29. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The management Discussion and Analysis for the year under review as stipulated underthe Listing Regulations is presented in a separate section forming part of this AnnualReport and marked as "Annexure- I".
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The loans given investments made and guarantee given & securities provided duringthe year under review are in compliance with the provisions of the Act and Rules framedthereunder and details thereof are given in the Notes to the Standalone FinancialStatements.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the FY 2019-20with related parties were on an arm's length basis and in the ordinary course of business.The Audit committee grants omnibus approval for the transactions that are in the ordinarycourse of business and repetitive in nature. For other transactions the Company obtainsspecific approval of the Audit Committee before entering into any such transactions. Theapproval of the Audit Committee was sought for all RPTs. All the transactions were incompliance with the applicable provisions of the Act and SEBI Listing Regulations.Further disclosure as required under Indian Accounting Standards ("IND AS)- 24have been made in Note No. 37 to the standalone Financial Statements.
During the FY 2019-20 the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees as applicable. Thepolicy on related party transaction as formulated by the Board is available on theCompany's website i.e. www.salasartechno.com under investor tab.
32. ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS
The Company Secretary plays a key role in ensuring that the Board (including committeesthereof) procedures are followed and regularly reviewed. The Company Secretary ensuresthat all relevant information details and documents are made available to the Directorsand senior management for effective decision-making at the meetings. The Company Secretaryis primarily responsible to assist and advise the Board in the conduct of affairs of theCompany to ensure compliance with applicable statutory requirements and SecretarialStandards to provide guidance to directors and to facilitate convening of meetings. TheCompany Secretary interfaces between the management and regulatory authorities forgovernance matters.
33. ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)
Mr. Pramod Kumar Kala Chief Financial Officer-Cum-Key Managerial Personnel of theCompany plays a pivotal role in ensuring the compliance of applicable accountingprocedures taxation aspects and administrative policies are followed and regularlyreviewed. The Chief Financial Officer-Cum-Key Managerial Personnel ensures that allrelevant information pertaining to accounting policy including details and documents aremade available to the Directors for taking effective decision-making at the meetings.
34. RISK MANAGEMENT POLICY
The Company has adopted the measures concerning the development and implementation of aRisk Management System in terms of Section 134(3)(n) of the Companies Act 2013 afteridentifying the elements of risks which in the opinion of the Board may threaten the veryexistence of the Company itself. The Company has an elaborate Risk Management process ofidentification assessment and prioritization of risk followed by coordinated efforts tominimize monitor and mitigate/control the probability and/or impact of unfortunate eventsor to maximize the realization of opportunities. The Risk Management procedure is reviewedby the Audit Committee from time to time to ensure that the executive management controlsrisks through means of a properly defined framework. Major risks identified aresystematically addressed through mitigating actions on a continuing basis.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplacewhich is in accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to ensure prevention prohibition andredressal against sexual harassment. Awareness programmes are organized by the Company tosensitize employees. During the year under review no complaints of any nature werereceived under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
36. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief of the Directors of the Company and accordingto the information and explanations obtained by them your Directors make the followingstatement in terms of Section 134(3) (c) of the Companies Act 2013.:
(a) In the preparation of the annual accounts for the financial year 2019-20 theapplicable accounting standards read with requirements set out under Schedule III to theAct had been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year 2019-20 andof the profit and loss of the company ended on that date;
(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Directors acknowledge with sincere gratitude the cooperation and help extended byall the stakeholders of your Company including its esteemed shareholders governmentdepartments and agencies financial institutions and banks customers vendors andemployees.
The following annexures form part of this Report:
a. Dividend Distribution Policy- Annexure 'A'
b. Corporate Governance Report- Annexure 'B'
c. Details of Financial of Joint Ventures and Associates- Annexure 'C'
d. Secretarial Audit Report-Annexure 'D'
e. Extract of Annual Return-Annexure 'E'
f. Information under sub-rule (1) of Rule 5 of the Companies (Appointment AndRemuneration of Managerial Personnel) Rules 2014- Annexure 'F'
g. Nomination and Remuneration Policy- Annexure- 'G'
h. Corporate Social Responsibility Report- Annexure 'H'
i. Management Discussion and Analysis Report- Annexure 'I'
|For and on behalf of the Board of Directors || |
|For Salasar Techno Engineering Limited || |
|Chairman and Managing Director ||Jt. Managing Director |
|Alok Kumar ||Shashank Agarwal |
|DIN NO. 01474484 ||DIN:00316141 |
|KL-46 Kavi Nagar ||B-166 Sector-50 |
|Ghaziabad-201001 ||Gautam Budh Nagar |
|Uttar Pradesh ||Noida-201301 UP |
|Date : 27.08.2020 || |
|Place: New Delhi || |