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Salem Erode Investments Ltd.

BSE: 540181 Sector: Financials
NSE: N.A. ISIN Code: INE894E01028
BSE 00:00 | 01 Apr 3.16 0
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NSE 05:30 | 01 Jan Salem Erode Investments Ltd
OPEN 3.16
PREVIOUS CLOSE 3.16
VOLUME 1
52-Week high 3.16
52-Week low 1.89
P/E 3.33
Mkt Cap.(Rs cr) 4
Buy Price 3.16
Buy Qty 80399.00
Sell Price 1.89
Sell Qty 2.00
OPEN 3.16
CLOSE 3.16
VOLUME 1
52-Week high 3.16
52-Week low 1.89
P/E 3.33
Mkt Cap.(Rs cr) 4
Buy Price 3.16
Buy Qty 80399.00
Sell Price 1.89
Sell Qty 2.00

Salem Erode Investments Ltd. (SALEMERODEINV) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 88 Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

Your Board is pleased to present the highlights of the standalone financial statementof your company for the financial year 2018-19 and 2017–18 as under:

Particulars 2018 - 19 2017 - 18
Profit Before Interest and Depreciation 68155741 11211572
Less: Depreciation & Amortization 160436 557505
Less: Finance Cost Nil Nil
Profit Before Tax 67995305 10654067
Provision for Tax 6980542 2308381
Profit After Tax 61014763 8345686
Amount Transferred to Reserves 12202953 1669137
Transfer to contingent provisions against Standard Assets Nil Nil
Balance as per last Balance sheet 119147986 112483307
Surplus carried to Balance Sheet 168102954 119147986

1. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OFCOMPANY'S AFFAIR

The profit of the company (PAT) for the year under review is Rs. 61014763/- asagainst profit of Rs 8345686/- in the previous year. This increase in the profit of thecompany is due to sale of Investments which is non-recurring in nature.

2. CHANGE IN THE NATURE OF BUSINESS IF ANY

Your Directors are please to inform you that there was no change in the nature ofbusiness of your Company during the Financial Year under review.

3. DIVIDEND

Your Directors in its Board meeting held on 27th May 2019 decided and declare toplough back the profits for the year under review and therefore does not recommend anydividend for the year under review.

4. RESERVES

Your company has not transferred any amount to the reserves of the company except tothe statutory reserve amounting to Rs. 12202953/- this is pursuant to provisions ofsection 41IC of Reserve Bank India (RBI) Act.

6. CHANGE OF NAME

Yours's company name is SALEM ERODE INVESTMENTS LIMITED and there is no change in itsname during the year under review.

7. SHARE CAPITAL

Your Directors further ensures that during the year under review your company has notbought back any of its securities or issued any Sweat Equity Shares or issued any BonusShares or provided any Stock Option Scheme to the employees

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retire by Rotation:

Mr. Sunil Kumar Kanoria (DIN 00789030) who retire by rotation at the ensuing generalmeeting pursuant to section 152 of the Companies Act 2013 and being eligible offerhimself for re-appointment. Your Director recommends his re-appointment. The details aregiven in Annexure I forming part of the Board Report.

b) Appointment and Resignation of Directors and Key Managerial Persons

There has been one resignation of the director during the financial year under review.However there has been a change in the Compliance Officer of the Company vide theirresignation details of which is given herein below:

Ms. Dolly Prasad resigned from the Company vide her resignation letter dated03.08.2018. The reason for her resignation is her professional engagement elsewhere due towhich she was unable to devote her time towards the affairs of the company. The Board ofdirectors of your company appreciates the services rendered by her and released her fromall her responsibilities from the date of her resignation. Mr. Himanshu Maheshwari wasappointed as the new Compliance Officer of the Company w.e.f. 31.08.2018 and resigned videhis resignation letter 22.04.2019. The reason for his resignation is his professionalengagement elsewhere due to which he was unable to devote his time towards the affairs ofthe company. The Board of directors of your company appreciates the services rendered byhis and released his from all his responsibilities from the date of his resignation. Thedetails are given in Annexure I forming part of the Board Report.

Ms. Bela Parakh was appointed as a new company secretary and Compliance Officer of theCompany w.e.f. 26.04.2019 an continues till date. The details are given in Annexure Iforming part of the Board Report. Vishal Gupta (DIN 07720208) cease to be director of yourcompany vide his resignation letter dated 25.04.2018. The reason for his resignation ishis professional engagement elsewhere due to which he was unable to devote his timetowards the affairs of the company. The Board of directors of your company appreciates theservices rendered by him and released him from all his responsibilities from the date ofhis resignation.

10 DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from all the Independent Directors of thecompany pursuant to the provisions of Section 149(7) of the Companies Act 2013 statingthat they meet the criteria of Independence as laid down under section 149(6) of theCompanies Act 2013.

11 PARTICULARS OF EMPLOYEES

Your Directors ensures that none of the employees of your company is in receipt ofsalary and / or remuneration in excess of the threshold limit pursuant to the provisionsof Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Further details are given in Annexure II forming part of the Board Report.

12 MEETINGS

• BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe Financial Year 2018-19 six (6) Board Meetings were held the dates of the meetingbeing 27.04.2018 25.05.2018 03.08.2018 31.08.2018 09.11.2018 and 08.02.2019. Theintervening gap between any two meetings held during the year was not more than onehundred and twenty days.

AUDIT COMMITTEE MEETING

A calendar of Audit Committee Meetings is prepared and circulated in advance to theMembers of the Committee. During the Financial Year 2018-19 five (5) meeting of theCommittee was held the date of the meetings was 27.04.2018 25.05.2018 03.08.201809.11.2018 and 08.02.2019.

NOMINATION AND REMUNERATION COMMITTEE MEETING

A calendar of Nomination and Remuneration Committee Meeting is prepared and circulatedin advance to the Members of the Committee. During the Financial Year 2018 – 19 one(1) meeting of the Committee was held the date of the meeting was 31.08.2018.

SHAREHOLDERS GREVIANCE COMMITTEE MEETING

A calendar of Shareholders Grievance Committee Meeting is prepared and circulated inadvance to the Members of the Committee. During the Financial Year 2018 – 19 five (5)meeting of the Committee was held the date of the meeting was 11.04.2018 13.07.201820.10.201814.01.2019 and 11.02.2019.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE MEETING

A calendar of Shareholders Grievance Committee Meeting is prepared and circulated inadvance to the Members of the Committee. During the Financial Year 2018 – 19 four (4)meeting of the Committee was held the date of the meeting was 25.05.2018 03.08.201809.11.2018 and 08.02.2019.

13 COMPOSITION OF BOARD OF DIRECTORS AND COMMITEES

• BOARD OF DIRECTORS

The Board of the company is headed by the Mr. Vishwa Nath Purohit IndependentDirector an eminent person of high credentials and of considerable professionalexperience who actively contributed in the deliberation of the Board. As on close ofbusiness hours of March 31 2019 the Board comprised of six directors as mentioned below:

Sl. No Name DIN Category Designation
1 Ashok Kumar Hamirbasia 00291954 Executive Managing Director
2 Vishwa Nath Purohit 00291853 Independent Non-Executive Director
3 Prashant Gupta 06915283 Independent Non-Executive Director
4 Sunil Kumar Kanoria 00789030 Non – Independent Non-Executive Director
5 Ekta Goswami 07412983 Independent Non-Executive Woman director
6 H V Bhardwaj 02819677 Independent Non-Executive Director

AUDIT COMMITTEE

The chairman of the Audit Committee of the Company constituted under Section 177 of theCompanies Act 2013 by the Board is headed by the Mr. Vishwa Nath Purohit IndependentDirector of the company. He is an eminent person of high credentials and of considerableprofessional experience. As on close of business hours of March 31 2019 the Board ofAudit Committee comprised of three directors as mentioned below

S. No Name DIN No Designation
1. Vishwa Nath Purohit 00291853 Independent Director Chairman
2. Prashant Gupta 06915283 Independent Director Member
3. H V Bhardwaj 02819677 Independent Director Member

NOMINATION AND REMUNERATION COMMITTEE

The chairman of the Nomination and Remuneration Committee of the Company constitutedunder Section 178 of the Companies Act 2013 by the Board is headed by the Mr. Vishwa NathPurohit Independent Director of the company. He is an eminent person of high credentialsand of considerable professional experience. As on close of business hours of March 312019 the Board of Nominated and Remunerated comprised of three directors as mentionedbelow

S. N Name DIN No Designation
1. Vishwa Nath Purohit 00291853 Independent Director Chairman
2. Prashant Gupta 06915283 Independent Director Member
3 Ekta Goswami 07412983 Independent Director Woman Director

SHAREHOLDERS GRIEVANCE COMMITTEE

This committee was headed by the Mr. Vishwa Nath Purohit Independent Director of thecompany. He is an eminent person of high credentials and of considerable professionalexperience. As on close of business hours of March 31 2019 the Board of ShareholdersGrievance Committee comprised of three directors as mentioned below.

S no Name DIN No Designation
1. Vishwa Nath Purohit 00291853 Independent Director Chairman
2. Prashant Gupta 06915283 Independent Director Member
3. H V Bhardwaj 02819677 Independent Director Member

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

This committee was headed by the Mr. Vishwa Nath Purohit Independent Director of thecompany. He is an eminent person of high credentials and of considerable professionalexperience. As on close of business hours of March 31 2019 the Board of CSR Committeecomprised of three directors as mentioned below.

S no Name DIN No Designation
1. Vishwa Nath Purohit 00291853 Independent Director Chairman
2. Prashant Gupta 06915283 Independent Director Member
3 Ekta Goswami 07412983 Independent Director Woman Director

14 DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES

Pursuant to the provisions of section 129 of the Companies Act 2013 and the rulesframed thereunder if any the statement containing the salient feature of the financialstatement of a company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures as forming part of this report.

Your Director is please to inform you that as on the close of the 31 March 2019 yourcompany ensures that there is no subsidiary or subsidiaries associate or associatesand joint venture or ventures.

15 VIGIL MACHANISM AND WHISTLE BLOWER POLICY

Your directors are pleased to inform you that the company has adopted a vigil mechanismwhich comprises whistle blower policy for directors employees and vendors of thecompany. This policy provides a formal mechanism for directors' employees and vendors toapproach the chairman of Audit committee to report concerns about unethical actual orsuspected fraud or violation of company code of conduct and thereby ensuring thatactivities of the company are conducted in a fair and transparent manner. The policy isalso available at the company website.

16 AUDITORS AND THEIR REPORT

M/s S. Mandal & Co. Chartered Accountants (FRN 314188E) wasappointed as a statutory auditor of the company at the 85th Annual General Meeting to holdoffice till the conclusion of the 88th Annual General Meeting retire at this ensuingAnnual General Meeting. Pursuant to the provisions of section 139 of Companies Act 2013and applicable Rule of the Companies (Audit & Auditors) Rules 2014 if any M/s S.Mandal & Co. Chartered Accountants being eligible for Re-appointment be and is herebyproposed for re-appointment as the auditor for a period of 5 (Five) Consecutive years fromthe conclusion of this Annual General Meeting till the conclusion of 93rd Annual GeneralMeeting subject to ratification by the members at every Annual General Meeting.Accordingly M/s S. Mandal & Co. is put in place for re-appointment as a statutoryauditor of the company by the shareholders.

The Auditors' Report does not contain any qualification reservation or adverse remark.Notes to Accounts and Auditors remarks in their report are self-explanatory and do notcall for any further comments.

17 SECRETARIAL AUDIT REPORT

Your Directors has appointed Mr. H. M CHORARIA a practicing Company Secretaryas Secretarial Auditor pursuant to the provisions of section 204 of the Companies Act2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Person)Rules 2014 to undertake the secretarial audit of the company for the financial year2018-19. The Secretarial Audit Report in form MR 3 is given as Annexure III formingpart of this report.

The Board of Directors of your company in its meeting held on 22nd July 2019 appointedMr. H. M CHORARIA to undertake the secretarial audit of the company for the Financial year2019 – 20.

The Secretarial Auditors' Report for the financial year 2018-19 does not contain anyqualification or adverse remark subject to contain observation. Auditors remark in theirreport are self - explanatory and do not call for further comments.

18 INTERNAL AUDIT & CONTROLS

The Company continues to engage M/s. HAMIRBASIA & ASSOCIATES CharteredAccountants (FRN 328744E) as its Internal Auditor. During the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.

The Board of Directors of your company in its meeting held on 22nd July 2019 appointedHAMIRBASIA AND ASSOCIATES CharteredAccountants to undertake the internal audit ofthe company for the Financial year 2019 – 20.

19 INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND ADEQUECY

The Board of Directors of the company is responsible for insuring the IFC have beenlaid down in the company and that such control is adequate and operating effectively. Yourdirectors ensure final IFC framework has been laid down in your company and it iscommensurate with the size scale and complex of its operation.

20 EXTRACT OF ANNUAL RETURN

Your company pursuant to the provisions of section 92(3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration)Rules 2014 has given in Annexure IV an extract of Annual Return as forming partof this report. The extract of annual return is given in MGT 9.

21 MATERIAL CHANGES AND COMMITMENTS

Your Director ensures that no material changes occurred subsequent to the close of thefinancial year of the Company to which the balance sheet relates and the date of thereport that affecting the financial position of the company.

22 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status of the company and its futurebusiness and operations.

23 DEPOSITS

Your Company has not accepted any Deposits from public within the meaning section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 during theyear under review.

24 DISCLOSURE OF SEXUAL HARESSMENT OF WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at work place a new act "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"has been notified with effect from 9th December 2013. As per section 4 read with section6 of the act applies to companies having 10 employees or more and such companies shall berequired to constitute internal complaint committee. Your Directors are pleased to informyou that as the number of employees in your company is below the threshold limit henceit is not required to constitute such committee.

Your directors are also pleased to inform you that there is no such case has beenreported during the year under review.

25 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186(11) of the Companies Act 2013 read with Rule 11 of theCompanies (Meeting and Power of the Board) Rules 2014 except sub section 1 theprovisions of section 186 does not apply to Non Banking Financial Company (NBFC) engagedin the business of Lending and Investment hence the provisions of section 186 exceptsection 186(1) does not apply to NBFC. Your directors are also pleased to inform you thatyour company has not made any investment through more than two layers of investmentcompanies during the year under review.

26 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties including certain arm's length transactions thereto shall be disclosed inAOC 2. Your directors ensure that no such contract was entered by the company with the anysuch Related Party during the year under review.

27 CORPORATE GOVERNANCE

Pursuant to regulation 15 of chapter IV of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 regulation 17 27 & other regulations under thisstatute relating to corporate governance is not applicable to your company and adeclaration in this effect is submitted with the Stock Exchange at regular intervalhowever your directors ensure good governance in the company.

28 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Pursuant to the provisions of section 134 of the Companies Act 2013 the details ofconservation of energy technology absorption foreign exchange earnings and outgo are asfollows:

Conservation of energy NIL
Technology absorption NIL
Foreign exchange earnings and Outgoing NIL

29 HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

30 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirms that: a. In the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures b. They had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the profit and loss of the company for that period; c.They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; d. They hadprepared the annual accounts on a going concern basis; e. They had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

31 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (IEPF) and therules framed thereunder your directors ensure that amount of Rs. 41622/- lyingunpaid or unclaimed for a period of seven years since 2012 shall be deposited with theIEPF.

32 AMOUNT OF CSR SPEND

Your Directors ensure that amount of CSR for the financial years 2015 - 2016 2016 -2017 and 2017 - 2018 amounting to Rs. 99635 817768 and 821231respectively is spend byway of deposition into Prime Minister’s Relief Fund. Your Director further ensuresthat the amount of CSR for the financial year 2018-19 amounting to Rs.645302 shall bedeposited into the Prime-Minister Relief Fund.

33 ACKNOWLEDGEMENTS

Your Director would like to record its appreciation for the co – operation andsupport received from its employees shareholders and all other stakeholders.

For and on behalf of the Board of Directors
Ashok Kumar Sunil Kumar Kanoria
Hamirbasia Director
M Director DIN : 0789030
DIN : 0291954
Place : Kolkata Arindam Saha Bela Parakh
Date : 22nd July 2019 CFO Company Secretary

BRIEF PROFILE OF DIRECTORS AND KMP APPOINTED

1. Sunil Kumar Kanoria

Mr. Sunil Kumar Kanoria aged 63 years hold degree in commerce. He has an extensiveand distinguishing experience in the field of operation finance and reporting. During hislong career of 35 years in the distinguishing areas he was responsible for policy framingbudgeting and other financial and administrative functions. Further in his such a longcareer he has closely witnessed and worked in interpreting and implications ofde-regulations re-regulations and progressive transformation of various policy frameworkand code of conducts.

At Present Mr. Sunil Kumar Kanoria holds the position of Non-Executive director of thecompany and does not hold any equity shares in the company.

2. Bela Parakh

Ms. Bela Parakh aged 28 years is a graduate in commerce with honours degree and alsoa qualified Company Secretary from Institute of Company Secretaries of India (ICSI). Shehas a good knowledge and experience of Company Law. She has command over the SecretarialMatters Legal due diligence and SEBI matters and Stock exchange issues.

At Present Ms. Bela Parakh holds the position of Company secretary cum complianceofficer of your Company. She is associated with your company since April 26 2019.

3. Himanshu Maheshwari

Mr. Himanshu Maheshwari aged 28 years is a graduate in commerce with honours degreeand also a qualified Company Secretary from Institute of Company Secretaries of India(ICSI). He also holds the degree in Law from F.M University Odisha. He has a goodknowledge and experience of Company Law and also has command over the Secretarial MattersLegal due diligence and SEBI matters and Stock exchange issues.

Mr. Himanshu Maheshwari was appointed in your company as company secretary cumcompliance officer with effect from August 31 2018 and hold such position and resignedfrom this position as on 22nd April 2019. He resigned due his career growth jobopportunity in another company.

STATEMENT OF PARTICULARS OF EMPLOYEES

PURSUANT TO THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONAL) RULES2014

Sl. No. Name Designation/ Nature of Duties Remuneration Received (Rs.) Qualification Experience in years Age in years Date of commencement of Employment Last employment held
1 Ashok Kumar Hamirbasia Managing Director Rs. 921800/- Commerce Graduate 40 Years 63 Years 27.01.2016 --
2 Arindam Saha Chief Financial Officer Rs. 352400/- Commerce Graduate; and MBA in Finance from SMU 7 Years 29 Years 30.05.2017 --
3 Dolly Prasad Company Secretary cum Compliance Officer Rs. 50000/- Commerce Graduate; and ACS (ICSI) 2 Years 26 Years 03.03.2018 03.08.2018
4 Himanshu Maheshwari Company Secretary cum Compliance Officer Rs. 70000/- Commerce Graduate; Law Graduate; and ACS (ICSI) 3 Years 30 Years 31.08.2019 22.04.2019

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