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Satia Industries Ltd.

BSE: 539201 Sector: Industrials
NSE: N.A. ISIN Code: INE170E01015
BSE 00:00 | 22 Jun 431.00 -8.75
(-1.99%)
OPEN

437.00

HIGH

437.00

LOW

431.00

NSE 05:30 | 01 Jan Satia Industries Ltd
OPEN 437.00
PREVIOUS CLOSE 439.75
VOLUME 536
52-Week high 445.90
52-Week low 76.90
P/E 6.28
Mkt Cap.(Rs cr) 431
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 437.00
CLOSE 439.75
VOLUME 536
52-Week high 445.90
52-Week low 76.90
P/E 6.28
Mkt Cap.(Rs cr) 431
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Satia Industries Ltd. (SATIAINDUST) - Director Report

Company director report

Dear Members

The Directors have the pleasure of presenting the 36th Annual Report of YourCompany for the Financial Year 2016-17.

Financial Result:

The financial performance of your Company for the year ended March 31 2017 issummarized below:-

(Rs in Lakh)

Current Year Previous Year
Revenue and other income 51977.63 45008.78
Gross Profit before interest and depreciation 9221.14 7000.64
Interest and Financial charges 2432.95 2510.05
Depreciation 3992.17 3324.81
Profit from operations (before tax & exceptional item) 2796.02 1165.78
Extra Ordinary items 105.98 157.92
Profit before Tax 2690.04 1007.86
Exceptional Items - -
Profit Before Tax 2690.04 1007.86
Current Tax - -
Deferred Tax 137.23 (303.76)
Net Profit/ (Loss) after tax 2552.81 1311.62
Less: Appropriation
Proposed Dividend 200.00 0

Industry Review

Corporate Overview

Satia Industries Limited operates in following business segments viz. Paper YarnCotton Agriculture and Co-generation of power for captive consumption.

Operational Review

Paper Industry in India did well during the year ended 31.03.2017 and that is alsoreflected in the operation of your company. During the financial year 2016-17 Totalproduction of paper of the Company was 103588.5 MTs higher by 14.79% as compared to90242.8 MT of last year. Net revenue of your Company from operation was Rs. 51686.70 Lakhas compared to Rs 43360.67 Lakh during the corresponding period of previous year 2015-16.The net profit after tax of the Company is Rs. 2552.81 Lakh as compared to Rs. 1311.62Lakh for the previous year.

Dividend

Your Directors have pleasure in recommending for approval of the members at the AnnualGeneral Meeting a dividend of Rs 2.00 per share (i. e 20%) for the financial year ended31st March 2017. The dividend of 20% if approved at the forthcoming Annual GeneralMeeting will result in out flow of Rs 200.00 Lakh in addition to Rs 41.85 Lakh by way ofdividend distribution tax.

Financial Review

Share Capital

The paid up equity capital as on march 31 2017 was Rs.100000000/-.During the yearunder review the Company has not issued any shares.

Reserves

The Company does not propose to carry any amount to any reserves.

Fixed Deposit

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:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.

Internal Control Systems and their adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the Internalauditor reports to the Whole Time Director and the quarterly reports are placed before theAudit Committee.

Based on the report of internal audit the audit committee recommends correctiveactions the respective department needs to undertake in their respective areas and therebystrengthen the controls.

Directors:

Smt. Bindu Satia Director of the Company liable to retire by rotation at theforthcoming Annual General Meeting does not seek her re-appointment.

All independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing obligation & Disclosure Requirement) Regulation 2015

Key Managerial Personnel

The following employees were designated as Whole Time key Managerial personnel by theBoard of Directors during the financial year:-

Dr Ajay Satia: CMD & CEO

Sh Ashok Kumar Khurana: CFO

Sh Rakesh Kumar Dhuria: Company Secretary

Remuneration Policy

The Board has on the recommendation of the Remuneration Committee framed a policy forselection & appointment of Directors. Senior Management and their remuneration. TheRemuneration Policy is stated in the Annexure-I.

Meetings

During the year four board meetings and four Audit Committee Meetings were convened andheld. The detail of which are given in the Corporate Governance Report.

The Intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act 2013 your Directorsconfirm that :

(a) in the preparation of the annual accounts the applicable accounting standards havebeen 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 or loss of the company for the period.

(c) the Directors had 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 had prepared the annual accounts on a going concern basis.

(e) the Directors in the case of listed Company had laid down internal financialcontrol to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

Statutory Auditors:

M/s. Rakesh Bansal & Co. Chartered Accountants Muktsar the Statutory Auditors ofthe company holds the office of the Statutory Auditors till the conclusion of theforthcoming Annual General Meeting.

The Company is proposing to appoint M/s Deepak Grover & Associates CharteredAccountants (Firm Registration No. 505923) as Statutory Auditors for a period of 5 yearscommencing from the conclusion of the 36th Annual General Meeting till the conclusion ofthe 41st Annual General Meeting. M/s Grover & Associates chartered Accountant haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limits mentioned under Section 141(3) (g) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014. The Audit Committee and the Board of Directorsrecommend the appointment of M/s Deepak Grover & Associates.

The Auditors' Report on the Accounts is self explanatory and requires no comments.

Secretarial Audit:

Pursuant to provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s S. Parnami & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the company. The Secretarial Audit report is annexedherewith as '' Annexure-V The secretarial audit report for the year under review requiresno comments.

Internal Auditors

During the year under review M/s Harpal Singh & Associates Internal Auditorscarried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act 2013 M/s HMVN & Associates CostAccountants New Delhi has conducted the cost audit of the Company.

Related Party Transaction:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsomnibus approval. The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the rules there under and Listing Regulations. This Policy as considered and approved bythe Board has been uploaded on the webs site of the Company at www.satigroup.com

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

A Code of Conduct which is applicable to the Members of the Board and all employees inthe course of day to day business operations of the company. The Company believes in"Zero Tolerance" against bribery corruption and unethical dealings / behaviorsof any form and the Board has laid down the directives to counter such acts. The code laiddown by the Board is known as "code of conduct"

The Code has been posted on the Company's website. The Code lays down the standardprocedure of business conduct which is expected to be followed by the Directors and thedesignated employees in their business dealings and in particular on matters relating tointegrity in the work place in business practices and in dealing with stakeholders. TheCode gives guidance through examples on the expected behavior from an employee in a givensituation and the reporting structure. All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure VI".

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Board of Directors ofthe Company has formed a risk management committee to frame implement and monitor therisk management plan for the Company.

Particulars of Employees

Information as required under Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended asAnnexure-II and forms an integrated part of this report.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo

The Particulars as prescribed under section 134(3)(m) of the Companies Act 2013 readwith rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended as anAnnexure-III to the Director's Report.

Industrial Relations:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

Corporate Social Responsibility Initiatives

The Corporate Social Responsibility is an integral part of the Company's policy and ithas been pursuing this on a sustained basis. The Company assists in running the localSchools. The Company had directly organizes various programs for social welfare &upliftment or indirectly contributes in such activities conducted by other organizationsby providing financial & other aid.

The Company has carried out 'Need Assessment Study' to fulfill the requirements of itssocial responsibility under CSR Programs and based on that assessment of demand themanagement has approved Rs.2.50 crores for CSR program in surrounding villages. Theactivities mentioned therein shall be carried out within a time frame of 5 years (from theyear 2017-18 to 2021-22). The sectors identified under the scope of CSR activities are asfollows:

CSR Activities

Budgetary Plan (Rs.)
S. No. Planned activities under CSR as per specific needs 1st Year 2nd Year 3rd Year 4th Year 5th Year Total
1. Community Health Improvement
i Disinfection facilities for dug wells and other potable water sources 200000 200000 350000 350000 300000 1400000
ii Periodically medical checkup blood donation camps to be organized near project site 250000 250000 250000 300000 350000 1400000
iii Eye checkup camps 300000 400000 500000 500000 500000 2200000
iv Health awareness camps for child and mother care health and hygiene practices. 150000 150000 200000 250000 250000 1000000
Total 900000 1000000 1300000 1400000 1400000 6000000
2. Community Education Facilities
i Augmentation of furniture blackboard etc. in village schools 500000 500000 500000 500000 500000 2500000
ii Award scholarship to meritorious students 100000 100000 100000 100000 100000 500000
iii Distribution of educational books stationary uniforms and aids etc. 400000 400000 400000 400000 400000 2000000
Total 1000000 1000000 1000000 1000000 1000000 5000000
3. Community Welfare activities
i Worship places development & beautician 300000 300000 300000 300000 300000 1500000
ii Distribution of seeds & saplings 100000 100000 100000 100000 100000 500000
iii Promotion & support to various Govt. Schemes 200000 200000 200000 200000 200000 1000000
Total 600000 600000 600000 600000 600000 3000000
4. Infrastructural Development
i Village pond retrieval 300000 300000 300000 300000 300000 1500000
ii R.O installation 300000 300000 300000 300000 300000 1500000
Total 600000 600000 600000 600000 600000 3000000
5. Community Water Conservation
i Rain water harvesting and ground water recharge pits 500000 500000 500000 500000 500000 2500000
ii Water conservation awareness programs 100000 100000 100000 100000 100000 500000
Total 600000 600000 600000 600000 600000 3000000
6. A forestation Programs
i Plantation of trees in village road side 500000 500000 500000 500000 500000 2500000
ii Development of nursery 100000 100000 100000 100000 100000 500000
Total 600000 600000 600000 600000 600000 3000000
7. Community Capacity Building
i Impairing vocational training for technical skills self-employment training for women as stitching embroidery tailoring handicrafts 200000 300000 400000 500000 600000 2000000
Total 200000 300000 400000 500000 600000 2000000
Grand Total 4500000 4700000 5100000 5300000 54000000 25000000

As part of its initiatives under "corporate social responsibility" (CSR) thecompany has contributed funds for the schemes of promotion of education and medical aid.

The Annual Report on CSR activities is annexed herewith as: Annexure:- IV

Review of performance of the Board

As per Section 134 & 178 read with Schedule IV of the Companies Act 2013 andRegulation 25 of the SEBI (LODR) Regulations 2015 as applicable on the Company theIndependent Directors in their separate meeting held on February 2 2017 have reviewed theperformance of non-independent directors Chairman and Board as a whole along with reviewof quality quantity and timeliness of flow of information between Board and managementand expressed their satisfaction over the same.

The Board has on the recommendation of the Remuneration Committee framed a policy forselection & appointment of Directors. Senior Management and their remuneration. TheRemuneration Policy is stated in the Annexure-I

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices. The Report on corporategovernance as stipulated under SEBI listing regulation forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance is attached to the Report on corporate governance.

Management Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report.

Acknowledgement:

The Directors wish to place on record their sincere gratitude and appreciation for theassistance and cooperation received from the Government of India Government of Punjabthe Financial Institutions Punjab National Bank Central Bank of India MembersCustomers and Business Constituents for their continued support and co – operation.

We also place on record our sincere appreciation for the contribution made by theemployees at all levels. Our consistent growth is made possible by their devout sincereand unstinted services.

For and on behalf of the Board of Directors
Place : New Delhi (AJAY SATIA) (R.K.BHANDARI)
Date : 29.08.2017 CHAIRMAN CUM MANAGING DIRECTOR JOINT MANAGING DIRECTOR