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SBEC Systems (India) Ltd.

BSE: 517360 Sector: Others
NSE: N.A. ISIN Code: INE689V01018
BSE 05:30 | 01 Jan SBEC Systems (India) Ltd
NSE 05:30 | 01 Jan SBEC Systems (India) Ltd

SBEC Systems (India) Ltd. (SBECSYSTEMS) - Director Report

Company director report

To

The Shareholders

SBEC Systems (India) Limited

Dear Members

Your Directors take pleasure in presenting the 32nd Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2021.

FINANCIAL RESULT

The summarised financial results of the company for the financial year 2020-21vis-a-vis 2019-20 are as under: (Rs. in Lacs)

PARTICULARS PERIOD ENDED 31.03.2021 PERIOD ENDED 31.03.2020
SALES & OTHER INCOME 22.83 1.56
TOTAL EXPENDITURE (INCLUDING EXCEPTIONAL ITEMS) 26.45 113.27
OPERATING PROFIT/(LOSS) BEFORE TAX (3.62) (111.71)
PROFIT/(LOSS) AFTER TAX (3.62) (113.56)

During the year under review the revenue from other income stood at Rs. 22.83 Lacs.The net loss of the Company stood at Rs. 3.62 Lacs as compared to net loss of Rs. 113.56Lacs for the previous year.

DIVIDEND & RESERVES

In view of the losses incurred your Board is unable to recommend any dividend for thefinancial year ended March 31 2021.

The Company has not transferred any amount to the reserves for the year ended March 312021.

SHARE CAPITAL

The paid up equity capital as on March 31 2021 was Rs.1000 Lacs. During the year underreview the Company has not issued any class of shares nor granted stock options.

ASSOCIATE/SUBSIDIARY/JOINT VENTURE COMPANY

As on March 31 2021 the Company has one Associate Company i.e. SBEC Sugar Limited.Investment in the Associate is dealt with in accordance with Indian Accounting Standard(Ind-AS) 28 the consolidation of accounts of the Company with its associate are combinedby using "Equity Method".

Further a statement containing the salient features of the financial statements of theAssociate company are prescribed in AOC-1 and appended as Annexure-A to theBoard’s Report.

There is no subsidiary company within the meaning of Section 2(87) of the CompaniesAct 2013 ("Act").

MATERIAL CHANGES AND COMMITMENTS

There are no material changes occurred in between the financial year ended on 31stMarch 2021 and date of the report of the Company which affects the financial position ofthe Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial period 2020-21are prepared in compliance with applicable provisions of the Companies Act 2013 IndianAccounting Standards and SEBI (LODR) Regulations 2015.

DIRECTORS

In terms of Section 152 and other applicable provisions if any of the Companies Act2013 Ms. Ritu Sikka Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered herself for re-appointment.

During the year under review the Board has appointed Mr. Rohit Garg as Non-ExecutiveNon-Independent Director and Ms. Asha Agarwal as Non-Executive Independent Director w.e.fFebruary 12 2021 and upto the date of forthcoming Annual General Meeting. The Boardrecommends the appointment for the consideration of the members of the Company at theAnnual General Meeting.

During the year under review Mr. Rajeev Kumar Agarwal (DIN: 00298252) Non-ExecutiveIndependent Director of the Company passed away on December 5th 2020 and Mr. AnupamBansal (DIN: 00004318) who was appointed as Non-Executive Director has resigned from theDirectorship w.e.f February 12 2021.

Brief Particulars of Directors seeking re-appointment/appointment have been given inthe annexure to the notice convening the Annual General Meeting. All the Directors havemade necessary disclosures as required under various provisions of the Companies Act 2013and SEBI (LODR) Regulations 2015.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013your Directors to the best of their knowledge and belief and according to information andexplanations obtained from the management confirm that:-

so as to give a true and fair view of the state of affairs of the Company as at in thepreparation of the annual accounts for the financial year ended March 31 2021 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

• the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent March 312021 and of the loss of the Company for the year ended on that date;

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;

• The Directors have prepared the Annual Accounts on a going concern basis;

The Directors have laid down proper internal financial controls to be followed by theCompany and such controls are adequate and operating effectively and

• The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended 31.03.2021 following persons are Whole Time KeyManagerial Personnel (KMP) of the Company in terms of provisions of Section 203 of theCompanies Act 2013.

S.No. Name Designation
1. Mr. Shiv Shanker Agarwal Chief Executive Officer
2. Mr. Luv Gupta Chief Financial Officer
3. Ms. Priyanka Negi Company Secretary

BOARD MEETING

The Board met six times during the financial year 2020-21 the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD

Presently the Company has the following mandatory Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in the "Report on CorporateGovernance" forming part of this Annual Report.

POLICY ON DIRECTOR’S APPOINTMENT & REMUNERATION AND OTHER DETAILS

The Board on recommendation of the Nomination & Remuneration Committee has alreadyframed a policy on Directors’ appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters specifiedunder said section. The policy is available on the website of the Companywww.sbecsystems.com.

BOARD EVALUATION:

As required under Section 134(3)(p) of the Companies Act 2013 read with Regulation 17of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Board ofDirectors had already approved the evaluation criteria for evaluating the performance ofthe Board of Directors its Committees namely Audit Committee Stakeholders RelationshipCommittee and Nomination and Remuneration Committee the Directors individually and theperformance of Independent Directors.

The manner in which the evaluation was carried out and the process adopted has beenmentioned in the Corporate Governance Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

As required under Section 149 (7) of the Companies Act 2013 all the IndependentDirectors have given declarations that they meet the criteria of independence as specifiedin Section 149 (6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. Doogar & Associates Chartered Accounts (Firm Regn No.000561N) were appointed as the Statutory Auditors for a term of 5 years in their 28th AGMheld on September 28 2017. They hold office till the 33rd AGM to be held in the year2022.

STATUTORY AUDITORS REPORT

The Statutory Audit Report contains qualifications and the Company has given itscomments on Audit Qualified Opinion for the Financial Year 2020-21 the details arementioned below:

Response to Qualified Opinion in Standalone Financial Statement

Non reversal of diminution of current quoted investment it is hereby clarified thatthe company is holding 14230884 Equity Shares of SBEC Sugar Limited and the Company isnot intending to sale/ transfer/ otherwise dispose off these shares the management hasdecided not to make any provision of diminution or reversal thereof.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company during the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s R.K. Singhal & Associates Company Secretaries in practice as theSecretarial Auditor to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is given in Annexure-B to this Report.

The observations in secretarial audit report are self-explanatory and therefore do notcall for any further explanation.

RISK MANAGEMENT POLICY

As required under Section 134(n) of the Companies Act 2013 the Company has laid downthe policy on risk management stating therein the objectives and purpose of the saidpolicy.

The Risk Management Policy of the Company can be viewed on the Company’s websitewww.sbecsystems.com.

INTERNAL FINANACIAL CONTROLS

The Company has adequate Internal Financial Controls with proper checks to ensure thattransactions are properly authorised recorded and reported apart from safeguarding itsassets. These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis. The internal auditors of the Company reviews the controls across the keyprocesses and submits reports periodically significant observations are alsopresented to the Audit Committee for review. Follow up mechanism the Management and is inplace to monitor the implementation of the various recommendations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES.

Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company i.e.

(a) net worth of the Company to be Rs. 500 crore or more; or

(b) turnover of the company to be Rs. 1000 crore or more; or

(c) net profit of the company to be Rs.5 crore or more.

As the Company does not fall under any of the threshold limits given above theprovisions of Section 135 are not applicable to the Company.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties during the year under review were onArm’s Length basis and in the ordinary course of business. The provisions of Section188 of the Companies Act 2013 are therefore not attracted. All related partytransactions were approved by the Audit Committee and the Board.

The relevant information regarding related party transactions has been set out in NoteNo. 27 of the Financial Statements for the financial year ended 31.03.2021.

Thus disclosure in Form AOC-2 is not required.

As required under Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a policy on related partytransactions and the same was approved by the Audit Committee and the Board of Directors.The said policy has been uploaded at the investors section of the Company’s websiteat www.sbecsystems.com

DEPOSITS

During the financial year Company has not accepted any deposit from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed Corporate Governance Report along with certificate from M/s R.K. Singhal& Associates Company Secretaries in practice and Management Discussion and AnalysisReport forms part of this Annual Report.

The declaration by the Chief Executive Officer and Chief Financial Officer addressed tothe Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34(3)and Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 regarding adherence to the Code of Conduct by the Members of the Board and by theMembers of the Senior Management Personnel of the Company is also attached to theCorporate Governance report.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism and a whistle blower policy. The same has been postedon the Company’s website and the details of the same are given in the CorporateGovernance Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure-C to thisReport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the financial year 2020-21 the Company has not made any investment nor givenany loans or guarantees covered under the provisions of section

186 of the Companies Act 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to the ratioof the Remuneration of each Director to the median employees remuneration shall not applybecause none of the Directors has drawn any remuneration from the Company for thefinancial year 2020-21. In terms of the Provisions of Section 197(12) of the Companiesact 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 none of the employees of the Company was in receiptof remuneration of more than the limit specified as set out in the above said Rules.

COST AUDITOR

During the period under review Cost Audit is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act Annual Return (in e-formMGT-7) for the financial year ended March 31 2021 is available on the Company’swebsite at: www.sbecsystems.com

SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India and approved by the Central Government as required underSection 118(10) of the Companies Act 2013.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed with BSE Limited. The annual fees of theBombay Stock Exchange have been paid promptly for the year 2020-21.

SEXUAL HARASSMENT

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21:

No. of complaints received : NIL
No of complaints disposed off : NIL

PERSONNEL RELATIONS

Your directors hereby place on record their appreciation for the services rendered bythe executives staff and workers of the Company for their hard work dedication andcommitment. During the year under review relations between the employees and themanagement continued to remain cordial.

APPRECIATION

Your directors thank the various Central and State Government Authorities and Agenciesfor the continued help and cooperation extended by them. The Directors gratefullyacknowledge all stakeholders of the Company viz. customers members dealers vendors andbanks for their excellent support during the year. The Directors also place on recordtheir sincere appreciation to all employees of the Company for their unstinted commitmentand continued cooperation to the Company.

For & behalf of the Board of
SBEC Systems (India) Limited
Sd/-
Place: New Delhi Vijay Kumar Modi
Date: 13.08.2021 Chairman
DIN: 00004606