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SER Industries Ltd.

BSE: 507984 Sector: Others
NSE: N.A. ISIN Code: INE358F01013
BSE 00:00 | 04 Mar SER Industries Ltd
NSE 05:30 | 01 Jan SER Industries Ltd
OPEN 139.90
52-Week high 139.90
52-Week low 0.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 139.90
Sell Qty 4478.00
OPEN 139.90
CLOSE 139.90
52-Week high 139.90
52-Week low 0.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 139.90
Sell Qty 4478.00

SER Industries Ltd. (SERINDS) - Director Report

Company director report

Your Directors present their Fifty Fifth Report of the Company together with theAudited Statement of Accounts for the financial year ended 31st March 2018.

1. Financial Results:

In Rs. In Rs.
Particulars 31.03.2018 31.03.2017
Total Revenue 835594 1461333
Total Expenses 2341470 1776696
Profit (Loss) before Exceptional (1505876) (315363)
Extraordinary items and Tax
Less: Exceptional Items - -
Less: Extraordinary Items - -
Profit before Tax - -
Less: Current Tax - -
Deferred Tax (8108) 24935
Loss After Tax (1489806) (318668)

2. Performance Management Discussion and Analysis.

The turnover of the Company compared to the previous year is less due to reduced demandfor long distance movement of agricultural produce and fertilizers by road. The loss isalso due to the hike in diesel prices and operational costs.

The performance for the current year is low due to floods in many parts of the Country.The business was reduced comparatively and the operational expenses remained high; hencethe loss.

The Board of Directors do not visualize upward results during the next Financial Yearbased on the operations for the last 3 months which is lower compared to previous year.

3. Dividend:

The Directors do not propose any dividend due to loss incurred dining the year.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

The Provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared for previous years.

5. Fixed Deposits:

During the period under review the Company has not accepted any fixed deposit from thepublic. There are no deposits due for repayment after maturity.

6. Directors:

Smt. Savita Goel (Din-00425266) Director retires by rotation at the ensuring AnnualGeneral Meeting and being eligible offers herself for reappointment. Smt. Savita Goel isa Graduate and is a business woman.

The Board of Directors recommends her reappointment.

Sri. Vilas Ganesh Rangnekar (DIN- 00801203) Director resigned from his office onpersonal grounds.

His resignation was given effect from 28.07.2017 by the Board of Directors and hisvaluable service to the Company was placed on record.

7. Material Changes and Commitment if any affecting the financial position of theCompany occurred between the ends of the financial year to which this Financial Statementsrelate and the date of the report.

No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report.

8. Statement concerning Development and implementation of Risk Management Policy of thecompany.

The Company does not have any Risk Management Policy as the element of the riskthreatening the Company's existence is very minimal.

9. Particulars of loans guarantees or investments made under section 186 of theCompanies act 2013.

There was no loan guarantee or investment made by the Company under Section 186 of theCompanies Act 2013 during the year under review and hence the said provision is notapplicable.

10. Particulars of contracts or arrangements made with related parties.

There was no Contract or Arrangement made with related parties as defined under section188 of the Companies Act 2013 except as stated in the notes to accounts during the yearunder review.

11. Explanation or Comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports.

There was no qualification reservation or adverse remark made by the Auditors /Practicing Company Secretary in their reports.

12. Extract of Annual Return.

Extract of Annual Return in Form MGT-9 is enclosed as Annexure - Ato this report.

13. Number of board meetings conducted during the year under review.

The Board of Directors met FOUR times during the financial year under review on 29thMay 2017 28th July 20175th October 2017 and 29th January 2018.

14. Directors Responsibility Statement:

As required under Sec. 134(5) of the Companies Act 2013 your Directors confirm that:

i) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company at the end of die financial year and the financial resultsof the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act of 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv) The Annual Accounts for the financial year has been prepared on a going concernbasis.

v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

15. Subsidiaries Joint Ventures and Associate Company.

The company does not have any subsidiary / joint venture or an associate company.

16. Disclosure of composition of Audit Committee and providing vigil mechanism.

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 is applicable to the Companyand no report is due.


a. Buyback of securities Sweat Equity Bonus Shares and Employee stock option scheme.


18. Details of policy developed and implemented by the Company on its Corporate SocialResponsibility initiatives.

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

19. Company's policy relating to directors appointment payment of remuneration anddischarge of their duties.

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company.

20. Adequacy of Internal Financial Controls with reference to Financial Statements.

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation was observed.

21. Details of Significant and Material Orders passed by the Regulators Courts andTribunals.

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

22. Auditors:

M/s. G.V Sunder and Co Chartered Accountants were appointed as Auditors of the Companyfor Four financial years w.e.f 2014-15 at the 52nd Annual General Meeting. Theirappointment is subject to ratification at the forthcoming Annual General Meeting andremuneration is fixed by the Board.

23. Dematerializations of Shares:

65.50% of the total shares of the Company have been dematerialized as on 31.03.2018.Members holding shares in physical form are advised to dematerialise their shares to tradeand hold the equity shares in electronic form for convenience.

SEBI in its circular No. SEBI/LAD-NRo/GN/2018/24 dated 8th June 2018 has notified thatall shares held in physical form shall be dematerialized within December 5th 2018.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

24. Listing of Shares:

The listing fee for Bombay Stock Exchange for the financial year 2018-19 has been paid.The ISIN No: 358F01013.

The shares of the company have been delisted by the Bombay Stock Exchange and theCompany has gone on an appeal to Securities Exchange Board of India (SEBI) against theOrder.

25. E-Voting:

On the above subject the Directors report that:

a. The shares have to be dematted to an extent not less than 75%. The dematerializationhas not taken effect substantially in this company and the shareholding pattern is notencouraging Demat.

b. We have informed by way of note in our previous annual reports for demat in thenotice of the AGM and also for furnishing e-mail addresses of shareholders. Email addressis one of the prime requirements to adopt E-voting.

NSDL has been appointed to organize electronic voting / e-voting necessary instructionsissued by them on due course.

26. Conservation of energy technology absorption foreign exchange earnings and outgo:

The statement pursuant to Section 134 (M) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 arenot applicable to the Company.

27. Secretarial Audit

Pursuant to the provisions of the Companies Act 2013 read with relevant Rules madethere under a Secretarial Audit was conducted by Mr. R.C Venkatesh Rao PracticingCompany Secretary-FCS 2282. The Secretarial Audit Report for the financial year endedMarch 312018 is annexed to the Board's Report.

28. Corporate Social Responsibility (CSR).

The provisions of Section 135 pertaining to the Corporate Social Responsibility is notapply to the Company due to loss.

29. Declaration of Independent directors.

The Company has received declarations from Independent directors as mentioned insub-section (6) of section 149 of the Companies Act 2013.

30. Corporate Governance.

The Company strives to ensure good Corporate Governance and levels of transparency withall the provisions of Clause-49 of the Listing Agreement. A certificate from theSecretarial Auditor to this effect forms part of Corporate Governance Report.

31. Internal Complaint Committee under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

There are no woman employees at the work place; hence the clause is not applicable.

32. Statutory Disclosures

None of the Directors of your Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

33. Acknowledgement:

Your Directors wish to place on record their appreciation for the support andco-operation extended by all customers bankers Government authorities stakeholders andbusiness associates.

Place : Ramanagara For and on behalf of the Board of Directors
Date : 29-05-2018 NARENDRAGOEL
Chairman of the Meeting
(DIN No.: 00327187)