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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
PREVIOUS CLOSE 139.90
VOLUME 50
52-Week high 139.90
52-Week low 0.00
P/E
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
VOLUME 50
52-Week high 139.90
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 139.90
Sell Qty 4478.00

SER Industries Ltd. (SERINDUSTRIES) - Director Report

Company director report

To the Members:

Your Directors present their Fifty Eighth Report on the workings of the Companytogether with the Audited Statement of Accounts for the financial year ended 31stMarch 2021.

1. F inancial Results

Particulars
Amount in Rupees Amount in Rupees
31.03.2021 31.03.2020
Total Revenue 408300 3383651
Total Expenses 2613062 3192044
Profit (Loss) before Exceptional Extraordinary items and Tax (2204762) 191607
Less: Exceptional Items (25687) 16405
Less: Extraordinary Items - -
Profit before Tax (2179075) 175202
Less: Current Tax - -
Deferred Tax (218908) (108946)
Profit /(Loss) After Tax (1960167) 284148

2. Performance Management discussion and analysis

With the spread of Coronavirus disease - 2019 (COVID-19) followed by country widelockdown restrictions on travel implementation of social distancing norms the businessoperations of the Company were severely impacted.

There was ambiguity surrounding the ability of the Company to bounce back and bringingthe business to running has been challenging for your directors.

Despite all the issues faced your Company has performed reasonably during the year andthe same is evident from the audited financial statements for the year ended 31stMarch 2021 presented along with this report.

Though the likely duration of COVID – related disruptions is uncertain yourDirectors are confident that Company shall be quick to adapt and factor COVID-19 into thebusiness operations. The Board is optimistic that the Company would see a significantincrease in its profitability in the coming year as well.

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. 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.

4. Directors and Key Managerial Personal: Present Board's Composition as below –

Name of the director Designation
Mr. Narendra Goel Whole time Director
Mrs. Savita Goel Director
Mr. Arvind Sampat Khot Director
Mr. Jayant Dolatraj Mitra Independent Director
Mr. Mahesh Dharma Doifode Independent Director
Mr. Sanjay Bihari Pal Chief Financial Officer
Mrs. Savita Agarwal Company Secretary &
Compliance Officer

There was no change in the constitution of the Board of Directors of the Company andKMP during the financial year.

5. M aterial 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.

6. 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.

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

Details of Loans guarantees and investments covered under section 186 of the CompaniesAct 2013 forms the part of the Notes to the financial statements provided whereverapplicable.

8. 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 account during the yearunder review.

9. 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 statutoryAuditors.

There are a few qualifications made by the secretarial auditor and the board has takennote of the same. While corrective measures have already been taken with respect to someof the issues raised in the secretarial audit report and the board is working continuouslyto comply with other statutory requirements as pointed out by the secretarial auditorwhich shall be complied with in due course of time.

10.Web link of Annual Return if any.

The company is having website i.e. http://serindustries.co.in/ and annual return ofthe company has been published on such website.

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

The Board of Directors met Four times during the financial year under review on 29thJune 2020 29th July 2020 28th October 2020 and 29thJanuary 2021.

12.Committees of the Board:

Your Company's Board has the following committees: a. Audit Committee; b. Nominationand Remuneration Committee; c. Stakeholders Relationship Committee

Details of terms of reference of the Committees and attendance of Directors at meetingsof the Committees are provided in the Corporate Governance report attached to this AnnualReport.

13.Secretarial Standard:

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

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 the 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.

17.Disclosure of composition of Nomination and Remuneration Committee.

The provisions of Section 178 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2013 is applicable to the Companyand no report is due.

18.Shares

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

--------NIL--------

19.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.

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

The company has duly complied with the provisions of appointment of directors paymentof remuneration and discharge of their duties as per the provisions of the Companies Act2013.

21.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.

22.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.

23.Auditors:

M/s. Shivaram Bhat & Associates Chartered Accountants were appointed as Auditorsof the Company for a period of Five financial years from 2018-19 to 2022-23 at the 55thAnnual General Meeting held on 21st September 2018. Their remuneration has beenfixed by the Board.

24.Dematerializations of Shares:

65.88% of the total shares of the Company have been dematerialized as on 31.03.2021.Members holding shares in physical form are advised to dematerialize their shares to tradeand hold the equity shares in electronic form for convenience.

 

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 pre-clearance 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.

25.Listing of Shares:

The listing fee for Bombay Stock Exchange for the financial year 2020-21 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.

26.E-Voting:

On the above subject the Directors report that:

a) The shares have to be dematerialized to an extent not less than 75%. Thedematerialization has not taken effect substantially in this company and the shareholdingpattern is not encouraging 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.

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

The statement pursuant to Section 134 (3)(m) of the Companies Act 2013 read withCompanies (Companies (Accounts) Rules 2014 are not applicable to the Company.

28.Secretarial Audit

Pursuant to the provisions of the Companies Act 2013 read with relevant Rules madethere under a Secretarial Audit was conducted by M/s. V H & Co. CompanySecretaries Bengaluru. The Secretarial Audit Report for the financial year ended March31 2021 is annexed to the Board's Report.

29.Corporate Social Responsibility (CSR).

The provisions of Section 135 pertaining to the Corporate Social Responsibility is notapplicable to the Company.

30.Declaration of Independent directors.

Definition of ‘Independence' of Directors is derived from Regulation 16 of theListing Regulations and section 149(6) of the Companies Act 2013. The Company hasreceived necessary declarations under Section 149(7) of the Companies Act 2013 from theIndependent directors stating that they meet the prescribed criteria for Independence. TheBoard of Directors after undertaking assessment and on evaluation of the relationshipsdisclosed considering Mr. Jayant Mitra and Mr. Mahesh Dharma Doifode as an Independentdirectors.

The independent directors has affirmed compliance to the code of conduct forIndependent directors as prescribed in Schedule IV of the Companies Act 2013.

31.Corporate Governance.

The Company strives to ensure good Corporate Governance and levels of transparency withall the provisions of SEBI (LODR) Regulations 2015.

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

The Company is not covered under the provision of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

33.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.

34.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.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Narendra Goel Mahesh Dharma Doifode
Date: 16.08.2021 Whole time Director Director
(DIN: 00327187) (DIN: 08518066)

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