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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. (SERINDUSTRIES) - Director Report

Company director report

To the Members:

Your Directors present their Fifty Seventh Report on the workings of the Companytogether with the Audited Statement of Accounts for the financial year ended 31stMarch 2020.

1. Financial Results

Particulars Amount in Rupees Amount in Rupees
31.03.2020 31.03.2019
Total Revenue 3383651 686066
Total Expenses 3192044 4130974
Profit (Loss) before Exceptional Extraordinary items and Tax 191607 (3444908)
Less: Exceptional Items (16405) -
Less: Extraordinary Items - -
Profit before Tax 175202 -
Less: Current Tax -
Deferred Tax 108946 -
Profit /(Loss) After Tax 284148 (3444908)

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 thecurrent year is low due to floods in many parts of the Country. The business was reducedcomparatively and the operational expenses remained high; However the Company is managedto achieve low amount of profit compared to previous year's losses.

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
Narendra Goel Whole time Director
Savita Goel Director
Jayant Dolatraj Mitra Director
Arvind Sampat Khot Director
Mahesh Dharma Doifode Director

Mr. Mahesh Dharma Doifode (DIN- 08518066) an Independent Director has been appointedduring the financial year. He was accorded into the board of directors and appointed on 22ndJuly 2019 with effect from 23rd July 2019 and he brings in valuable expertiseto the Company's management.

Mr. Sanjay Bihari Pal and Ms. Savita Agrawal have been inducted into the company as aChief Financial Officer (CFO) and a Company Secretary respectively with effect from 28thMay 2019.

Apart from above there has been no change in the constitution of the Board of Directorsof the Company and KMP during the financial year.

5. 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.

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. and annual return of thecompany has been published on such website.

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

The Board of Directors met FIVE times during the financial year under review on 28thMay 2019 22nd Jul 2019 23rd Oct 2019 24th Jan 2020 11thMarch 2020.

12. Committees of the Board:

Your Company's Board has the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

Details of terms of reference of the Committees Committee membership changes andattendance of Directors at meetings of the Committees are provided in the CorporateGovernance report attached to this Annual Report.

13. 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.

14. Subsidiaries Joint Ventures and Associate Company.

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

15. 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.

Accordingly the Audit Committee is duly reconstituted consisting of Three Non-ExecutiveDirectors with Two independent directors in the meeting held on 22nd July 2019.

16. 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.

Accordingly the Nomination and Remuneration Committee is duly reconstituted consistingof Three NonExecutive Directors with Two independent directors in the meeting held on 22ndJuly 2019.


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 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.

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. 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 is fixedby the Board.

23. Dematerializations of Shares:

65.88% of the total shares of the Company have been dematerialized as on 31.03.2020.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.

24. Listing of Shares:

The listing fee for Bombay Stock Exchange for the financial year 2019-20 has been paid.The ISIN No: 358F01013.

The shares of the company have been tempararily suspended from trading by the BombayStock Exchange and Company has challenged this and hoping for a favorable decision in thematter. Decision has been delayed due to COVID-19 & the lockdown.

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 (3)(m) of the Companies Act 2013 read withCompanies (Companies (Accounts) Rules 2014 are not 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 M/s. V H & Co. CompanySecretaries Bengaluru. The Secretarial Audit Report for the financial year ended March31 2020 is annexed to the Board's Report.

28. Corporate Social Responsibility (CSR).

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

29. Declaration of Independent directors.

Definition of 'Independence' of Directors is derived from Regulation 16 of the ListingRegulations and section 149(6) of the Companies Act 2013.The company has receivednecessary 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.

30. Corporate Governance.

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

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

There are no women employees at the work place during the financial year 2019-20 hencethe 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.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Narendra Goel Mahesh Dharma Doifode
Date: 29.07.2020 Whole time Director Director
(DIN: 00327187) (DIN: 08518066)