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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 Sixth Report on the workings of the Company togetherwith the Audited Statement of Accounts for the financial year ended 31st March 2019.

1. Financial Results:

Particulars In Rs. In Rs.
31.03.2019 31.03.2018
Total Revenue 686066 835594
Total Expenses 4130974 2341470
Profit (Loss) before Exceptional (3444908) (1505876)
Extraordinary items and Tax
Less: Exceptional Items - -
Less: Extraordinary Items - -
Profit before Tax - -
Less: Current Tax - -
Deferred Tax - (8108)
Profit /Loss After Tax (3444908) (1489806)

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 FinancialYear based on the operations for the last 3 months which is lower compared to previousyear.

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

Sri. Gyan Prakash Goel (DIN- 00263133) a Director has resigned from his office onpersonal grounds. His resignation was given effect from 06.08.2018 by the Board ofDirectors and his valuable service to the Company was placed on record.

5. Material Changes and Commitment if any affecting the financial position ofthe Company occurred between the ends of the financial year to which this FinancialStatements relate 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 Policyof the company.

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.

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.

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 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 29thMay 2018 20th July 2018 20th August 2018 29th October 2018 and 28th January 2019.

12. Directors Responsibility Statement:

As required under Sec. 134(5) of the Companies Act 2013 your Directors con rm that: i)In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departure. ii) Selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the financial year and the financial results of the Company for thatperiod. 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 agoing concern basis. v) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate andoperating effectively. vi) The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

13. Subsidiaries Joint Ventures and Associate Company.

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

14. 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.

15. Shares

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

16. 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.

17. 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.

18. 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.

19. Details of Signi cant 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.

20. Auditors:

M/s. Shivaram Bhat &Associates Chartered Accountants were appointed as Auditors ofthe Company for Five financial years w.e.f 2019-23 at the 55th Annual General Meeting.Their remuneration is fixed by the Board.

21. Dematerializations of Shares:

65.84% of the total shares of the Company have been dematerialized as on 31.03.2019.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 have con rmedcompliance with the Code.

22. 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 StockExchange and the Company has gone on an appeal to Securities Exchange Board of India(SEBI) against the Order.

23. E-Voting:

On the above subject the Directors report that: a) The shares have to be dematted to anextent not less than 75%. The dematerialization has not taken effect substantially in thiscompany and the shareholding pattern is not encouraging Demat. b)We have informed by wayof note in our previous annual reports for demat in the notice of the AGM and also forfurnishing e-mail addresses of shareholders. Email address is one of the primerequirements to adopt E-voting. NSDL has been appointed to organize electronic voting /e-voting necessary instructions issued by them on due course.

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

The statement pursuant to Section 134 (6) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 arenot applicable to the Company.

25. Secretarial Audit

Pursuant to the provisions of the Companies Act 2013 read with relevant Rules madethere under a Secretarial Audit was conducted by CS Vivek Fanipati Hegde PracticingCompany Secretary. The Secretarial Audit Report for the financial year ended March 312019 is annexed to the Board's Report.

26. Corporate Social Responsibility (CSR).

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

27. Declaration of Independent directors.

De nition 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 Act2013 from the Independentdirectors stating that they meet the prescribed criteria for Independence. The Board ofDirectors after undertaking assessment and on evaluation of the relationships disclosedconsidering Sri. Jayant Mitra as an Independent director.

The independent director has af rmed compliance to the code of conduct for Independentdirectors as prescribed in Schedule IV of the Companies Act 2013.

28. Corporate Governance.

The Company strives to ensure good Corporate Governance and levels of transparency withall the provisions of SEBI(LODR)Regulations2015.

29. 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 2018-19 hencethe clause is not applicable.

30. Statutory Disclosures

None of the Directors of your Company are disquali ed 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.

31. 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
Place : Ramanagara NARENDRA GOEL
Date : 29-05-2019 Chairman of the Meeting (DIN No. : 00327187)