Your directors have pleasure in presenting the 38th Annual Report on thebusiness of your Company together with the Audited Statements of Accounts for thefinancial year ended 31st March 2021.
1. FINANCIAL SUMMARY:
Your Company's performance during the year ended 31st March 2021 ascompared to the previous financial year is summarized as below:
(Rs. In Lakhs)
|PARTICULARS ||Financial Year 2020-21 ||Financial Year 2019-20 |
|Revenue from operation ||1171.77 ||2028.22 |
|Other Income ||10.76 ||22.68 |
|Total income ||1182.53 ||2050.90 |
|Profit/(Loss) before Interest Depreciation and Tax ||(108.62) ||(174.92) |
|Finance Charges ||54.73 ||56.41 |
|Depreciation ||58.12 ||98.93 |
|Net Profit / Loss Before Tax (PBT) ||(221.47) ||(330.26) |
|Provision for Tax ||- ||- |
|Current Tax ||- ||- |
|Provision for earlier years ||- ||- |
|Deferred tax ||(7.06) ||1.06 |
|Net Profit (PAT) ||(214.41) ||(331.32) |
2. TRANSFER TO RESERVES
The Company did not transfer any amount to the General Reserve for the Financial Yearended March 31 2021.
3. SHARE CAPITAL
During the year the Company has not issued shares with differential voting rightssweat equity shares or Employee Stock Options and there were no changes in the sharecapital of the Company.
On account of the accumulated losses your Directors do not recommend any dividend forthe year ended 31st March 2021.
5. DIRECTORS & KEY MANAGERIAL PERSONAL:
In accordance with the provisions of Section 152 of the Companies Act 2013 Shri.Pemmasani Veeranrayana (DIN: 00644259) Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends his reappointment for the consideration of the members of the company at theforthcoming annual general meeting.
Further the term of Shri. Pemmasani Ravichandra (DIN: 00627413) Whole-Time Directorof the Company will expire on 31.08.2021. The Nomination and Remuneration Committee attheir meeting held on 13.08.2021 had recommended the reappointment of Shri. PemmasaniRavichandra (DIN: 00627413) as a Whole-Time Director of the Company for a period of threeyears with effect from 01.09.2021. Accordingly the Board has appointed Shri. PemmasaniRavichandra (DIN: 00627413) as a Whole-Time Director. The Board recommends hisreappointment for the consideration of the members of the company at the forthcomingannual general meeting.
Brief details of Shri. Pemmasani Veeranarayana and Shri. Pemmasani Ravichandra havebeen mentioned in the notice convening the Annual General Meeting at "Informationpursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/Re-appointment of Directors".
6. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent director under149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laiddown under section 149(6) of the Companies Act 2013.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave enrolled their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs
7. MEETINGS OF THE BOARD
The Board met Four Times during the financial year 2020-21 viz. on 26.06.202027.08.2020 12.11.2020 and 13.02.2021. A separate meeting of the Independent Directors ofthe Company held during the year on 13/02/2021 as required under Section 149 (8) read withthe Schedule IV (VII) of the Companies Act 2013 and clause 25 (3) of Securities ExchangeBoard of India (Listing obligations and disclosure requirements) Regulations 2015.Further due to covid 19 pandemic the statutory authorities have given a relaxation forthe time gap between two meetings. The Company has complied with the relaxed provisions ofthe statutory authorities.
8. STATUTORY AUDITORS:
M/s. M M G S & Associates (Firm Registration No: 010613S) Chartered Accountantswas appointed as the Statutory Auditors at the Annual General Meeting held on 30thSeptember 2019 for a term of 5 years from the conclusion of the 36th Annual GeneralMeeting till the conclusion of 41st Annual General Meeting. The report of the StatutoryAuditors along with notes to Schedules is enclosed to this report.
9. AUDITORS' REPORT
There are no qualifications reservations or adverse remarks made by M/s. M M G S &Associates. Chartered Accountants Statutory Auditors in their report for the FinancialYear ended 31st March 2021.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under subsection (12) of section 143 of the Companies Act 2013 during theyear under review.
10. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Y C Narayana & Co. Chartered Accountants Vijayawada as the Internal Auditorsof your Company. The Internal Auditors are submitting their reports on quarterly basis.
11. SECRETARIAL AUDITORS:
M/s. P. S. Rao & Associates Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the financial year 2020-21 as requiredunder Section 204 of the Companies Act 2013 and Rule 9 there-under. The secretarial auditreport for F.Y. 2020-21 forms part of this Report as Annexure- I.
12. SECRETARIAL AUDIT REPORT
There are no qualifications reservations or adverse remarks made by M/s. P. S. Rao& Associates Practicing Company Secretaries in their report for the Financial Yearended 31st March 2021.
13. RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy which includes theidentification therein of elements of risk which in the opinion of the board may threatenthe existence of the Company.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
15. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Company comprises the following Members
|Shri. Y Narayana ||Chairman |
|Shri. Rajesh Katragadda ||Member |
|Smt. P Sugunamma ||Member |
All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:
Information required under section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure- II.
17. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE MEMBERS OF THE BOARD AND COMMITTEES
One of the key functions of the Board is to monitor and review the board evaluationframework. The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of executive / non-executive / independentdirectors through a peer-evaluation excluding the director being evaluated through a Boardeffectiveness survey. The questionnaire of the survey is a key part of the process ofreviewing the functioning and effectiveness of the Board and for identifying possiblepaths for improvement. Each Board member is requested to evaluate the effectiveness of theBoard dynamics and relationships information flow decision-making of the directorsrelationship to stakeholders company performance company strategy and the effectivenessof the whole Board and its various committees on a scale of one to five. Feedback on eachdirector is encouraged to be provided as part of the survey.
Independent directors have three key roles governance control and guidance. Some ofthe performance indicators based on which the independent directors are evaluated include:
Ability to contribute by introducing international best practices to addresstop-management issues
Active participation in long-term strategic planning
Commitment to the fulfillment of a director's obligations and fiduciaryresponsibilities; these include participation in Board and committee meetings.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
The Company has no subsidiaries as on 31st March 2021.
20. NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters and to frame proper systems for identification appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in theinvestors section of the company's website.
21. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of the Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 if any are given in the notes to the financial statements pertainingto the year under review.
23. POLICY ON SEXUAL HARASSMENT:
The company has adopted policy on prevention of sexual harassment of women at workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
During the financial year ended March 31 2021 the company has not received anycomplaints pertaining to sexual harassment.
24. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that: i)In preparation of annual accounts for the financial year ended 31st March2021 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2021 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) The Directors had prepared the annual accounts on a going concern' basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
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.
25. VIGIL MECHANISM:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are posted on the websiteof the Company www.sibarauto.com
26. RELATED PARTY TRANSACTIONS:
Related party transactions entered during the financial year under review are disclosedin Note No.30 of the Financial Statements of the Company for the financial year ended 31stMarch 2021. These transactions entered were at an arm's length basis and in the ordinarycourse of business. There were no materially significant related party transactions withthe Company's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. Form AOC-2 containing the note onthe aforesaid related party transactions is enclosed herewith as Annexure III.
The Policy on the Related Party Transactions as approved by the Board is uploaded onthe website of the Company.
27. ANNUAL RETURN:
The annual return of the Company would be placed on the website of the Company i.e.www.sibarauto.com.
28. STATE OF AFFAIRS OF THE COMPANY
The State of Affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this Report.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as Annexure-IV.
30. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance is herewith annexed as Annexure-V.
31. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure- VI.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of Rs. 120 Lakhs or more or employeeswho are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.
The Company does not have any employee who is employed throughout financial year orpart thereof who was in receipt of remuneration in financial year under review which inaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole time director and holds by himself or along withhis spouse and dependent children not less than 2% of the equity shares of the Company.
32. HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no Material Changes and Commitments Affecting the Financial Position of theCompany.
35. ACKNOWLEDGMENT AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers financial institutions business associates for their consistent support andcontinued encouragement to the Company.
Further your Directors convey their appreciation for the whole hearted and committedefforts by all its employees. Your Directors gratefully acknowledge the ongoingco-operation and support provided by the Central and State Governments Stock ExchangesSEBI RBI and other Regulatory Bodies.
| || ||By order of the Board of Directors |
| || ||For Sibar Auto Parts Ltd |
| ||Sd/- ||Sd/- |
|Place: Tirupati ||Pemmasani Madhu Pratap ||Pemmasani Veeranarayana |
|Date: 13.08.2021 ||Whole-Time Director ||Managing Director |
| ||DIN: 00644254 ||DIN: 00644259 |