SIDH AUTOMOBILES LIMITED
Your Directors have pleasure in presenting 30th Annual Report together with the AuditedFinancial Statements along with the Report of Auditors for the financial year ended March31st 2016.
| || ||Amount (Rs. In Lacs) |
|Particulars ||Financial year ended March 31 2016 ||Financial year ended March 31 2015 |
|Income from Operations ||4.44 ||4.44 |
|Other Income ||5.292 ||0 |
|Total Income ||9.732 ||4.44 |
|Depreciation ||0.0679 ||0.0979 |
|Total expenditure ||8.559 ||3.31 |
|Net Profit Before Tax & Exceptional Item ||1.17 ||1.13 |
|Exceptional Item ||0 ||0 |
|Net Profit Before Tax ||1.17 ||1.13 |
|Tax Expenses ||8.559 ||3.31 |
|Current Tax ||0 ||0 |
|Deferred Tax ||-0.013 ||-0.005 |
|Profit / (Loss) after Tax ||0.823 ||0.786 |
During the year there has been no change in the Authorized Subscribed and paid upshare capital of the Company. The paid up share capital of the company as on 31stMarch 2016 was Rs. 29623000/- divided into 2962300 Equity Shares of Rs. 10/- each .
Due to losses incurred by Company your Directors have considered it financiallyprudent not to declare any dividend. Therefore no dividend has been recommended for theyear ended March 31st 2016.
TRANSFER OF RESERVES
The Company has not transferred any amount to reserves and surplus.
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
Sidh Automobiles Limited is a company incorporated on 16th February 1985primarily engaged in the business of all kinds of automobiles and other related products.The company is an NBFC Company and engaged in NBFC activities . The company has focused onenhancing the NBFC business. The company is also listed with Bombay stock Exchange Limited Delhi Stock Exchange Limited and U.P. Stock Exchange Limited. During the year underreview the Income from operations is Rs. 4.44 Lacs (Previous Year: Rs.4.44 Lacs) . Thecompany Profit after Tax (PAT) is Rs 0.823 Lacs as compared to a profit of Rs. 0.786Lacs in previous year. The directors are making efforts to enhance the businessactivities and are hopeful for good results in the coming year.
CHANGE IN NATURE OF BUSINESS IF ANY
There has been no change in nature of business of your company during the year underreview.
DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY
During the year under review company has no subsidiary Companies.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
Company has formed 3 subsidiary companies during the period from 31st March 2016 tillthe date of finalization of board report :
|S.NO . ||NAME AND ADDRESS OF THE COMPANY ||CIN/GLN ||SUBSIDIARY % of share s held ||Applica ble Section ||Date of becoming Subsidiary |
|1 ||WHOLLY ORGANIC PRIVATE LIMITED ||U74999DL2016PTC304220 ||Subsidiary 99% ||2(87) ||10/08/2016 |
|2 ||WHOLLY JOY PRODUCTS PRIVATE LIMITED ||U15549DL2016PTC303410 ||Subsidiary 99% ||2(87) ||22/07/2016 |
|3 ||SUNRISEBLISS ORGANICS PRIVATE LIMITED ||U15209DL2016PTC303305 ||Subsidiary 99% ||2(87) ||20/07/2016 |
Mr. Shyam lal has resigned as Company Secretary of the Company w.e.f. July 19 2016 dueto personal reasons.
Pursuant to Section 152(6) of the Companies Act 2013 Mr. Anil Sharma will retire atthe ensuing Annual General Meeting and being eligible seek himself for re-appointment.
Non- Executive Independent Diretors:
Mr. Deepak Kumar was appointed as non Executive Independent Director by the board ofdirectors on 12th February 2015 and he was regularized at the Annual generalMeeting held on 30th September 2015 for a period of five consecutive years
Ms. Nivedita Bisht was appointed as non Executive Independent Director by the board ofdirectors on 27thMay 2010 and he was regularized at the Annual general Meeting held on 30thSeptember 2015 for a period of five consecutive years
Mr. Hari Mohan Gupta was appointed as non Executive Independent Director by the boardof directors on 15th January 2011 and he was regularized at the Annual generalMeeting held on 30th September 2015 for a period of five consecutive years
Mr. Anil Sharma Managing Director of the company duly approved and recommended byboard of Directors and Nomination and remuneration Committee re appointed for a period of5 years w.e.f. February 12 2015 at the Annual General Meeting held on September 30 2015.
KEY MANAGERIAL PERSONNEL
During the year under review pursuant to Section 203 of Companies Act 2013 Mr. SushantSaxena was appointed as a Chief Financial Officer (CFO) of the company by the Board ofDirectors w.e.f. February 12 2015.
Mr. Shyam lal has been appointed as Company Secretary of the Company w.e.f. October 012015 in order to comply with Section 203 of Companies Act 2013.
NUMBER OF BOARD MEETINGS AND ATTENDENCE BY EACH DIRECTOR
The Board of Directors of the company met Five (5) times on 01.04.2015 29.05.201514.08.2015 14.10.2015 and 01.02.2016 during the financial Year 2015-2016. Maximuminterval between any two meetings did not exceed 120 days as prescribed in Companies Act2013 and 1 meeting was held in every calendar Quarter in the financial year 2015-2016
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) and 134(5) of the Companies Act 2013 yourDirectors hereby state that:
i. in the preparation of Annual Accounts for the financial year ended 31st March 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures.;
ii. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the Annual Accounts for the year ended 31stMarch 2016 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;
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.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The company has received necessary declaration from Independent Directors of thecompany that he/she meets the criteria of independence as laid down under Section 149(6)of the Companies Act 2013.
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. Separate exercise was carried out to evaluate the performance ofNon-Independent Directors including the Board chairman who were evaluated on parameterssuch as Key achievements Short term and Long term targets Challenges facedImplementation of Strategic decisions organizational performance participation andattendance in Board and Committee meetings etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and Non-Independent Directors was carried out by the IndependentDirectors.
Independent Directors were evaluated on the following parameters such as Attendance andparticipations in the Meetings and timely inputs on the minutes of the meetings adherenceto ethical standards & code of conduct of Company and disclosure of non-independenceas and when it exists and disclosure of interest Interpersonal relations with otherdirectors and management Understanding of the Company and the external environment inwhich it operates and contribution to strategic direction Safeguarding interest ofwhistle-blowers under vigil mechanism and Safeguard of confidential information.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 are annexed herewith as "Annexure-A".
RELATED PARTY TRANSACTIONS
All related party transactions made during the financial year 2015-2016 were on arm'slength basis and were in the ordinary course of business. Details of related partytransaction is in AOC-2 as prescribed under section 188 of companies Act 2013 is annexedherewith as "Annexure B"
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval on quarterly basis specifying the nature value and terms & conditionsof transactions
The Board of Directors at its meeting held on 27th August 2016 as per therecommendation of the Audit Committee and pursuant to the provisions of Section 139(8)under Companies Act 2013 appointed Messrs. Biswa Chandra Saini & Co CharteredAccountants (Firm Registration No: 022674N) as the Statutory Auditors of the Company tofill the casual vacancy caused by the resignation of Messrs. SRP & AssociatesChartered Accountants subject to the approval by the members in the 30th Annual GeneralMeeting of the Company at such remuneration plus applicable taxes and out of pocketexpenses as may be determined and recommended by the Audit Committee in consultation withthe Auditors and duly approved by the Board of Directors of the Company.
The Board of Directors at its meeting held on 27th August 2016 as per therecommendation of the Audit Committee and pursuant to Section 139 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and other applicable provisions if any recommended the appointmentof Messrs. Biswa Chandra Saini & Co as Statutory Auditors of the Company to holdoffice for five years from the conclusion of the 30th Annual General Meeting till theconclusion of the 35th Annual General Meeting of the Company to be held in the year 2021(subject to ratification of the appointment by the Members at every Annual General Meetingheld after the 30th Annual General Meeting) at such remuneration plus applicable taxesand out of pocket expenses as may be determined and recommended by the Audit Committee inconsultation with the Auditors and duly approved by the Board of Directors of the Company.
The Company has received consent and eligibility certificate from Messrs. Biswa ChandraSaini & Co Chartered Accountants to act as Statutory Auditors of the Company alongwith a confirmation that their appointment if made would be within the limitsprescribed under the Companies Act 2013. Accordingly consent of the members is soughtfor passing an Ordinary Resolution as set out in Item No. 3 and 4 of the Notice forappointment and payment of remuneration to the Statutory Auditors.
The Board had appointed Mr. Vineet Kumar partner of M/s SVR & CO. PracticingCompany Secretary (COP No.:14721) to conduct Secretarial Audit for the financial year2015-2016. The Secretarial Audit Report for the financial year ended March 31 2016 isannexed herewith marked as Annexure C to this Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2016 is annexed as Annexure D to this report for thereference of the stakeholders.
COMMENTS ON AUDITORS REPORT
There are no qualification reservation or adverse remark or disclaimer made by theauditor in his report. There is qualification reservation or adverse remark or disclaimermade by the company secretary in practice in his secretarial audit report.
The Board had appointed Mr. Sushant Saxena as Internal Auditor for the financial yearended on 31st March 2016 to conduct internal audit of the records of thecompany pursuant to section 138 of Companies Act 2013.
The Company was not required to appoint cost auditor for the financial year 2015-2016pursuant to section 148 of Companies Act 2013
NOMINATION & REMUNERATION COMMITTEE
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The policy is working in accordance with the size and composition ofBoard/management of company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company was not required to constitute corporate social responsibility committeepursuant to section 135 of the Companies Act 2013 during the financial year 2015-2016
The Company has not accepted/received any Deposits within the meaning of Section 73 ofthe Companies Act 2013 during the financial year ended 31st March 2016. There was nooutstanding public deposit as at March 31 2016 and there were no unclaimed deposits as atMarch 31 2016.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of the loans guarantees or investments given or made by the Company ascovered under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the financial statements.
POLICIES OF COMPANY
Your company has posted the following documents on its website www.sidhgroup.in
1. Code of Conduct for Board of Directors and senior Management
2. Code of Practice and Procedures for fair Disclosure of Unpublished Price SensitiveInformation.
3. Code of Fair disclosures
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
In compliance with the requirement of the Companies Act 2013 the company has put inplace risk minimization and assessment procedures. In order to effectively and efficientlymanage risk and address challenges. The company has formulated Risk management policy.
The objective of Risk Management at Sidh Automobiles Limited is to create and protectshareholder value by minimizing threats or losses and identifying and maximizingopportunities. An enterprise wide risk management framework is applied so that effectivemanagement of risks is an integral part of every employees job.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars as required under section 134 of the Companies Act 2013 readwith Rule 8(3) read with Companies (Accounts) Rules 2014 relating to conservation ofenergy research & development technology absorption during the year under review.
However there is no foreign exchange earnings and outgo for the during the financialyear 2015-2016 under review.
SWEAT EQUITY SHARES AND EMPLOYEE OPTION SCHEME
The Company has not issued any sweat equity shares and employee option scheme duringthe year under review.
The company has established vigil mechanism for directors and employees to reportgenuine concern against victimization of persons and relevant whistle blower policy wasprepared in the regard. The policy is also made available at the website of company.
PARTICULARS OF EMPLOYEES
In accordance with Section 197(12) of the Companies Act 2013 read with rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereare no employees in receipt of remuneration exceeding the limits prescribed therein. Mr.Shyam lal has been appointed as Company Secretary of the Company w.e.f. October 01 2015in order to comply with Section 203 of Companies Act 2013
i. Mr. Anil Sharma Managing Director of Company is receiving rupee twenty thousand asa monthly salary with no other allowance.
ii. Mr. Shyam Lal Company Secretary is receiving rupees twelve thousand per month withno other benefits
iii. Mr. Shashant Saxena Chief financial officer is receiving rupees five thousand permonth with no other benefits.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
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 this report.
LISTING OF SHARES
The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. TheAnnual Listing Fee for the financial year 2015-16 has been paid to the Stock Exchangewhere the Shares of the Company are listed.
PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The company was not required to form "Internal Complains Committee" under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
During the year under review no complaint of sexual harassment has been filed with"Local Complains Committee.
We place on record our sincere appreciation to the employees of the Company at alllevels for their co-operation and dedicated services. We also thank all our customers andsuppliers who are always co-operative.
We also express our sincere thanks to Bankers Financial Institutions and theShareholders for their continued support.
|By Order of the Board || |
|For Sidh Automobiles Limited || |
|Sd/- ||Sd/- |
|Anil Sharma ||Hari Mohan Gupta |
|Managing Director ||Director |
|DIN: 02928210 ||DIN: 03158551 |
|Date: September 02 2016 || |
|Place: New Delhi || |
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)
Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms lengthbasis- Nil
2. Details of contracts or arrangements or transactions at arms length basis
The details of material contracts or arrangement or transactions at arm's length basisfor the year ended March 31 2016 are as follows
|(1) ||(2) ||(3) ||(4) ||(5) |
|S. No ||Name(s) of the related party and nature of relationship ||Nature of contracts/ arrangements/ transactions ||Duration of the contracts / arrangements/transacti ons ||Amount paid as advances if any: |
|1 ||BECKON MARKETING PRIVATE LIMITED ||Rent Paid to Rs.50000/- ||As per terms and conditions of Agreement and contract ||Nil |
|On behalf of the Board of Director || || |
|For : SIDH AUTOMOBILES LIMITED || || |
| ||Sd/- ||Sd/- |
|Place: New Delhi ||ANIL SHARMA ||HARI MOHAN GUPTA |
|Date: September 02 2016 ||Managing Director ||Director |
| ||DIN: 02928210 ||DIN: 03158551 |
Annexure-IV to Director Report for the year ended 31st March 2016
This report contains forward-looking statements based on certain assumptions andexpectations of future events. The Company therefore cannot guarantee that theseassumptions and expectations are accurate or will be realized. The Company's actualresults performance or achievements can thus differ materially from those projected inany such forward-looking statements. The Company assumes no responsibility to publiclyamend modify or revise any forward looking statements on the basis of any subsequentdevelopments information or events.
The management of the Company cautions the Readers that this management discussion andanalysis report is only future prospects and not confirmation. The statement/futureprospects involve risks and uncertainties. The actual results may be varying from futureprospects. NBFCs have proven their mettle in many other specialized financial servicessuch as factoring lease finance venture capital finance financing road transport andalso in the business of securities-based lending such as Loan against Shares MarginFunding IPO Financing Promoter Funding etc. They have also been providing a major boostto Micro Small and Medium enterprises and other avenues where banks exercise cautiouslending. All the above factors further emphasize the potential and opportunities in storefor NBFCs and the regulations when designed to provide the right environment providesimpetus to the growth of the sector. The Company hence wishes to diversify its lendingactivities in the coming period and shall embark on this path and move forward once theexisting investments which are at an incubating stage begin to bear fruits.
The company is NBFC Company which is doing the business of financing and investmentsuch as NBFC Company. The company has knowledge of business i.e. NBFC which is corebusiness of the company. The company is trying to improve/spread the business of thecompany throughout the India.
The Revenue from operation during the year 2015-16 is Rs. 444000 as compared to Rs.444000 in the previous year. The financial highlights are as under: -
|Particulars ||Financial year ended March 31 2016 |
| ||(in Lakh) |
|Income from Operations ||4.44 |
|Net Profit Before Tax ||1.17 |
|Tax Expenses ||8.559 |
|Current Tax ||0 |
|Deferred Tax ||-0.013 |
|Profit / (Loss) after Tax ||0.823 |
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system commensurate with the size of itsoperations. Adequate records and documents are maintained as required by laws. TheCompany's audit Committee reviewed the internal control system. All efforts are being madeto make the internal control systems more effective. The CEO and CFO certificationprovided in the CEO and CFO certification section of the annual report discusses theadequacy of our internal control systems and procedures. Internal Control measures andsystems are established to ensure the correctness of the transactions and safe guarding ofthe assets. The Management ensures adherence to all internal control policies andprocedures as well as compliance with regulatory guidelines. The audit committee of theBoard of Directors reviews the adequacy of internal controls. This improved the managementof the affairs of the Company and strengthened transparency and accountability.
The company is not engaged in more than one Business segment and hence segmentreporting is not applicable.
Dedicated focused approach of the company helped in such a way that is giving therevenue growth over the year again and again and which is continuing in FY 2015-16 also.The company is having a deep impact on outsiders about the future aspects or growth.Company decides to continue to focus on core business and delivering superior financialperformance and also will try to keep the relation with outsider as wider as possible. Wewill continue to focus on delivering superior financial performance innovation andindustry leadership in our chosen verticals. We expect our relationship with our clientsto become more strategic for each other.
MATERIAL DEVELOPMENTS IN HUMAN RESIURCES/INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF PEOPLE EMPLOYED
The industrial relation is very cordial and peaceful. The implementation of CorporateGovernance in the Company showing various measures to provides more scope for developmentof human resource thereby allowing the employee better opportunities to achieve higherperformance and efficiency in their respective assignments and employment.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The management of the company has discussed the financial of the company during theyear which is lower down in the current year. The matter is serious concern formanagement and it is decide to overcome from the situation and of loss and make thecompany a wealthy and profit making entity.
RISKS AND CONCERNS
In any business risks and prospects are inseparable. As a responsible management theCompanys principal endeavor is to maximize returns. The Company continues to takeall steps necessary to minimize its expenses through detailed studies and interaction withexperts.
Statement in this Managements Discussion and Analysis detailing theCompanys objectives projections estimates estimates expectations or predictionsare "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make a difference to the Companys operationsinclude global and
Indian demand-supply conditions finished goods prices feedstock availability andprices cyclical demand and pricing in the Companys principal markets changes inGovernment regulations tax regimes economic developments within India and the countrieswithin which the Company conducts business and other factors such as litigation and labournegotiations.
As like the other business Enterprises Company is also having strategy for samestrategy for expansion of business by providing investment financing etc. to thecorporate.
STRENGTHS & OPPORTUNITIES
Over the last few years the sector has seen rise in the number of large players whichare backed by corporate houses / private equity investors who wish to participate in thecredit growth of the country but faced stringent regulations and high entry barriers inIndian banking sector. Many of the large corporate houses and banks have also diversifiedinto lending and lending related businesses focusing into niche segments. However with arise in number of players the competition in sector has intensified and impact of stiffcompetition in the long needs to be observed. NBFCs faces high competition from publicsector private sector and foreign banks competing in similar markets.
LEADERSHIP AND CORPORATE GOVERNANCE
Sidh Automobiles has a competent and Professional Board of Directors. The companybelieves in good corporate governance and follows all the rules regulations lawprescribed by the applicable law for the time being such as Corporate Law ListingAgreement with Stock Exchange etc.
RISKS AND CONCERNS
The NBFC industry in general faces the risk of re-entry and new entry of players andexistence of several unorganized regional players increasing the competition which mainlyaffects the asset quality. This is further characterized by captive NBFCs floated by otherbusiness houses. The ever existing systemic and delinquency risks and fluctuations ininterest rates and risk weight make the companies more vulnerable. Deployment of funds insensitive and volatile sectors increases the risk exposure while concentration riskincreases dependency.
| || ||Sd/- ||Sd/- |
|Place: ||New Delhi ||ANIL SHARMA ||HARI MOHAN GUPTA |
|Date: ||September 02 2016 ||Managing Director ||Director |
| || ||DIN: 02928210 ||DIN: 03158551 |