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Sidh Automobiles Ltd.

BSE: 539983 Sector: Financials
NSE: N.A. ISIN Code: INE403L01015
BSE 05:30 | 01 Jan Sidh Automobiles Ltd
NSE 05:30 | 01 Jan Sidh Automobiles Ltd

Sidh Automobiles Ltd. (SIDHAUTOMOBILES) - Director Report

Company director report

TO THE MEMBERS

To

The Members

SIDH AUTOMOBILES LIMITED

Your Directors are pleased to present the 36th Annual Report on the businessand operations of the Company along with the Audited Annual Financial Statements for thefinancial year ended on 31st March 2021.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

Particulars 2020-21 2019-20
Sales Turnover 0.00 0.00
Other Income 0.00 0.00
Total Income 0.00 0.00
Total Expenditure 765010.00 587542.00
Profit before Depreciation (765010.00) (587542.00)
Less: Deprecation 0.00 0.00
Profit after depreciation Interest and other Expenses (765010.00) (587542.00)
Less: Taxes(Including Deferred Tax) 148 88
Net Profit after Tax before dividend (765158.00) (587630.00)
Dividend(Including Interim if any and final) 0.00 0.00
Net profit after dividend and Tax (765158.00) (587630.00)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

During the year under review there were no operations in the Company owing to whichthe Company did not earn any revenue. The Board of Directors are exploring possibilitiesto scale up the operations of the Company.

PERFORMANCE REVIEW:

The Company has incurred loss during the financial year ended 31st March2021. Your Directors are making all efforts to improve the performance of the Company infuture

STATE OF AFFAIRS / HIGHLIGHTS

The Company is an NBFC Company and engaged in NBFC activities. During the year theCompany the Company has not reported any income from operations. The Board of Directorsand the Management of the Company are working on various strategies to scale up theoperations of the Company. During the year under review there was no change in nature ofbusiness of the Company.

COVID-19

The economic impact of the COVID-19 pandemic in India has been largely disruptive.India's growth in the fourth quarter of the fiscal year 2020 went down to 3.1% accordingto the Ministry of Statistics. The Chief Economic Adviser to the Government of India saidthat this drop is mainly due to the coronavirus pandemic effect on the Indian economy.Notably India had also been witnessing a pre-pandemic slowdown and according to the WorldBank the current pandemic has "magnified pre-existing risks to India's economicoutlook". Due to Covid 19 situation the Company was in financial crisis.

DIVIDEND

In view of the losses incurred by the Company during the year under review theDirectors of the Company do not recommend any dividend for the financial year ended March31 2021.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 300000000/- (Rupees Thirty Croreonly) divided into 30000000 (Three Crore) Equity Shares of face value of Rs. 10/- each.

The Issued Subscribed and Paid-up Capital of the Company is Rs. 29623000/- (RupeesTwo Crore Ninety Six Lakh Twenty Three Thousand only) divided into 2962300 (Twenty NineLakh Sixty Two Thousand Three Hundred) Equity Shares of face value of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial yearunder review.

PUBLIC DEPOSITS

During the year under review the Company has not invited or accepted any depositswithin the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as the Companyhas not declared any dividend during the preceding years.

CHANGES IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business during the financial year 2020-21.

TRANSFER TO GENERAL RESERVE

Since the Company has incurred losses during the financial Year under review no amountwas transferred to the General Reserves. However the losses incurred by the company wereadjusted against the balance lying under the Revenue and Surplus account.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS EMPLOYEE STOCKOPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights oremployee stock options or sweat equity shares.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary Joint venture or Associate Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31 2021 as prescribed in Section134(3)(a) and section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is attached in Form MGT-9 as gAnnexure

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) THE COMPOSITION OF BOARD OF DIRECTORS AS ON MARCH 31 2021 IS AS FOLLOWS:

S. No. DIN Number Name of Directors Appointment of Directors Designation
1 02928210 ANIL SHARMA 27/05/2010 Managing Director
2 00671894 HARVINDER SINGH 18/05/1994 Director
3 02936689 DEEPAK KUMAR 12/02/2015 Independent Director
4 03158551 HARI MOHAN GUPTA 15/01/2011 Independent Director

All the Directors are having vast knowledge and experience in their relevant fields andthe Company had benefitted immensely by their presence in the Board.

(B) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review there was no change in Board of Directors and KeyManagerial Personnel of the Company.

However Mr. Anil Sharma Managing Director of the Company re-appointed for fresh termfor the period of one year from February 12 2020 to February 11 2021 as ManagingDirector of the Company.

However Ms. Naina Gupta appointed as Company Secretary & Key Managerial Personnelof the Company with the effect from July 01 2021.

Further Ms. Sapna Jain has been appointed as an Additional Director in the capacity ofan Independent Woman Director by the Board of Directors of the Company in its meetingheld on September 01 2021.

(C) RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act 2013 Mr. Anil Sharma(DIN: 02928210) is liable to retire by rotation at the forthcoming Annual General Meetingof the Company and on being eligible offers himself for re-appointment as Director of theCompany.

A brief resume of the Director the nature of expertise in specific functional areasand names of Companies in which they hold Directorship and/or Membership/Chairmanship ofCommittees of the Board as stipulated under Regulation 36 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of the Explanatory Statementannexed with the Notice calling the Annual General Meeting of the Company.

(E) DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted their declaration ofindependence as required under Section 149(7) of the Companies Act 2013 confirming thatthey meet the criteria of independence under Section 149(6) of the Companies Act 2013 andRegulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Board is of the opinion that the Independent Directors fulfill the conditionsspecified in these Regulations and are independent of the management. There has been nochange in the circumstances affecting their status as Independent Directors of theCompany. Further the Independent Directors of the Company possess requisitequalifications experience and expertise in the field of finance and financial servicesand they hold the highest standards of integrity.

(F) BOARD MEETINGS

The Board of Directors of the Company met Seven times during the financial year underreview. The necessary quorum was present for all the Board Meetings. The maximum time gapbetween any of two consecutive meetings did not exceed one hundred and twenty days.

The notice and detailed agenda and other material information are sent in advance toenable the Board to discharge its responsibilities effectively and take informeddecisions.

DATE OF MEETING. BOARD STRENGTH NO. OF DIRECTORS PRESENT
April 15 2020 4 4
June 30 2020 4 4
July 27 2020 4 4
August 25 2020 4 4
November 09 2020 4 4
February 11 2021 4 4
March 30 2021 4 4

ATTENDANCE OF DIRECTORS IN THE BOARD MEETING

Name of Director No. of Meeting Attended
ANIL SHARMA 7
HARVINDER SINGH 7
DEEPAK KUMAR 7
HARI MOHAN GUPTA 7

(G) BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance andaccountability the Board has constituted various committees. The Board Committees meet atregular intervals and took necessary steps to perform the duties entrusted by the Board.The terms of reference of these Committees are determined by the Board and their relevancereviewed from time to time. The Minutes of the Committee Meetings are sent to allDirectors and tabled at the Board Meetings.

Currently the Board has following committees:

Audit Committee;

Nomination & Remuneration Committee;

Stakeholder Relationship Committee;

I. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 ofthe Companies Act 2013 and the provisions of Regulation 18 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulation"). The Committee comprises of members who possess financialand accounting expertise/exposure.

(i) COMPOSITION

The Committee s composition is in compliance with provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations.

The composition of the Audit Committee as on March 31 2021 is as under:

Name of the Director Position & Category
Mr. Hari Mohan Gupta Chairman Non-Executive Independent Directors
Mr. Deepak Kumar Member Non-Executive Independent Directors
Mr. Harvinder Singh Member Non-Executive Director

There has been no been no change in the constitution of the Audit Committee during theyear under review.

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met five times during the Financial Year 2020-21 on June 30 2020July 27 2020 August 25 2020 November 09 2020 and February 11 2021. The necessaryquorum was present for all Meetings. The details of attendance of the members of theCommittee at the said meetings are as below:

Name of the Director Number of Meetings Held during the year Number of Meetings Attended
Mr. Hari Mohan Gupta 5 5
Mr. Deepak Kumar 5 5
Mr. Harvinder Singh 5 5

It can be seen from the above details that the frequency of the Committee Meetings wasmore than the minimum limit prescribed under applicable regulatory requirements and thegap between two Committee Meetings was not more than one hundred and twenty days.

II. NOMINATION & REMUNERATION COMMITTEE (N&R COMMITTEE)

The Nomination and Remuneration Committee is constituted in accordance with theprovisions of Section 178 of the Companies Act 2013 and the provisions of Regulation 19of the Listing Regulation.

(i) COMPOSITION

The Committee s composition is in compliance with provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations.

The composition of the Nomination & Remuneration Committee as on March 31 2021 isas under:

Name of the Director Position & Category
Mr. Hari Mohan Gupta Chairman Non-Executive Independent Directors
Mr. Deepak Kumar Member Non-Executive Independent Directors
Mr. Harvinder Singh Member Non-Executive Director

There has been no been no change in the constitution of the Nomination &Remuneration Committee during the year under review.

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Nomination & Remuneration Committee met one time during the Financial Year2020-21 on February 11 2021. The necessary quorum was present for all Meetings. Thedetails of attendance of the members of the Committee at the said meetings are as below:

Name of the Director Number of Meetings Held during the year Number of Meetings Attended
Mr. Hari Mohan Gupta 1 1
Mr. Deepak Kumar 1 1
Mr. Harvinder Singh 1 1

III. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisionsof Section 178 of the Companies Act 2013 and the provisions of Regulation 20 of theListing Regulation.

(i) COMPOSITION

The Committee s composition is in compliance with provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations.

The composition of the Stakeholder Relationship Committee as on March 31 2021 is asunder:

Name of the Director Position & Category
Mr. Hari Mohan Gupta Chairman Non-Executive Independent Directors
Mr. Deepak Kumar Member Non-Executive Independent Directors
Mr. Harvinder Singh Member Non-Executive Director

There has been no been no change in the constitution of the Stakeholder RelationshipCommittee during the year under review.

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met four times during the Financial Year 2020-21on April 07 2020 July 04 2020 October 05 2020 and January 04 2021. The necessaryquorum was present for all Meetings. The details of attendance of the members of theCommittee at the said meetings are as below:

Name of the Director Number of Meetings Held during the year Number of Meetings Attended
Mr. Hari Mohan Gupta 4 4
Mr. Deepak Kumar 4 4
Mr. Harvinder Singh 4 4

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act 2013 details regardingLoans Guarantees and Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions anddealing with related party transactions. All contracts/arrangements/transactions enteredby the Company during the financial year under review with related parties were in theordinary course of business and on arm's length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financialyear till the date of this report affecting the financial position of the Company.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013

Conservation of Energy: Since the Company is not engaged in any manufacturingactivity issues relating to conservation of energy and technology absorption are notquite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence theparticulars with respect to efforts made towards technology absorption and benefitsderived etc. are not applicable to the Company.

Export Activities: There was no export activity in the Company during the yearunder review. The Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings andoutgo during the year under review.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website: 1. Code of Conduct andEthics

2. Vigil s Mechanism Policy 3. Risk Management Policy

4. Policy on criteria for determining Materiality of events or information. 5.Preservation of Documents & Archival Policy. 6. Familiarization programme forIndependent Director. 7. Policy on Board Diversity 8. Related Party Transaction Policy.

9. Code of practices & procedures for fair disclosure of price sensitiveinformation

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of ListingRegulations your Company has established a mechanism called Vigil Mechanism (WhistleBlower Policy) for Directors employees and Stakeholders of the

Company to report to the appropriate authorities about unethical behavior actual orsuspected fraud or violation of the Company s code of conduct or ethics policy andprovides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of theCompany and make protective disclosures about the unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct in exceptional circumstances.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify measure and mitigatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objective and enhance the Company s competitive advantage.This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board on recommendation of the Nomination and Remuneration Committee has framed apolicy on Directors appointment and remuneration. The policy inter alia provides (a) thecriteria for determining qualifications positive attributes and independence of directorsand (b) policy on remuneration of directors key managerial personnel and other employees.The policy is directed towards a compensation philosophy and structure that will rewardand retain talent and provides for a balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the Company andits goals.

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.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale size and theoperation of the organization. It evaluates the adequacy of all internal controls andprocesses and ensures strict adherence to clearly laid down processes and procedures aswell as to the prescribed regulatory and legal framework.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013 M/s BiswaChandra Saini & Co. Chartered Accountants (FRN 022674N) is proposed to bere-appointed as Statutory Auditor of the Company at 36th Annual General Meetingto be held on September 30 2021 to hold office for the term of five years beginning fromthe conclusion of 36th Annual General Meeting until the conclusion of the 41stAnnual General Meeting of the Company on such terms and remuneration as may be mutuallyagreed upon between the said Auditor and Board of Directors of the Company.

ANNUAL EVALUATION

In terms of the provisions of the Act read with Rules issued thereunder and ListingRegulations the Board of Directors in consultation with Nomination and RemunerationCommittee has formulated a framework containing inter alia the criteria for performanceevaluation of the entire Board of the Company its committees and individual directorsfor the Financial Year 2020-21. The Board Evaluation process was carried out to ensurethat the Board and various Committees of the Board have appropriate composition and theyhave been functioning collectively to achieve the business goals of the Company. Directorswere evaluated on their contribution at Board/ Committee meetings and guidance &support to the management outside Board/Committee meetings and other parameters asspecified by the Nomination and Remuneration Committee of the Company. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees.

The process of evaluation is explained in the Corporate Governance Report.

AUDITORS REPORT

Report of the Statutory Auditors on Annual Financial Statements along with schedulesand notes to accounts thereto for the year ended on 31st March 2021 isself-explanatory and contains no adverse remark and do not call for any comments.

EXPLANATION TO AUDITOR S REMARKS

The comments on the Auditor s Report are self-explanatory thus no explanation isrequired to be given.

INTERNAL FINANCIAL CONTROL

The Company has intended to increase transparency and accountability in an organizations process of designing and implementing a system of Internal Control. The frameworkrequires a Company to identify and analyze risks and manage appropriate responses. TheCompany has successfully laid down the framework and ensured its effectiveness. TheCompany s Internal Controls are commensurate with its size and the nature of itsoperations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use executing transactionswith proper authorization and ensuring compliance of Corporate Policies. The Company has awell-defined delegation of power with authority limits for approving revenue as well asexpenditure. Processes for formulating and reviewing annual and long term business planshave been laid down.

CORPORATE GOVERNANCE

In terms of the provisions of Clause (a) of Sub-Regulation (2) of Regulation 15 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended ("SEBI LODR Regulations") compliance with thecorporate governance provisions as specified in regulations 17 17A 18 19 20 21 2223 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V shall not apply in respect of the listed entity havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous financial year.

Since the Paid up Equity Share Capital of the Company was below Rs. 10 Crore as atMarch 31 2021 (being the last day of the previous financial year) and the Net worth ofthe Company was below Rs. 25 Crores as at March 31 2021 (being the last day of theprevious financial year) the provisions of Corporate Governance as stipulated under SEBILODR Regulations are not applicable to the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Ms. Teena Rani Company Secretary in Practice was appointed to conduct thesecretarial audit for the financial year 2020-21. The Secretarial Audit Report in MR-3submitted by the Secretarial Auditor for the FY 2020-21 is annexed to Directors Report.

BOARD S RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

The Secretarial Auditors have submitted their report in form No. MR-3 and qualifiedtheir opinion/observations in respect of the Secretarial Audit conducted for the financialyear 2020-21 and the Board s responses are given w.r.t. qualification/ observation asfollows:

1. The Company has not paid Annual Listing of BSE Limited for year ended 31st March2018 31st March 2019 31st March 2020 and 31st March 2021 which is Non-Compliance ofRegulation 14 of SEBI Listing Regulations.

Management s Response: Due to financial crisis the Company was unable to proceed withlisting fees of the Company.

2. The trading in shares of the Company was suspended w.e.f. January 18 2019 onaccount of non-compliance with Regulation 34 of SEBI Listing Regulations for twoconsecutive years i.e. March 2017 & March 2018.

Management s Response: Due to financial crisis the Company was unable to proceed withthe listing fees of the Company. Further due to lack of professional guidance the Companywas unable to ensure compliance with the legislations as are applicable to a BSE Listedcompany. The Management is in process of seeking revocation of suspension in trading inthe securities of the Company and shall take steps to ensure proper compliance of theapplicable legislations in future.

3. Pursuant to SEBI Circular LIST/COMP/OPS/ 16 /2019-2020 Demat accounts of thePromoter and Promoter Group of the Company are frozen for all debits since December 272018 and the promoters are holding shares in physical mode.

Management s Response: The shares of the Promoters of the Company were frozen owing tosuspension in the trading of the Company by BSE Limited. The management shall takeappropriate steps for removing the said disqualification post the revocation of suspensionin trading in the securities of the Company.

4. During the year under review it has been observed that there was no CompanySecretary in the Company. However Ms. Naina Gupta has been appointed as Company Secretaryand Compliance Officer of the Company w.e.f. 01/07/2021 as per provisions of Section 203of Companies Act 2013 and Regulation 6 of SEBI Listing Regulations;

Management s Response: The Company had tried to found suitable person for the post ofCompany Secretary but owing to the Covid-19 pandemic and the lockdown imposed by theGovernment of India the Company wasn t able to find a suitable candidate for the saidposition. However the Company has appointed Ms. Naina Gupta a qualified CompanySecretary as the Company Secretary and Compliance Officer of the Company.

5. During the year under review it has been observed that the Company has not compliedwith the SEBI Listing Regulations except the following:

? Taken Note of the non-applicability of the Certificate of Corporate Governance. ?Consideration and approval of Financial Results of the Company. ? Adoption of AnnualReport of the Company.

However it has been observed that the aforesaid compliances have not been submittedwith the Stock Exchange i.e. BSE Limited during the year under review.

Management s Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company listed on a Stock Exchange in India.

6. During the year under review it has been noted that the Company has not maintainedany functional website as required under Regulation 46 of SEBI Listing Regulations and didnot post the required notice(s) outcome results Annual Reports policies etc as perSEBI Listing Regulations;

Management s Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company listed on a Stock Exchange in India.

7. Pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial acquisition of Shares& Takeovers) Regulations 2011 promoters together with the person acting in concertwith them have not given any disclosure to the Company for the financial year ended31.03.2021;

Management s Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company listed on a Stock Exchange in India.

8. The Company has not complied with the compliances as applicable to NBFC Companies interms of the regulations applicable to Non-Deposit accepting NBFC Companies. Also theCompany has not availed/applied for membership of Credit Rating Agency as prescribed byRBI and has not applied for FIU registration or any other registration as prescribed bythe RBI.

Management Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company as NBFC Company.

9. The Company has not cleared outstanding dues of Registrar and Share TransferAgent/NSDL/CDSL and BSE Limited and others.

Management s Response: Due to financial crisis the Company was unable to proceed withlisting fees of the Company.

10. The Company has not complied with the requirements w.r.t. appointment of WomanDirector as prescribed under second proviso to clause (b) of sub-section (1) of Section149 of the Companies Act 2013 read with Regulation 17(1)(a) of SEBI Listing Regulations.

Management s Response: The Company has tried to find a suitable person for the positionof an Independent Woman Director but the Company was unable to find the did not find theperson during the FY.

11. The Company has filed applicable forms and returns with the Registrar of CompaniesDelhi & Haryana / Ministry of Corporate Affairs within the prescribed time or withadditional fee in cases of delayed filings. Few forms / returns (if any) which were duefor filing during the financial year the management has assured compliance with the same.And it has also been observed that the Company has availed the CFSS facility given by theRegistrar of Companies and filed few forms under that facility. Company has not filed thefollowing E-forms as per Companies Act 2013 applicable during the financial year 2020-21.

S. No. Particulars E-Form Status of filing
1 Appointment of Internal Auditor for financial year 2020-21 MGT 14 Not filed till the date of this report
2 Active Compliant Status INC 22A Not filed till the date of this report
3 Return of Deposit DPT-3 Not filed till the date of this report
4 Outstanding payments to Micro or Small Enterprise. MSME-1 Not filed till the date of this report
5 Approval of Audited Results for the FY 2019-20 and Approval of Board Report for the FY 2019-20. (Which were require to be filed during the FY 2020- 21) MGT-14 Not filed till the date of this report
6 Re-appointment of Managing Director MGT-14 Not filed till the date of this report
7 Re-appointment of Managing Director MR-1 Not filed till the date of this report

Management Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company for Registrar of Company.

12. The Company has not obtained E-voting facility at the Annual General Meeting of theCompany which was conduct in the FY 2020-21 and have not complied w.r.t. provisions of theE-voting as per Companies Act 2013.

Management Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company for Registrar of Company.

13. In terms of provisions of Section 117 a copy of every resolution in respect ofmatters specified in resolutions passed in pursuance of sub-section (3) of section 179 shall be filed with the Registrar within thirty days of the passing or making thereof.However it has been observed that the Company has not filed the same.

Management Response: Due to lack of professional guidance the Company was unable toproceed with compliances as applicable to a Company for Registrar of Company.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to themeetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to theGeneral meetings issued by the Institute of Company Secretarial of India and approved bythe Central Government.

PARTICULARS OF EMPLOYEES

(A). The ratio of the remuneration of each director to the median employee sremuneration and other details in terms of subsection 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "Annexure- B" to this Report.

(B). The statement containing particulars of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt ofremuneration of one crore and two lakh rupees or more or employed for part of the year inreceipt of eight lakh and fifty thousand rupees per month or more to be reported underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

(D) There are no employees employed throughout the financial year or part thereof wasin receipt of remuneration in that year which in the aggregate is in excess of thatdrawn by the managing director and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has zero tolerance for sexual harassment at workplace and has set upCommittee for safety of women employees at workplace. During the year Company has notreceived any complaint of harassment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of ListingRegulations the details pertaining to Internal Financial Control systems and theiradequacy have been disclosed in the Management Discussion and Analysis Report forming partof this Annual Report.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act 2013 does not apply to theCompany since the turnover of the Company is less than the limit prescribed.

LISTING

The equity shares of the Company are listed with BSE Limited with Scrip Code No.539983.

SUSPENSION OF TRADING IN SHARES OF THE COMPANY

The Equity Shares of your Company are presently listed on BSE Limited (BSE). TheCompany is suspended from trading in the shares of the Company on BSE due to non-compliance with the provision of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. Your directors are taking necessary steps for complying with theprocedural and all extant norms prescribed by BSE for revocation of suspension.

THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribedu/s. 135 of the Companies Act 2013 along with Rules made thereunder are not applicable toour Company and therefore neither the CSR Committee nor the CSR Policy are required to beframed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2020-21 and the Notice of the 36thAGM are sent to all members whose email addresses are registered with the Company /depository participants. For members who have not registered their email addressesphysical copies are sent in the permitted mode.

BUSINESS RESPONSIBILITY REPORT

SEBI has mandated the top 100 listed entities based on market capitalization toinclude Business Responsibility Report (BRR) as part of the Annual Report describing theinitiatives taken by the companies from Environmental Social and Governance perspective.Accordingly this circular is not applicable to our company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors of the Company confirm the following:

that in the preparation of the annual financial statements for the year ended March 312021 applicable accounting standards have been followed and no material departures havebeen made;

that appropriate accounting policies have been selected and applied consistently andmade judgments and estimates that are reasonable and prudent have been made so as to givea true and fair view of the state of affairs as at March 31 2021 and of the profit andloss of the Company for the financial year ended March 31 2021;

that proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities have beenmade; and

that the annual financial statements have been prepared on going concern basis;

that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

that the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effective.

FRAUD REPORTING (REQUIRED UNDER THE COMPANIES (AMENDMENT) ACT 2015)

The Auditors of the Company have not observed any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for significant contributionmade by the employees through their dedication hard work and commitment and the trustreposed on them and also acknowledge with gratitude the excellent cooperation extended byBankers and Vendors and look forward to their support in all future endeavor.

By the order of the Board
For SIDH AUTOMOBILES LIMITED
Date: 03.09.2021
Place: New Delhi
ANIL SHARMA DEEPAK KUMAR
Managing Director Director
DIN: 02928210 02936689

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