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Sirohia & Sons Ltd.

BSE: 538667 Sector: Others
NSE: N.A. ISIN Code: INE785O01019
BSE 00:00 | 09 Feb Sirohia & Sons Ltd
NSE 05:30 | 01 Jan Sirohia & Sons Ltd
OPEN 10.50
PREVIOUS CLOSE 10.50
VOLUME 20000
52-Week high 10.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 10.50
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.50
CLOSE 10.50
VOLUME 20000
52-Week high 10.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 10.50
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00

Sirohia & Sons Ltd. (SIROHIASONS) - Director Report

Company director report

Dear Shareholders

The Directors of Sirohia & Sons Limited are pleased to present to you the 30thAnnual Report along with the audited accounts for the financial year ended March 312020.

Financial Performance

The summarized results of your Company are given in the table below:

Financial Year ended
Particulars Standalone
31/03/2020 31/03/2019
Total Income 116109.00 34325421.78
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (1913973.79) 31318043.62
Finance Charges 493035.00 4008.00
Depreciation 196850.00 240983.00
Prior Period Items - -
Profit after prior period items (2603858.79) 31073052.62
Tax Expense 1048.00 8339142.00
Net Profit/(Loss) (2604906.79) 22733910.62

Summary of Operations

During the year your Company did not carry out its regular business activity. Aninvestment carried out by your company over the last few years has seen some troubledue to which the Board decided not to carry out any business activities during the year.The company is doing everything to make sure that the said investment is safe. Apart fromthis the company is actively searching for better avenues and opportunities which willhelp the company in the long run.

Transfer to reserves

The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity sharefor FY 2019-20.

Share Capital

The paid up Equity Share Capital as on 31st March 2020 was Rs 10.26 crores. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweats equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

Deposits

During the year the Company has not accepted any deposits under the Companies Act2013. ("Act")

Change in nature of business if any

There is no change in the nature of business of the Company during the year underreview

Meetings

Five Board Meetings were held during the year under review.

Details of the Board Meetings held during the year are as under:

Date of Board Meeting Board Strength Number of Directors Present
29th May 2019 5 5
25thJuly 2019 8 8
1stOctober 2019 5 5
6th November 2019 8 8
14thFebruary 2020 8 8

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Retirement:

Mr. Rajesh Sirohia & Ms. Dipika Sirohia retire by rotation and are eligible forre-appointment.

During the year under review the non-executive directors had no pecuniaryrelationships or transaction with the company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the followingpersons are the Key Managerial Personnel ("KMP") of the Company

Mr Rajat Sirohia Whole-time Director
Mr Rakesh Sirohia Managing Director
Mr Jitendra Sirohia Chief Financial Officer

Remuneration and other details of the KMP for the year ended 31 March 2020 arementioned in the extract of the Annual Return which forms part of this report.

Declaration by Independent Directors

In compliance with section 149(7) of the Act all Independent Directors had givendeclaration that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for the FY 2019-20.

Internal Controls Systems And Adequacy

Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board's Report.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:-

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) 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 and loss of the company for that period;

c) 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;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down proper Internal Financial Controls ("IFC")and such internal financial controls are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Directors' appointment & remuneration policy

The Company has the policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act The Board of Directors of the Company has inaccordance with the requirements of Section 178 of the Companies Act 2013 constituted aNomination and Remuneration Committee. The role of committee is to formulate the criteriafor determining qualifications positive attributes and independence of a director andrecommends to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees

Board Evaluation

In Line with the requirements of Regulation 25(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 6th November 2019 wherein the performance of the non-independent directors including chairman was evaluated.

The Board based on the recommendation of the Nomination and Remuneration Committee ("NRC")evaluated the effectiveness of its functioning and that of the Committees and theindividual directors by seeking their inputs on various aspects of Board/ CommitteeGovernance.

The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in the long term strategic planning andfulfillment of Director's obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.

Internal Financial Control

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of Audit Committee. The Statutory Auditorhas also commented on the internal control on financial reporting in their report.

Audit Committee

The Audit Committee comprises of 3 (Three). All recommendations made by the AuditCommittee were accepted by the Board during FY 2019-20.

Corporate Social Responsibility

Provisions of Section 135 of the Companies Act 2013 read with applicable Rules notapplicable during the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.(Annexure - A)

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT -9 (Annexure -B) as per provisions of the Companies Act 2013 and rules framed there under are annexedto this Report.

Particulars of loans guarantees or investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements

Related Party Transactions

All related party transactions entered into during FY 2019-20 were on arm's lengthbasis and also in the ordinary course of business. No related party transactions were madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons during FY 2019-20 except those reported.

All Related Party Transactions were placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee was obtained on a yearly / quarterly basisfor the transactions which were foreseen and repetitive in nature. The transactionsentered into pursuant to the omnibus approval so granted were audited and a statementgiving details of all related party transactions was placed before the Audit Committee forits approval on a quarterly basis. The statement was supported by a Certificate dulysigned by the Managing Director and the Chief Financial Officer.

In view of the above the disclosures required under the Act in Form AOC-2 is notapplicable for the year 2019-20.None of the Directors or KMP has any pecuniaryrelationships or transactions vis--vis the Company during FY 2019-20.

Significant material orders passed by Regulators / Courts etc.

There were no significant and material orders passed by the Regulators / Courts /Tribunals impacting the going concern status and company's operations in future.

There were also no material changes and commitments occurred after the closure of theyear till the date of this report which affect the financial position of the company.

Details of conservation of energy technology absorption foreign exchange earnings andoutgo

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear as separate itemsin the notes to the Accounts. Since the Company does not own any manufacturing facilitythe other particulars relating to conservation of energy and technology absorptionstipulated in the Companies (Accounts) Rules 2014 are not applicable.

(i) the steps taken or impact on conservation of energy Not Applicable
(ii) the steps taken by the Company for utilizing alternate sources of energy Not Applicable
(iii) the capital Investment on energy conservation equipments Not Applicable

(b) Technology absorption

(i) the efforts made towards technology absorption Not Applicable
(ii) the benefits derived like product improvement cost reduction product development or import substitution Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable
(a) the details of technology imported Not Applicable
(b) the year of import; Not Applicable
(c) whether the technology been fully absorbed Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
(iv) the expenditure Incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

During the year no foreign exchange transaction has been made.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Report (Annexure - C). In terms ofthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said Rules are provided in the Report.

However having regard to the provisions of the first proviso to Section 136(1) of theCompanies Act 2013 the details are excluded in the report sent to members. The requiredinformation is available for inspection at the registered office and the same shall befurnished on request.

Statutory Auditors their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the rules framed there underin the last AGM held on27thSeptember 2019 M/s. RSVA& Co CharteredAccountants have been appointed Statutory Auditors of the Company till the conclusion ofAnnual General Meeting to be held in 2021 Ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.

Further the report of the Statutory Auditors along with notes to Schedules is enclosedto this report. The observations made in the Auditors' Report are self-explanatory andtherefore do not call for any further comments. There are no qualifications reservationsor adverse remarks or disclaimers made by M/s. RSVA& Co. Statutory Auditors in theiraudit report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Agarwal A & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year ended 31 March 2020.The Secretarial AuditReport is annexed (Annexure- D) herewith as to this report.

Prevention of Sexual Harassment at Workplace

The Company has in place a Policy in line with the requirements of The SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.

Following is a summary of sexual harassment complaints received and disposed of duringthe year 2019-20:- – No. of complaints received – NIL – No. of complaintsdisposed of – NIL

Acknowledgement

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company. Your Directors also thank theclients vendors bankers shareholders and advisers of the Company for their continuedsupport. Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

For and on behalf of the Board For and on behalf of the Board
Sirohia & Sons Limited Sirohia & Sons Limited
Sd/- Sd/-
(Managing Director) (Whole Time Director)
Rakesh Sirohia Rajat Sirohia
Date : 29/06/2020
Place : Kolkata

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