To
The Shareowners,
Sai Industries Limited
Your Directors have pleasure in presenting the 33 Annual Report on the businesses and
operations of the Company and Audited financial Statements for the financial year ended 31st
March, 2024.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended on March 31, 2024 is
summarized below:
(Figures in Rupees)
| Particulars |
Current Year 2023-2024 |
Previous Year 2022-2023 |
| Revenue from Operations |
- |
- |
| Total Expenses |
11,87000 |
5,257 |
| Profit before Tax |
(11,870) |
(5,257) |
| Current Tax |
- |
- |
| Deferred Tax |
- |
- |
| Previous Tax |
- |
- |
| Profit after tax |
(11,870) |
(5,257) |
| Earning per Share |
(0.40) |
(0.18) |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The Profit after tax is (11,870) as compared to Profit of (5,257) during the previous
financial year.
3. DIVIDEND
The Directors of the Company has not recommended any dividend for the current financial
year.
4. TRANSFER TO RESERVES
Your Company has not transferred any amount to Reserves & Surplus during the year.
5. CAPITAL STRUCTURE OF THE COMPANY
During the financial year under review, the Authorized Share Capital of the Company was
Rs. 5,00,00,000/- (Rupees Five Crores only), and the Issued, Subscribed and Paid-up Share
Capital of the Company stood at 3,00,00,000/- (Rupees Three Crores only) divided into
30,00,000 shares of Rs 10 each. There was no change in the capital structure of the
Company during the year.
6. DETAILS OF SUBSIDIARIES
The company is not having any subsidiary company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL There is a composition of
directorship and KMP.
8. RE-APPOINTMENT OF DIRECTOR:
In accordance with the relevant provisions of the Companies Act, 2013, Mr. Ajay,
Director of the Company will retire by rotation in the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board recommends his appointment
for the consideration of members of the Company in the ensuing Annual General Meeting.
9. COMMITTEE OF BOARD:
The Company had constituted such committees as required under the Companies Act, 2013
along with the related rules made thereunder read with Listing Obligations &
Disclosure Requirements Regulations, 2015. Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee;
(C) Stakeholders Relationship Committee
(A) AUDIT COMMITTEE:
Audit Committee meetings were held during the financial year, under review.
| Name of the Director |
Designation |
| 1. Mr. Anil Kumar Jain |
Chairperson |
| 2. Mr. Ajay |
Member |
| 3. Mr. Yogender |
Member |
The present constitution of the Audit Committee meets the requirements of the
regulation 18 of the Listing Obligations & Disclosure Requirements Regulations, 2015
and Section 177 of the Companies Act, 2013.
(B) NOMINATION AND REMUNERATION COMMITTEE:
The constitution is as follows:
| Name of the Director |
Designation |
| 1. Mr. Anil Kumar Jain |
Chairperson |
| 2. Mr. Ajay |
Member |
| 3. Mr. Yogender |
Member |
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the related
rules made thereunder read with Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred to as
"SEBI Regulations"), the Board of Directors of the Company has constituted the
Nomination and Remuneration Committee to perform such role as prescribed under the
Companies Act, 2013 and SEBI Regulations. The Nomination and Remuneration Policy are
available on our website:
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Composition of the Stakeholders Relationship Committee comprised of the following
members as on March 31, 2024:
| Name of the Director |
Designation |
| 1. Mr. Anil Kumar Jain |
Chairperson |
| 2. Mr. Ajay |
Member |
| 3. Mr. Yogender |
Member |
No complaints were received during the year under review.
10. Vigil Mechanism and Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide
appropriate avenues to the Directors and Employees to bring to the attention of the
management any issue which is perceived to be in the violation of or in conflict with the
business interest of the company. During the year, there have been no complaints received.
11. Code of Conduct for Prevention of Insider Trading:
The Company has adopted the Revised Code of Conduct for Prevention of Insider Trading,
under the SEBI (Prohibition of Insider Trading) Regulations on March 29, 2020, pursuant to
the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018 and (Amendment) Regulations, 2019. The Revised Code lays down guidelines
for procedures to be followed and disclosures to be made while dealing with the shares of
the Company in order to further strengthen the framework for prevention of insider trading
to facilitate legitimate business transactions. The Company has also adopted the Code of
Corporate Disclosure Practices for ensuring timely and adequate disclosure of Unpublished
Price Sensitive Information, as required under the Regulations.
12. Corporate Social Responsibility (CSR) Policy:
At present the company is not covered under CSR provisions as per criteria laid down
under section 135(1) of the Companies Act, 2013 and therefore no such expenditure has been
incurred during the year as prescribed under section 135(5) of the Companies Act, 2013.
13. MEETINGS OF BOARD:
During the year, four meetings of the Board of Directors were held, all the directors
actively participated in the meetings and contributed valuable inputs on the matters
brought before the Board of Directors from time to time, details of which are given below:
| S.NO. |
DATE OF BOARD MEETING |
| 1. |
29.05.2023 |
| 2. |
12.08.2023 |
| 3. |
08.11.2023 |
| 4. |
09.02.2024 |
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:
During the period under review there were no noticeable material changes and
commitments impacting the financial position of the Company between the end of the
financial year and the date of this report.
16. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of
the Companies Act, 2013, and the Rules framed there under, as amended from time to time,
M/s. Girotra & Co, Chartered Accountants, (FRN No. 012351N) be the Statutory Auditor
of the company till the conclusion of 34th Annual general Meeting of the Company.
The Notes on accounts referred to in the Auditors' Report are self-explanatory and do
not call for any further comments.
17. DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.
18. DEPOSITS:
During the period under review, the Company has NOT accepted deposits from its members
in relation to which the process prescribed under Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposit) Rules, 2014.
19. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s Jain Preeti & Co., Practicing Company Secretary to undertake the
Secretarial Audit for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is
annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer.
20. COST AUDITOR
During the period under review, Cost Audit is not applicable to the Company.
21. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had revised the Secretarial Standards on
Meetings of the Board of Directors (SS1) and Secretarial Standards on General Meetings
(SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.
22. GREEN INITIATIVE
Pursuant to section 101 and 136 of the Act read with Companies (Management and
Administration) Rules 2014, the Company can send Notice of Annual General Meeting,
financial statements and other communication in electronic forms. Your Company is sending
the Annual Report including the Notice of Annual General Meeting, audited financial
Statements, Directors' Report along with their annexure etc. for the Financial Year
2023-24 in the electronic mode to the shareholders. Electronic copies of the annual report
2023-24 and notice of the 33 AGM are sent to all members whose email address registered
with the Company.
23. E-VOTING
In terms of requirements of the Companies Act, 2013 and the relevant rules made
thereunder, the Company has provided 'remote e-voting' (e-voting from a place other than
venue of the AGM) facility through NSDL Platform, for all members of the Company to enable
them to cast their votes electronically, on the resolutions mentioned in the notice of the
33 Annual General Meeting (AGM) of the Company.
24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, a Risk Management Policy
has been framed by the Board. In terms of the requirement of the Act, the Board has
developed and implemented the Risk Management Policy. Our senior management identifies and
monitors the risk on regular basis and evolves process and system to control and minimize
it. With regular check and evaluation business risk can be forecasted to the maximum
extent and thus corrective measures can be taken in time. This Policy seeks to minimize
the adverse impact of these risks, thus enabling the Company to control market
opportunities effectively and enhance its long term competitive advantage. Several risks
can impact the achievement of a business objective. Similarly, a single risk can also
impact the achievement of several business objectives. The focus of risk management is to
assess risks and deploy mitigation measures. This is done through periodic review of the
risk and strategy of the Board. During the last financial year, the Company's risk
management practices were primarily focuses on the effectiveness of strategic programs in
improving our competitive position which provides unique place to the Company in today's
competitive business world, our good team of employees and professionals always prepared
to address any incidents that may cause business disruptions to our physical and
technological model, strengthening internal control to detect fraudulent activity,
leadership development and monitoring possible.
25. STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Statement containing the necessary information as required u/s 134(3) read with
Companies (Accounts) Rules, 2014 is given are as under:
|
Current Year |
Previous Year |
| Energy Conservation |
Nil |
Ni |
| Technology Absorption |
Nil |
Ni |
| Foreign Exchange Earnings and Outgoing |
Nil |
Ni |
26. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors
state that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures.
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period.
c) The directors had taken proper and adequate care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
28. PARTICULARS OF RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and Listing Regulations, all
related party transactions are entered into, on arm's length basis, in the ordinary course
of business. Form No. AOC-2 is annexed as Annexure-B to this report.
29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS:
Internal Control Systems and their adequacy:
The management has put in place effective Internal Control Systems to provide
reasonable assurance for:
• Safeguarding assets and their usage.
• Maintenance of Proper Accounting Records
• Adequacy and Reliability of the information used for carrying on Business
Operations.
Key elements of the Internal Control Systems are as follows:
• Existence of Authority Manuals and periodical updating of the same for all
Functions.
• Existence of clearly defined organizational structure and authority.
• Existence of corporate policies for Financial Reporting and Accounting.
• Existence of Management Information system updated from time to time as may be
required.
• Existence of Audit System.
• Periodical review of opportunities and risk factors depending on the Global /
Domestic Scenario and to undertake measures as may be necessary.
• The Company has an Auditor to ensure compliance and effectiveness of the
Internal Control Systems in place.
• The management is regularly reviewing the internal progress reports of the
Company for performance review which carried out in all the key areas of the operations.
• Periodical reports are regularly circulated for perusal of Board of Directors of
the Company for the appropriate action as required
• Normal foreseeable risks of the Company's assets are adequately covered by
comprehensive insurance. Risk assessments, inspections and safety audits are carried out
periodically.
30. PERFORMANCE EVALUATION:
The Board evaluates the performance of Non-executive and Independent Directors every
year. All the Non-Executive and Independent Directors are eminent personalities having
wide experience in the field of Business, Industry, Law and Administration. Their presence
on the Board is advantageous and fruitful in taking business decisions.
31. PARTICULARS OF EMPLOYEES:
The information required pursuant to section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and
Companies (Particulars of Employees), Rules 1975, in respect of employees of the company
and Directors is furnished in Annexure- D. There is no employee drawing
remuneration in excess of the limits specified under Section 197 of the Companies Act,
2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rule, 2014.
32. OTHER DISCLOSURES:
Since the company has not issued any Sweat Equity Shares, Equity Shares with
differential voting rights and issue of shares under employee's stock option scheme, the
details are not given.
• The company had not made any purchase of shares or given any loans for purchase
of shares.
• The company had not made any buy- back of shares.
• The company has adhered to the Secretarial Standards and made disclosures in
relation to the Boards' Report for the year under review.
• There are no significant and material orders passed by the regulators or Courts
or Tribunals impacting the going concern status and the company's operations in future.
• There are no further or typical areas of risks or concerns outside the usual
course of business foreseeable. Internal control systems are found to be adequate and are
continuously reviewed for further improvement.
33. MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report on the business of the Company for the year
ended March 31, 2023 is annexed as Annexure C to this Report. In this we have
attempted to include discussion on all the specified matters to the extent relevant or
within limits that in our opinion are imposed by the Company's own competitive position.
34. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of financial statements, treatment that prescribed in an Accounting
Standard has been followed
35. ENVIRONMENT & SAFTEY:
The Company is very conscious of the need to protect environment. The company is taking
all possible steps for safeguarding the environment.
36. CAUTIONARY STATEMENT:
Statements in this "Management Discussion & Analysis" which seek to
describe the Company's objectives, projections, estimates, expectations or predictions may
be considered to be "forward looking statements" within the meaning of
applicable securities laws or regulations. Actual results could differ materially from
those expressed or implied. Important factors that could make a difference to the
company's operations include global and Indian demand supply conditions, finished goods
prices, stock availability and prices, cyclical demand and pricing in the company's
markets, changes in the government regulations, tax regimes, economic developments within
India and countries with which the company conducts business besides other factors, such
as litigation and other labor negotiations.
37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has already formulated a Policy to
prevent Sexual Harassment of Women at Workplace. In addition to above, there were no such
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
38. CORPORATE GOVERNANCE:
As per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements)
Regulations, 2015, the said regulation is not applicable on our company.
39. FUTURE OUTLOOK:
The Management is confident of meeting all the challenges of the changing business
environment.
40. POLICIES
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 mandated the formulation of certain policies
for all Listed Companies. The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement.
| S. no |
Name of the Policies |
Brief Description |
| 1. |
Nomination and Remuneration policy |
This policy formulates the criteria for determining qualifications, competencies,
positive attributes and independence for the appointment of a director (Executive/
Non-Executive) and also the criteria for determining the remuneration of the Directors,
KMP and other employees. |
| 2. |
Policy for Determining Materiality for Disclosures |
This policy applies to disclosures of material events affecting the Company. This
policy is in addition to the Company's corporate policy statement on investor relations,
which deals with the dissemination of unpublished price sensitive information. The Company
is committed to being open and transparent with all stakeholders. |
| 3. |
Code of Conduct for the Director and Senior Managerial Persons |
The Company in its Board of Directors Meeting has approved the "Code of
Conduct" applicable for all Board members and senior managerial persons. As per
requirements of the listing agreement a copy of "Code of Conduct" was sent to
all Directors. A copy of the same is also available at Registered Office of the Company. |
| 4. |
Policy for the Preservation of Documents |
In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of company has adopted this Policy for the
Preservation of Documents. |
| 5. |
Vigil Mechanism/ Whistle Blower Policy |
The Company has adopted the whistleblower mechanism for the Directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's code of conduct and ethics. |
| 6. |
Related Party Transaction Policy |
The policy regulates all the transactions between the Company and its related parties. |
| 7. |
Insider Trading Policy |
The policy provides the framework in dealing with securities of the Company. |
| 8. |
Anti-Sexual Harassment Policy |
The Company has in place a Prevention of Sexual Harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year 2023-2024, no
complaints were received by the Company related to sexual harassment |
| 9. |
Risk Management Policy |
Your Company has established a comprehensive risk management policy to ensure that
risk to the Company's continued existence as a going concern and to its development are
identified and addressed on timely basis. |
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the continued
support and co-operation from shareholders, customers, suppliers, banks, government
authorities, vendors, financial institutions and such other business associates. Your
Directors also wish to place on record their deep sense of appreciation for the committed
services by the Company's executives, staff and employees without whose dedication your
Company could not have achieved the year's milestone.
By Order of the Board of Directors
For Sai Industries Limited
Place: Delhi
Date: 07.09.2024
Sd/
Anshu Jain
Company Secretary F8935
|