DIRECTORS' REPORT To the Shareholders of Sai Capital Limited The Board of Directors take pleasure in presenting the 20th Annual Report of your Company on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2015 and Auditor's Report thereon. OPERATIONAL PERFORMANCE: During the financial year 2014-15, the Company has incurred loss of Rs.13.22 as against to net loss of Rs.8.10 in the previous year. The Directors are optimistic about future performance of the Company. The performance of your Company remained stagnant during the year due to paucity of resources. Efforts are being made to augment of the working capital of the Company. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A" DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii) The Directors have taken proper and sufficient 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. iv) The Directors have prepared the annual accounts on a going concern basis. v) 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. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. STATUTORY AUDITORS: In accordance with various provisions of the Companies Act, 2013, M/s. A K G & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment. The Company has received confirmation from M/s. A K G & Co. to the effect that their appointment, I made, would be within the prescribed limit under the provisions of the Companies Act, 2013. AUDITORS OBSERVATIONS: The Suditor's Report does not contain any qualifications, reservations or adverse remarks. SECRETARIAL AUDIT Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Shiv Tyagi, Company Secretary (CP No. F8865) of M/s. Shiv Tyagi & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. SECRETARIAL AUDIT REPORT As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit Report is attached as "Annexure B". Prompt necessary action for filing of Forms as pointed out in the Report has been initiated. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has put in place an adequate system of internal controls which are monitored on a regular basis, commensurate with the nature of its business. All activities are monitored to prevent any unauthorised transactions or misuse of any assets. The Audit Committee of the Board oversees and reviews the adequacy of internal controls at regular intervals. The Company has put in place a whistle blower policy. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure C" to the Board's report. No related party. PUBLIC DEPOSITS: Pursuant to the provision of Chapter V of the Companies Act, 2013, the Company has not accepted any deposits from the public during the financial year 2014-15 and that there is no outstanding balance of such public deposit as at March 31, 2015. CODE OF CONDUCT: The Board of Directors has prescribed a Code of Conduct for all Members of the Board and Senior Management of the Company, details of which are given in the Corporate Governance Report. NUMBER OF BOARD MEETING: Four (4) Board meeting were held during the year. The details of which are given under Corporate Governance Report. TRANSFER TO RESERVES: Due to accumulated loss, the Company has not transferred any amount to reserves. DIVIDEND : Due to inadequacy of Profits, your Directors do not recommend any Dividend for the Financial Year ended on March 31, 2015. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT During the year there are no material changes required to disclosed according to section 134(3)(l) of Companies Act, 2013. BUSINESS RISK MANAGEMENT Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has put in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.These are discussed regularly at the meetings of the Audit Committee and the Board of Directors of the Company. BOARD EVALUATION : Clause 49 of the Listing Agreement mandates that the Board of Directors shall review and monitor the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and the individual Directors. Schedule IV of the Companies Act, 2013 prescribes that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the director being evaluated. The evaluation of the Board of Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. DIRECTORS : Articles of Association of the Company provide that at least two-third of our Directors shall be subject to retirement by rotation. One-third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The Retiring Directors are eligible for re-election. Mrs. Juhi Singh, Director who retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting. The Company has received necessary declaration from each Independent Director u/s 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in u/s 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Dr. Niraj Kumar Singh has been reappointed as Managing Director w.e.f. August 14, 2015 for a period of 5 (Five) years. MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED: The Company believes in maintaining a cordial relationship with the employees. The Company did not have any employee during the year under review. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may kindly write to the Company in advance. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS: The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Board of Directors has approved the Whistle Blower Policy, a mechanism for employees to report to the Management, concerns about unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also allows for direct access to the Chairman of the Audit Committee if so warranted. During the year under review no personnel has been denied access to the Audit Committee. The Company has adopted a formal Vigil Mechanism / Whistle-Blower policy. The approved policy is available on the Company's website www.saicapital.net ACKNOWLEDGEMENT : The Directors take this opportunity place on record their appreciation to the Bankers and all associates for their valuable cooperation and assistance. on behalf of the Board For Sai Capital Limited Niraj Kumar Singh (DIN-00233396) Managing Director Place: New Delhi Date: 14.08.2015 |