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Directors Report of South Asian Enterprises Ltd.
Mar 31, 2024
Your Directors present the 35th Annual Report of your Company
with the Audited Annual Accounts for the year ended 31st March,
2024.
1. Financial Results (Rs. in Lakhs)
|
For the year 31st March, 2024 |
For the year 31st March, 2023 |
|
|
Total Income |
102.51 |
64.11 |
|
Less: Total Expenditure |
114.90 |
87.42 |
|
Less: Interest |
0.01 |
0.05 |
|
Gross Profit/(loss) |
(12.40) |
(23.36) |
|
Less: Depreciation |
0.72 |
1.18 |
|
Profit/ (loss) before tax |
(13.12) |
(24.54) |
|
Less: Provision for Taxation |
0.00 |
0.00 |
|
(Net) Add: Deferred Tax |
0.02 |
(0.99) |
|
Net Profit/ (loss) after tax |
(13.10) |
(25.53) |
|
Paid up Equity Share Capital |
399.91 |
399.91 |
|
(Excluding calls in arrears) |
241.38 |
250.73 |
|
reserve Earnings per share (Rs.) |
(0.33) |
(0.64) |
2. Management Discussion and Analysis
Financial Review
Your Company recorded a total income of Rs. 102.51 lakhs
and has incurred a net loss of Rs. 13.10 lakhs during the
year under review compared to previous year''s income of
Rs. 64.11 lakhs and net loss of Rs. 25.53 lakhs. The revenue
in the segment of the marketing of earthing products and
execution of contracts for earthing and lightning protection
systems has increased to Rs. 54.24 lakhs i.e. by Rs. 27.52
lakhs as compared to Rs. 26.72 lakhs in the previous year.
The Company''s dealings in earthing materials and lightning
protection systems including installation in the electrical
engineering segment have been categorised under the head
âTradingâ for the purpose of segment reporting in the annual
accounts for the year under review. The Entertainment
segment has generated a revenue of Rs. 1.69 lakhs during the
year under review compared to previous year''s Nil revenue.
Industry Structure and Development
Your Company had been able to execute the contracts awarded
to it in the electrical engineering under the trading segment.
The power utilities, electronics and other hi-tech centres,
where earthing is important, are its target customers apart
from high-rise buildings, hotels, residential units, etc. However,
sustained growth in this segment requires substantial capital
infusion which remains a major constraint. The Company is
closely monitoring the current market scenario and economic
situation in order to improve its growth.
In amusement park segment, the operations of Amusement
Park at Kanpur could not resume because the lease of
park had not been renewed by concerned authority inspite
of vigorous follow up. The Company has amongst others
initiated legal recourse and the matter is sub-judice. The
lease of Lucknow Park had expired in 2019. The Company
had handed over the Lucknow Park to authorities after the
matter has been settled with them.
Outlook, Risks and Concerns
As already reported, the operation of amusement park at
Kanpur has not resumed due to non- renewal of lease by
concerned authority. With no inflows, the fixed expenses
related to said unit continue to pose challenge on revenues
of the Company. The recurring loss in this segment is being
closely monitored to keep it to the minimum. The management
is examining the option to close down the unit permanently
since no breakthrough in renewal of lease process is foreseen
in near future and about 3 years have passed since expiry of
lease. The decision, however, will be taken as a last measure
after examining all aspects. The trading segment, dealing
in earthing and lightning protection systems business has
garnered more revenue compared to previous year.
The Company has a risk management framework that
includes identification and mitigation of risks. The Company
is taking all possible measures with a view to ensuring
sustainable business growth and promoting a proactive
approach in evaluating and resolving risks associated with
the business.
Opportunities and Threats
The Company is exposed to normal industry risks attributable
to respective segments. In order to meet the challenge
of strained margins in amusement segment, the strategy
is to get the lease of Kanpur renewed at the earliest and
simultaneously to explore avenues for diversification. In
trading segment, the Company deploys the latest technology
for earthing and lightning protection installations, which leads
to better protection from electrical hazards. The Company
is aiming at spreading awareness of its products and also
securing credentials from its existing clients about the
superiority of its products to meet the challenge.
Internal Financial Control Systems
The Company has in place a proper and adequate system
of internal control to monitor proper recording of transactions
authorized according to prescribed policies and procedures.
The Company ensures that all regulatory guidelines are
complied with at all levels.
The Audit Committee reviews the internal control mechanism
periodically.
Human Resource/ Industrial Relations Front
The relationship with the employees has remained cordial
during the year and the Directors place on record their sincere
appreciation in this regard.
Under the provisions of Section 197 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, there was no employee during the year drawing
remuneration more than the stipulated amount in the said
rules. The number of employees on the Company''s rolls
stood at 14 as on 31/03/2024.
Cautionary Statement
Statement in the âManagement Discussion and Analysisâ
describing the Company''s projections, estimates, expectations
or predictions may be âforward looking statements'' within
the meaning of applicable laws and regulations. Actual
results could differ materially from those expressed or
implied. Important factors that would make a difference to
the Company''s operations include changes in government
regulations, tax regimes, economic developments within the
country and abroad and other relevant factors.
3. Dividend and Reserves
As Company has incurred loss during the year under review,
no dividend is recommended by the Board and no amount
has been transferred to the general reserve.
4. Material Changes & Commitments
The amusement park operations remained closed due to non¬
renewal of lease of park at Kanpur. The operations in trading
of electrical goods has fared better in spite of competition
and slow response from real estate sector. Other than the
aforesaid, there were no material changes and commitments
affecting the financial position of the Company during the year
under review.
5. Board of Directors and Key Managerial Personnel (KMP):
⢠Changes in Directors
Shri Abhinav Shobhit (DIN: 10155183) aged about 27 years
was appointed as Additional Director in the category of
Non-Executive, Non-Independent Director w.e.f. 12/08/2023
by the Board and the members approved his appointment as
Non-Executive, Non-Independent Director liable to retire by
rotation in the AGM held on 26/09/2023.
Shri M. P Mehrotra (DIN: 00016768) - Non-Executive Director
and promoter of Company left for his heavenly abode on
05/04/2024 and ceased to be director of Company from same
date. The Board places on record its sincere appreciation
for the invaluable contribution made by Shri M. P. Mehrotra
since Company''s inception. The Company will continue to be
guided by his vision.
Shri Kishan Kumar Soni- Director (DIN:00106037) aged about
70 years and Shri Anupam Mehrotra - Executive Director
(DIN: 08608345) aged about 58 years shall retire by rotation
at the ensuing Annual General Meeting and being eligible
have offered themselves for re-appointment. The Board
recommends their reappointment.
The 2nd term of Shri Priya Brat - Independent Director
will expire on 06/09/2024. The Board place on record its
appreciation and sincere gratitude for able guidance and
contribution by Shri Priya Brat particularly as Chairman of the
Board.
The Company has complied with the relevant provisions with
respect to constitution of the Board during the year under
review.
⢠Changes in Key Managerial Personnel (âKMPâ)
During the year, there was no change in Key Managerial
Personnel.
Details of remuneration paid to the Directors during the
financial year ended 31/03/2024:
(Amount Rs. in Lakhs)
|
S. No. |
Name of the |
Salary |
Perquisites |
Sitting fee |
Commission |
Total |
|
1 |
Shri Priya Brat |
N.A. |
N.A. |
1.11 |
N.A. |
1.11 |
|
2 |
Shri P. N. |
N.A. |
N.A. |
1.11 |
N.A. |
1.11 |
|
3 |
Shri Adesh |
N.A. |
N.A. |
1.11 |
N.A. |
1.11 |
|
4 |
Shri Abhinav |
N.A. |
N.A. |
0.36 |
N.A. |
0.36 |
|
5 |
Shri M. P. |
N.A. |
N.A. |
0.24 |
N.A. |
0.24 |
|
6 |
Dr. (Mrs.) |
N.A. |
N.A. |
0.58 |
N.A. |
0.58 |
|
7 |
Shri Anupam |
5.60 |
N.A. |
N.A. |
N.A. |
5.60 |
|
8 |
Shri T. B. |
4.80 |
N.A. |
N.A. |
N.A. |
4.80 |
|
9 |
Shri K. K. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
6. Contracts with Related Party
No related party transaction has been made by the Company
with promoters, directors or key managerial personnel
etc. which may have potential conflict of interest with the
Company. The related party transactions, procedurally, are
placed before the Audit Committee and if required, before the
Board, specifying the nature, value and terms and conditions
of the transactions. Where such transactions are entered in
terms of omnibus approval accorded by the Audit Committee,
the details are placed before the Audit Committee in its next
meeting. In terms of Section 134(3)(h) of the Companies Act,
2013, and Rule 8(2) of the Companies (Accounts) Rules,
2014, the details of contracts or arrangement entered into
with Related Party is provided in Form AOC-2 attached as an
Annexure A to this Report.
The summary of related party transactions required to be
disclosed as per SEBI(LODR) Regulations, 2015 and Ind AS
24 has been disclosed under Note No. 33.04 in the Financial
Statements of the Company as on 31/03/2024.
7. Annual Return Extract (MGT-9)
The reporting of extract of Annual Return in Form No. MGT-9
has been done away with pursuant to amendment in section
92(3) of the Companies Act, 2013 read with Rule 12 of
Companies (Management and Administration) Rules, 2014
w.e.f. 28/08/2020. Hence, the reporting of extract of Annual
Return has not been made in this report. The Annual Return is
now required to be placed on the website of the Company, in
terms of Section 92(3) read with Section 134(3)(a) of the Act
and link thereof is required to be given in the Board''s Report.
The Annual Return for the Financial Year 2022-23 is available
on web link viz.: https://www.sael.com/annual-return/.
8. Corporate Governance
The Company is committed to meet the aspirations of all its
stakeholders. Corporate Governance encompasses a set of
systems and practices to ensure that the Company''s affairs
are managed in a manner which ensures accountability,
transparency and fairness in all transactions. The objective is
to meet stakeholders'' aspirations and societal expectations.
The essence of corporate governance lies in promoting and
maintaining integrity, transparency and accountability in the
management''s higher echelons. The corporate governance
provisions of the SEBI listing regulations are not applicable to
the Company at present. Hence, separate report on corporate
governance has been dispensed with. The Company,
however, continues to follow the best corporate governance
practices.
9. Board Meetings
During the year ended 31/03/2024, 4 (four) Board meetings
were held in time in accordance with applicable regulations.
The meetings were held on 24/05/2023, 12/08/2023,
08/11/2023, 05/02/2024.
Details of meetings attended by the Directors in the relevant
period are as below:
|
S. No. |
Name of the |
Whether Promoter/ |
No. of Board |
|
|
1 |
Shri T B. |
Managing Director |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
S. No. |
Name of the |
Whether Promoter/ |
No. of Board |
|
|
2 |
Shri K. K. |
Non-Executive |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
3 |
Shri Priya |
Independent, Non-Executive |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
4 |
Shri M. P. |
Non-Executive, Promoter |
2 |
24/05/2023 |
|
12/08/2023 |
||||
|
5 |
Dr. (Mrs.) |
Non-Executive |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
6 |
Shri Anupam |
Whole time Director |
2 |
24/05/2023 |
|
12/08/2023 |
||||
|
7 |
Shri Prem Narain Parashar |
Independent, Non-Executive |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
8 |
Shri Adesh |
Independent, Non-Executive |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
9 |
Shri Abhinav |
Non-Executive, |
3 |
12/08/2023 |
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
3 |
Shri Prem Narain Parashar |
Member |
4 |
24/05/2023 12/08/2023 08/11/2023 05/02/2024 |
|
4 |
Shri Adesh |
Member |
4 |
24/05/2023 12/08/2023 08/11/2023 05/02/2024 |
11. Nomination and Remuneration Committee
The Nomination and Remuneration Committee as on
31/03/2024 comprised of Shri Prem Narain Parashar -
Chairman, Shri Adesh Kumar Jain, Shri Priya Brat and
Dr. (Mrs.) Neeraj Arora as members of the committee.
During the year ended 31/03/2024, 2 (Two) meetings of
the Committee was held on 24/05/2023 and 12/08/2023. All
recommendations made by the Committee during the year
were accepted in entirety by the Board.
Details of meetings attended by the Directors in the relevant
period are as below:
|
S. No. |
Name of the |
Whether |
No. of Meetings |
|
|
1 |
Shri Prem Narain |
Chairman |
2 |
24/05/2023 |
|
12/08/2023 |
||||
|
2 |
Shri Priya Brat |
Member |
2 |
24/05/2023 |
|
12/08/2023 |
||||
|
3 |
Dr. (Mrs.) Neeraj |
Member |
2 |
24/05/2023 |
|
12/08/2023 |
||||
|
4 |
Shri Adesh Kumar |
Member |
2 |
24/05/2023 |
|
12/08/2023 |
||||
12. Stakeholders Relationship Committee
As on 01/04/2023 the Stakeholders Relationship Committee
comprised of Shri K. K. Soni - Chairman and Shri T. B. Gupta-
Member. During the year ended 31/03/2024, 6 (Six) meetings
of the Committee were held on 28/04/2023, 10/06/2023,
29/08/2023, 06/11/2023, 20/12/2023 and 28/03/2024. There
was no change in constitution of the Committee during the
year under review.
Details of meetings attended by the Directors in the relevant
period are as below:
|
S. No. |
Name of |
Whether Chairman/ Member |
No. of Meetings attended F.Y. 2023-2024 and dates |
|
|
1 |
Shri K. K. |
Chairman |
6 |
28/04/2023 |
|
10/06/2023 |
||||
|
29/08/2023 |
||||
|
06/11/2023 |
||||
|
20/12/2023 |
||||
|
28/03/2024 |
||||
|
2 |
Shri T. B. |
Member |
6 |
28/04/2023 |
|
10/06/2023 |
||||
|
29/08/2023 |
||||
|
06/11/2023 |
||||
|
20/12/2023 |
||||
|
28/03/2024 |
||||
10. Audit Committee
The Audit Committee as on 31/03/2024 comprised
Shri Priya Brat - Chairman, Shri Prem Narain Parashar,
Shri K. K. Soni and Shri Adesh Kumar Jain. During the
year under review, there was no change in the constitution
of Committee. Two third of the members of the Committee
continue to be Independent Directors including its Chairman
and during the year ended 31/03/2024, 4 (Four) meetings
of the Committee were held on 24/05/2023, 12/08/2023,
08/11/2023, 05/02/2024. All recommendations made by the
Committee during the year were accepted in entirety by the
Board.
Details of meetings attended by the Directors in the relevant
period are as below:
|
S. No. |
Name of the |
Whether Chairman/ Member |
No. of meetings |
|
|
1 |
Shri Priya Brat |
Chairman |
4 |
24/05/2023 |
|
12/08/2023 |
||||
|
08/11/2023 |
||||
|
05/02/2024 |
||||
|
2 |
Shri K. K. Soni |
Member |
3 |
12/08/2023 |
|
08/11/2023 |
||||
|
05/02/2024 |
||||
There was no complaint pending as at the end of the year
under review.
13. Corporate Social Responsibility
The Company is not required to comply with provisions
relating to corporate social responsibility since it does not
meet the criteria of applicability of provisions of Section 135
of the Companies Act, 2013.
14. Evaluation of Board/Committees/Individual Directors
The aim of the Board''s evaluation is to assess the effectiveness
of the Board''s/Committee''s processes, composition and
arrangement in order to identify and realize any actions
required to improve their effectiveness. The Companies Act,
2013 states that a formal annual evaluation needs to be
carried out by the Board or Nomination and Remuneration
committee or external agency of the Board''s performance
and that of its Committees and individual directors. As per
the provisions of Section 178 of the Companies Act, 2013,
the Nomination and Remuneration Committee is required to
prescribe the manner for effective evaluation of performance
of Board, its Committees and individual directors so that
the evaluation can be carried out by the Board or the
said Committee or an external agency appointed for this
purpose. Further, Section 134 read with Schedule IV of the
Companies Act, 2013 states that the performance evaluation
of Independent Directors shall be carried out by the entire
Board of Directors, excluding the director being evaluated.
Independent Directors at its meeting carry out annually, the
evaluation of Non-Independent Directors and the Chairman.
Board conducts on an annual basis an evaluation of the
performance of the directors as to whether each director has
sufficient time to discharge his/her responsibilities, taking
into consideration multiple Board representations and other
principal commitments.
The Board through its Nomination and Remuneration
Committee has laid down the evaluation criteria for the
performance of executive/ non-executive / independent
directors through a peer-evaluation mechanism.
The evaluation process comprises:
⢠Board, Committee and management information and
other relevant documentation.
⢠Discussions with all Board members, Committee
members focusing on aspects of the Board''s and
Committee''s composition, strategy, risk and controls,
decision-making, roles and performance of the
Chairman, independent directors, executive directors
and other non-executive directors.
Pursuant to provisions of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board in its
meeting held on 24/05/2024 has carried out the evaluation of
its own performance and that of the Board Committees viz.
Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee besides Individual
Directors.
The evaluation has concluded that the Board and its
Committees are overall effective.
A separate exercise to review the performance of Non¬
Independent Directors and the Chairman was carried out by
Independent Directors in their meeting held on 28/03/2024
besides other matters. Their conclusion on all issues
discussed was satisfactory.
15. Independent Directors
The Independent Directors of your Company have complied
with the relevant provisions of the law relating to their
appointment and they continue to comply with the provisions
of the Companies Act, 2013 and the listing regulations. In
terms of the provisions of sub-section (6) of Section 149 of
the Act and Regulation 16 of the Listing Regulations, the
Company has received declarations from all the Independent
Directors of the Company stating that they continue to meet
with the criteria of independence as provided in the Act
and the Listing Regulations. Further, all the Non-Executive
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, and
reimbursement of expenses, if any, incurred by them for the
purpose of attending meetings of the Company.
At present, the Independent Directors on the Board of
the Company comprises Shri Priya Brat -Chairman with
Shri Adesh Kumar Jain and Shri Prem Narain Parashar.
During the year ended 31/03/2024, 1 (One) meeting of
Independent Directors was held on 28/03/2024.
Details of meeting of Independent Directors attended by
the Independent Directors in the relevant period are as
below:
|
S. No. |
Name of the |
Whether |
No. of Meeting(s) |
|
|
1 |
Shri Priya Brat |
Chairman |
1 |
28/03/2024 |
|
2 |
Shri Adesh |
Member |
1 |
28/03/2024 |
|
3 |
Shri Prem Narain Parashar |
Member |
1 |
28/03/2024 |
16. Evaluation and Training of Directors/Independent
Directors
Given the experience and qualifications of the Board
members, the Board has not considered it necessary
to engage external persons to facilitate the evaluation
process as they themselves are accustomed to having
their performance regularly evaluated. However, regular
updates relating to regulatory, and industry''s performance
are provided to members of Board, besides any other
aspect relevant to business of the Company. The Board also
exercises an oversight of the training of Board /Committee
members.
The directors are thus kept abreast of requisite information
about business activities of the Company and risks involved
therein to enable them to discharge their responsibilities in
the best possible manner. Further, at the time of appointment,
the Company issues a formal appointment letter outlining
his/her role, duties and responsibilities as an Independent
Director. The format of the letter of appointment is available
on Company''s website.
17. Directors Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) of the
Companies Act, 2013, the Directors hereby confirm:
a. That in the preparation of the Annual Accounts for the
financial year ended 31 st March, 2024, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures;
b. That they have 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 loss of the
Company for that period;
c. That they have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
and
d. That they have prepared the Annual Accounts for the
financial year ended 31st March, 2024 on a âgoing
concern'' basis;
e. That Internal Financial controls are adequate and
operating effectively;
f. That the Directors have devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating
effectively.
Disclosure relating to ratio of the remuneration of each
director to the median employee''s remuneration is attached
as Annexure -B.
18. Policies
The Nomination and Remuneration policy of the Company
can be accessed at www.sael.co.in. This policy amongst
others lays down eligibility and procedure for selection and
appointment of Directors and key managerial persons besides
criteria for remuneration thereof. There were no changes in
the said policy during the year under review.
The other policies approved by the Board to facilitate
operations and achieving optimal performance can be
accessed at www.sael.co.in
The combination of policies and procedures adequately
addresses the risk associated with your Company''s
business.
19. Vigil Mechanism
Section 177 of the Companies Act, 2013 requires every listed
company to establish a vigil mechanism for the directors and
employees to report genuine concerns in such manner as
may be prescribed. The Company has adopted the policy for
implementing Vigil Mechanism.
Vigil (whistle blower) mechanism provides a channel to
the employees and directors to report to the management
concerns about unethical behaviour, actual or suspected fraud
or violation of the code of conduct or policy. The mechanism
provides for adequate safeguards against victimization of
directors and employees who avail of the mechanism and
also provide for direct access to the Chairman of the Audit
Committee in exceptional cases.
This policy applies to all directors and employees of the
Company. All directors and employees of the Company are
eligible to make disclosures under this Policy in relation to
matters concerning the Company.
20. Anti-sexual harassment mechanism
The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All women employees inter alia
permanent, contractual, temporary, trainees are covered
under this policy.
The Internal Complaints Committee is headed by Woman
Director on the Board. There were no complaints received
from any employee during the year under review and no
complaints were pending as on 31/03/2024.
21. Auditors
Statutory Auditors
The Members of the Company had appointed M/s. Agiwal
& Associates-Chartered Accountants (FRN: 000181N) as
Statutory Auditors, in the 33rd Annual General Meeting (âAGMâ)
held on 27/09/2022 for 2nd term of 5 years. The Board had
been authorised by the members to fix their remuneration as
may be mutually agreed between the Board and the Statutory
Auditors from time to time. The Statutory Auditors have
confirmed their eligibility to continue as Statutory Auditors of
the Company for the Financial Year 2024-25.
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies
Act, 2013, the Board of Directors, on the recommendation
of Audit Committee in its meeting held on 24/05/2024, has
re-appointed M/s S. Bansal & Associates, Chartered
Accountants (FRN:002498N) as Internal Auditors of the
Company for the Financial Year 2024-25.
Cost Auditor
The provisions relating to maintenance of cost records and
Audit thereof are not applicable to your Company.
Secretarial Auditors
The Board in its meeting held on 24/05/2024 had reappointed
M/s. A Aggarwal & Associates- Company Secretaries
(COP No.: 7467) as Secretarial Auditors for the financial
year 2024-25 who were also the Secretarial Auditors of
the Company for the financial year 2023-24 in compliance
with Section 204 of the Companies Act, 2013 read with
regulation 24A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
22. Auditorâs Report
The observations made by the Statutory Auditors in their
report have been adequately dealt with in the relevant notes
on accounts and need no further comments from the Directors.
There is no adverse remark in the report of Statutory Auditor
requiring comments from Directors.
The report of Secretarial Auditors is enclosed as
Annexure-C and no adverse comment or observation has
been made by Secretarial Auditors in the report requiring
comments from Directors.
23. Listing
The shares of the Company (Scrip Code-526477) are listed
at the BSE Ltd., Mumbai only. The Company has paid the
annual listing fees for the financial year 2024-25 to the said
Stock Exchange and also paid Annual Custody Fees for the
financial year 2024-25 to both depositories viz. NSDL and
CDSL.
24. Deposits
The Company has not accepted any deposits from public
or members during the year under review and as such, no
amount on account of principal or interest on deposits from
public or members was outstanding as on the date of the
balance sheet.
25. Green Initiative in Corporate Governance:
As a continuing endeavour towards the Go Green Initiative,
the Company has been sending documents like the notice
calling the general meeting, audited financial statements,
directors'' report, auditors'' report etc. in electronic form, to
the email addresses provided by the members directly or
made available to us by the depositories, besides regular
correspondence. The electronic mode is both economical
and speedier compared to physical documents. Members
who hold shares in physical form are, therefore, requested
to get their e-mail addresses registered and intimate any
change in such e-mail ID so registered to the Company
or its Registrar & Share Transfer Agents- RCMC Share
Registry Pvt. Ltd. In respect of electronic holdings, members
are requested to register their e-mail addresses with the
depository through their concerned depository participants.
Even after registration of e-mail ID, members are entitled to
be furnished, free of cost, a printed copy of the annual report
of the Company, upon receipt of a requisition from them.
26. Subsidiary/Associate Companies/Holding Company
The consolidated financial results include the audited financial
results for the year ended 31/03/2024 of the Chai Thela Pvt.
Ltd. (âCTPL''). For information pursuant to Section 129(3) of the
Companies Act, 2013 for the financial year ended 31/03/2024
in respect of the subsidiary/associate companies, please
refer to note no. 33.17 of Consolidated Annual Accounts of
the Company for the year under review.
VLS Capital Ltd. (CIN: U67190DL1985PLC022302) continue
to be the Holding Company and hold 59.61% of paid-up
capital of the Company. The holding of Promoter/Promoter
Group was about 61.08% as on 31/03/2024.
27. Statutory Information
a. The information as required under Section 134(3)(m)
of the Companies Act, 2013 read with rules thereunder,
with respect to Conservation of Energy and Technology
Absorption is enclosed as Annexure -D and forms part
of this report.
b. There was no proposal during the year under review for
buy back of shares by the Company.
c. Your Company has not made any investment or
provided any loan or guarantee exceeding the limits
under Section 186 of the Act, nor has it issued equity
shares with differential voting rights or has any scheme
of stock options for its employees. Hence, no disclosure
is required.
d. Your company has not approved any scheme relating
to provision of money to be held in a trust for the
benefit of employees in terms of Section 67(3)(b) of the
Companies Act, 2013. Further, the Company has not
issued any equity shares with differential voting rights or
under ESOP in terms of sections 43(a) and 62(1)(b) of
the Companies Act, 2013.
e. No revision of financial statements or Board''s Report
has been made in terms of Section 131(1) of the
Companies Act, 2013. Further, there were no material
changes or commitments affecting financial position of
the Company occurred between the year under review
and date of this report.
f. No material orders were passed during the year
under review impacting the going concern status and
operations of the Company. Further, there was no one
time settlement with Bank/ Financial Institutions during
the year under review.
g. There was no change in the name or nature of business
of your Company during the year under review.
Shri T. B. Gupta was re-appointed as Managing Director
for a period of 3 years by a special resolution during the
year under review in the AGM held on 26/09/2023.
h. The books of accounts of the Company and other
relevant papers have been kept and maintained at the
corporate office of the Company in the building at Plot
No. 90, Okhla Industrial Estate, Phase-III, New Delhi-
110020 instead of registered office of the Company at
Kanpur.
i. The registered office of the Company at Kanpur has been
changed from Mikky House, K-Block, Kidwai Nagar,
Kanpur- 208 011 (U.P.) to Ground Floor, Flat No. GF-13,
14, Vrindavan Residency, Plot No. 834, K- Block, Kidwai
Nagar, Kanpur Nagar, Uttar Pradesh -208011 w.e.f.
14/08/2023. In view of difficulties in renewal of lease of
present premises, the Board has approved shifting of
registered office to new premises at Room No. 1, 4/25
Gagan Deep, Triveni Nagar, Meerpur Cantt, Kanpur,
Uttar Pradesh - 208004 w.e.f. 01/06/2024. Keeping
in view the recurrent shifting of Registered Office, the
Board is also exploring the option to shift the registered
office of Company to Delhi in the premises where its
Corporate Office is situated.
j. No penalty was imposed in Financial Year 2023-24.
k. Neither any application has been made nor any
proceeding is pending under Insolvency and Bankruptcy
Code, 2016 during the year under review. Further no
loan from Bank or financial institution was obtained in
the said period and therefore, the provision relating to
disclosure of variation in valuation in terms of Rule 8
(5) (XII) of Companies (Accounts) Rules, 2014 is not
applicable for the period under review.
l. The Auditors have not reported any fraud in terms of
section 143(2) of the Companies Act, 2013 for the period
under review.
m. In the annual financial statements for the year under
review, the disclosures on those items where value for
the year under review and corresponding previous year
was Nil had been dispensed with, though required to be
disclosed under applicable regulations.
28. Consolidated Financial Statements
In compliance with Section 129(3) of the Companies Act,
2013, the consolidated financial statements in accordance
with the prescribed accounting standards are annexed to the
audited annual accounts for the year under review.
29. Acknowledgement
Your Directors wish to express their sincere appreciation and
gratitude to the Company''s bankers and all associates of the
Company including the clients of trading business for their
valuable cooperation and continued support. They are also
thankful to you for the trust you have reposed in the Board.
For and on behalf of the Board of Directors
T. B. Gupta Anupam Mehrotra
Date: 24/05/2024 Managing Director Whole Time Director
Place: New Delhi DIN: 00106181 DIN: 08608345
Mar 31, 2015
Dear Members,
Your Directors present the Twenty Sixth Annual Report of your Company
with the Audited Annual Accounts for the year ended 31st March, 2015.
1. Financial Results (Rs. in Lacs)
For the year For the year
ended 31st ended 31st
March,2015 March,2014
Total Income 225.27 257.25
Less: Total Expenditure 190.64 239.95
Less: Interest 0.53 2.46
Gross Profit/(loss) 34.10 14.84
Less: Depreciation 4.22 5.57
Less: Provision for Taxation (Net) 9.02 6.92
Other provisions 0.00 0.00
Net Profit after tax 20.86 2.35
Paid up Equity Share Capital 399.90 399.90
(excluding calls in arrears)
Reserves excluding revaluation reserve* 815.53 795.77
Earnings per share (Rs.) 0.52 0.06
* post adjustment for transitional provision for depreciation of fixed
assets of Rs. 1.10 lacs.
3. Dividend and Reserves
Due to inadequate profit, no dividend is recommended and no amount has
been transferred to the general reserve.
4. Directors and Key Managerial Personnel (KMP):
Following changes have occurred during the relevant year in the
composition of Board of Directors and Key Managerial Personnel of your
Company:
i) Directorate:
Shri M.P. Mehrotra resigned as Director w.e.f. 08.09.2014. Shri Gian
Vijeshwar resigned as Director w.e.f. 01.12.2014. Dr. (Mrs.) Sushma
Mehrotra was appointed as Director in casual vacancy caused by the
resignation of Shri M.P. Mehrotra on 12.02.2015 but due to her untimely
demise, she ceased to be director w.e.f. 09.04.2015.
Dr. (Mrs.) Neeraj Arora has been appointed as Additional Director on
29/05/2015. Her candidature for appointment as Director of the Company,
liable to retire by rotation has been proposed by a member. The Board
recommends her appointment as Director of the Company.
ii) Key Managerial Personnel
Shri T. B. Gupta was appointed Managing Director through Special
Resolution passed in previous Annual General Meeting on 27/09/2014 for
a period of three years w.e.f. 30/09/2014 and also receives
remuneration from the holding company i.e. VLS Capital Ltd.
Shri S. P. Singh was appointed as Chief Financial Officer w.e.f.
14/11/2014. Shri R. C. Pandey was appointed as Company Secretary w.e.f.
13/02/2014.
Further, Shri Anurag Bhatnagar - Director, will retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment. The Board recommends his re-appointment.
5. Contracts with Related Party
The summary of related party transactions has been disclosed under note
no. 27 annexed to the balance sheet of the Company as on 31/03/2015.
Disclosure in form no. AOC-2 is enclosed as Annexure-A to this report.
6. Annual Return Extract
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-B.
7. Corporate Governance and Compliance Certificate
Good governance practices stem from the dynamic culture and positive
mindset of the organisation. The Company is committed to meet the
aspirations of all of the stakeholders. Corporate Governance
encompasses a set of systems and practices to ensure that the Company's
affairs are managed in a manner which ensures accountability,
transparency and fairness in all transactions. The objective is to meet
stakeholders' aspirations and societal expectations. The essence of
Corporate Governance lies in promoting and maintaining integrity,
transparency and accountability in the management's higher echelons.
The revised clause 49 of the listing agreement stipulating
report on corporate governance is not applicable to the Company in
terms of SEBI Circular No CIR/CFD/POLICY CELL/7/2014 dated 15/09/2014.
Hence separate report on corporate governance has been dispensed with.
The Company, however, continues to follow the best corporate governance
practices.
8. Board Meetings
During the year ended 31/03/2015, 4 (Four) Board Meetings were held
with one meeting in every quarter on 28/05/2014, 13/08/2014,
13/11/2014, and 12/02/2015.
9. Composition of Audit Committee
As on 01/04/2014 the Audit Committee comprised Shri P. K. Sharan
(Chairman of the Committee) with Shri R. K. Goswami, Shri K. K. Soni,
Shri Priya Brat and Dr. S. Ramesh as members. Majority of the members
are Independent Directors including Chairman of the committee and
during the year ended 31/03/2015, 4 (Four) Audit Committee Meetings
were held with one meeting in every quarter on 28/05/2014, 13/08/2014,
13/11/2014, and 12/02/2015.
10. Composition of Corporate Social Responsibility Committee Since the
Company does not meet the criteria of applicability of provisions of
section 135 of the Companies Act, 2013, it is not required to comply
with provisions relating to Corporate Social Responsibility.
11. Evaluation of Board/Committees/Individual
The aim of the Board's evaluation was to assess the effectiveness of
the Board's/Committee's processes, composition and arrangement in order
to identify and realize any actions required to improve effectiveness.
Clause 49 of the listing agreement mandates that the Board shall
monitor and review 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 individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated. The
Board works with Nomination and Remuneration Committee to lay down the
evaluation criteria for the performance of executive/ non-executive /
independent directors through a peer-evaluation effectiveness survey.
The evaluation process comprised:
* Board, Committee and management information and other relevant
documentation
* Discussions with all Board directors, Committee members focusing on
aspects of the Board's and Committee's composition; strategy, risk and
controls; decision-making, roles and performance of the Chairman,
independent directors, executive directors and other non-executive
directors.
The evaluation concluded that the Board and its Committees were overall
effective and recommendations were provided to ensure that the Board
and its Committees remained fully effective as Corporate Governance
continues to advance and evolve.
Given the experience and qualifications of the Board members, the Board
did not consider it necessary to engage external persons to facilitate
the evaluation process. Most directors come from a corporate
environment and so they are accustomed to having their performance
regularly evaluated.
Board conducts on an annual basis an evaluation of the performance of
the directors. Making an annual assessment of whether each director has
sufficient time to discharge his/her responsibilities, taking into
consideration multiple Board representations and other principal
commitments. The Board also exercises an oversight of the training of
Board /Committee members.
12. Declaration by independent directors
Independent Directors of your company have complied with the relevant
provisions of the law relating to their appointment and they continue
to comply with the provisions of the Companies Act 2013 and the listing
agreement. No independent director has been appointed by a special
resolution by the Company, as all are in their first five year term.
13. Training of directors/independent directors
The directors are kept abreast of requisite information about business
activities of the Company and risks involved therein to enable them to
discharge their responsibilities in best possible manner. Further, at
the time of appointment, the Company issues a formal appointment letter
outlining his/her role, duties and responsibilities as a director. The
format of the letter of appointment is available on Company's website.
14. Directors Responsibility Statement
Pursuant to the provisions of Section 134(3) of the Companies Act,
2013, the Directors hereby confirm:
a. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2015, the applicable accounting standards have
been followed, along with proper explanation relating to material
departures;
b. that they have 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. that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the Annual Accounts for the financial year
ended 31st March, 2015 on a 'going concern' basis.
e. Internal Financial controls were adequate and effective.
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating
Disclosure relating to ratio of the remuneration of each director to
the median employee's remuneration is attached as Annexure C
15. Policies (weblink: www.saelltd.com)
The Board has approved following polices to facilitate operations and
achieving optimal performance:
A. Vigil Mechanism
Section 177 of the Companies Act, 2013 require every listed company to
establish a vigil mechanism for the directors and employees to report
genuine concerns in such manner as may be prescribed. The Company has
adopted the following policy for implementing Vigil Mechanism.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. Vigil (whistleblower)
mechanism provides a channel to the employees and directors to report
to the management concerns about unethical behavior, actual or
suspected fraud or violation of the code of conduct or policy. The
mechanism provides for adequate safeguards against victimization of
directors and employees to who avail of the mechanism and also provide
for direct access to the Chairman of the Audit Committee in exceptional
cases.
This policy applies to all directors and employees of the Company. All
directors and employees of the Company are eligible to make disclosures
under this Policy in relation to matters concerning the Company.
B. Nomination and Remuneration Policy Title:
This Policy shall be called 'Nomination and Remuneration Policy.'
Objective:
The provisions in the Companies Act, 2013 and corresponding provisions
in the revamped Clause 49 of the Listing Agreement have ushered Indian
corporate system in to a new era of Corporate Governance placing
onerous governance responsibilities on the shoulders of the Board of
Directors and Key Managerial Personnel of the Companies.
Section 178 of the Companies Act, 2013 and clause 49 of the Listing
Agreement provide the necessary legal impetus for companies to have a
policy and criteria for various matters like the remuneration of
directors, key managerial persons and other employees, training of
Independent Directors and performance evaluation of directors.
Considering this it is necessary to ensure quality of persons on the
Board of Directors of the Company as well as in the Key Managerial
personnel, as these are the persons who are entrusted with the
responsibility of policy formulation for, direction to and execution of
the business and operations of the Company.
Definitions:
Board means the Board of Directors of South Asian Enterprises Limited.
Company means South Asian Enterprises Limited .
Committee means Nomination and Remuneration Committee of Board of
Directors
Director means a person who has been appointed as such on the Board of
the Company and includes Executive as well as Non- Executive Directors.
Executive Director means a Director who is in the whole time employment
of the Company and includes a Managing Director as well as a Whole time
Director and Manager, if member of the Board.
Government includes Central Government as well as any of the State
Governments, any statutory authority, tribunal, board or a governmental
or semi-governmental authority or any authority or agency recognized by
the Government.
HR Department means the Human Resource Department of the Company.
HR Policy means the Policy of the Company defining the criteria and
process for the recruitment, training, appraisal etc. and dealing with
other matters concerning the employees of the Company.
Key Managerial Person means a person appointed as such by the Board
under Section 203 of the Companies Act, 2013.
Nomination & Remuneration Committee means the Committee of the Board
constituted as such under the provisions of Section 178 of the
Companies Act, 2013.
Non-Executive Director means a Director who is not in the whole time
employment of the Company and includes an Independent Director,
Promoter Director and Nominee Director.
Policy means this policy, as amended from time to time.
Contents
This Policy contains following:
a) Process for the selection and appointment of Directors and Key
Managerial Personnel;
b) Criteria for determining remuneration of the Directors, Key
Managerial Personnel and other employees of the Company;
c) Training of Independent Directors.
(I) Selection of Directors and Key Managerial Personnel
In case of Executive Directors and Key Managerial Personnel, the
selection can be made in either of the ways given below:
a) by way of recruitment from outside;
b) from within the Company hierarchy; or
c) Upon recommendation by the Chairman or other Director.
The appointment may be made either to fill up a vacancy caused by
retirement, resignation, death or removal of an existing Executive
Director or it may be a fresh appointment.
In case of Non-Executive Directors the selection can be made in either
of the ways given below:
a) by way of selection from the data bank of Independent Directors
maintained by the Government.
b) Upon recommendation by Chairman or other Director.
The appointment may be made either to fill up a vacancy caused by
resignation, death or removal of an existing Non-Executive Director or
it may be appointment as an additional director or an alternate
director.
(II) Qualifications. Experience and Positive Attributes of Directors
a) While appointing a Director, it shall always be ensured that the
candidate possesses appropriate skills, experience and knowledge in one
or more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical operations or
other disciplines related to the company's business.
b) In case of appointment as an Executive Director, the candidate must
have the relevant technical or professional qualifications and
experience as are considered necessary based on the job description of
the position. In case no specific qualification or experience is
prescribed or thought necessary for the position then, while
recommending the appointment, the HR Department shall provide the job
description to the Committee and justify that the qualifications,
experience and expertise of the recommended candidate are satisfactory
for the relevant appointment. In such circumstances, the Committee may,
if considered necessary, call for an expert opinion on the
appropriateness of the qualifications and experience of the candidate
for the position of the Executive Director.
c) In case of appointment as a Non-Executive Director, the candidate
must be a graduate or possess diploma or a professional qualification
in the field of his practice / profession / service and shall have not
less than five years of working experience in such field as a
professional in practice, advisor, consultant or as an employee,
provided that the Board may waive the requirements of qualification and
/ or experience under this paragraph for a deserving candidate.
d) The Board, while making the appointment of a Director, shall also
try to assess from the information available and from the interaction
with the candidate that he is a fair achiever in his chosen field and
that he is a person with integrity, diligence and open mind.
(III) Process for Appointment of Directors and Key Managerial
Personnel
(A) Process for the appointment of Executive Directors and Key
Managerial Personnel:
a) A proposal for the appointment of an Executive Director / Key
Managerial Personnel with such details as may be prescribed shall be
submitted for the consideration of the Committee. The proposal with
recommendation of committee will be placed before the Board.
b) The Board shall, based on the information available in the proposal
and recommendation of committee deliberate upon the necessity for
appointment, expertise, skill and knowledge of the candidate and
reasonableness of the remuneration.
c) The Board may call and seek the help of any other Company Official
including the recommended or a Key Managerial Personnel while
finalizing the appointment. The recommended shall not take part in the
discussion or voting on the appointment of a Key Managerial Personnel.
(B) Process for the appointment of Non- Executive Directors:
a) A proposal for the appointment of a Non-Executive Director with such
details as may be prescribed shall be submitted for the consideration
of the committee. The proposal with recommendation of committee will be
placed before the Board.
b) The Board, based on the information available in the proposal, shall
deliberate upon the necessity for appointment, integrity,
qualifications, expertise, skill and knowledge of the candidate.
(IV) Remuneration of Directors. Key Managerial Personnel and Other
Employees
a) While determining the remuneration of Executive Directors and Key
Managerial Personnel, the Board shall consider following factors:
i) Criteria / norms for determining the remuneration of such employees
prescribed in applicable statutory provisions and Company's internal
criteria for remuneration.
ii) Existing remuneration drawn.
iii) Industry standards, if the data in this regard is available.
iv) The job description.
v) Qualifications and experience levels of the candidate,
vi) Remuneration drawn by the outgoing employee, in case the
appointment is to fill a vacancy on the death, resignation, removal
etc. of an existing employee.
vii) The remuneration drawn by other employees in the grade with
matching qualifications and seniority, if applicable.
b) The determination of remuneration for other employees shall be
governed by the HR Policy.
c) The proposal for the appointment of an Executive Director / Key
Managerial Personnel shall provide necessary information in this regard
including recommendation of Committee to the Board in arriving at the
conclusion as to whether or not the remuneration offered to the
candidate is appropriate, reasonable and balanced as to the fixed and
variable portions (including the commission).
d) The remuneration payable to the Executive Directors, including the
Commission and value of the perquisites, shall not exceed the
permissible limits as are mentioned within the provisions of the
Companies Act, 2013.
e) The Executive Directors shall not be eligible to receive sitting
fees for attending the meetings of the Board or committees thereof.
f) The Non-Executive Directors shall not be eligible to receive any
remuneration /salary from the Company. However, the Non-Executive
Directors shall be paid sitting fees for attending the meeting of the
Board or committees thereof and commission, as may be decided by the
Board / shareholders from time to time.
The Non-Executive Directors shall also be eligible to receive
reimbursement of reasonable out-of-pocket expenses incurred by them for
attending the meetings of the Board, committees or shareholders,
including travelling and lodging & boarding expenses or such other
expense incurred by them regarding the affairs of the Company on an
actual basis.
g) The amount of sitting fee and commission payable to Non-Executive
Directors shall not exceed the limits prescribed therefor under the
provisions of the Companies Act, 2013.
Explanation: For the purposes of this Policy, Remuneration shall mean
the Cost to the Company and shall include the salary, allowances,
perquisites, performance incentive and any other facility provided or
payment made to the employee.
(V) Training of Independent Directors
The Company shall arrange to provide training to Independent Directors
to familiarize them with the Company, their roles, rights and
responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company etc.
The training may be provided in any of the ways given below:
a) By providing reading material to the Independent Director(s) giving
all relevant information about the Company, industry and the role of
Independent Directors.
b) An induction program devised for the Independent Director(s) wherein
structured training is provided to the Independent Director(s) either
exclusively or with other officials of the Company who are due for such
induction / training.
c) Such other manner as may be prescribed by applicable law or decided
by the Board.
Interpretation:
a) Any words used in this policy but not defined herein shall have the
same meaning prescribed to it in the Companies Act, 2013 or Rules made
thereunder, SEBI Act or Rules and Regulations made thereunder, Listing
Agreement, Accounting Standards or any other relevant legislation / law
applicable to the Company.
b) The reference to the male gender in the Policy shall be deemed to
include a reference to female gender.
c) In case of any dispute or difference upon the meaning /
interpretation of any word or provision in this Policy, the same shall
be referred to the Committee and the decision of the Committee in such
a case shall be final. In interpreting such term/ provision, the
Committee may seek the help of any of the officers of the Company or an
outside expert as it deems fit.
Amendments:
The Board of Directors shall have the power to amend any of the
provisions of this Policy, substitute any of the provisions with new
provisions or replace this Policy entirely with a new Policy
C. Anti-sexual harassment mechanism
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. All women employees
interalia (permanent, contractual, temporary, trainees) are covered
under this policy.
The Internal Complaints Committee is headed by woman Director on the
Board. There were no complaints received from any employee during
the year under review and no complaints were pending as on 31/03/2015.
16. Risk Management Policy
The Company has formulated a Risk Management Policy to ensure
appropriate risk management within its systems and culture. The Company
operates in a competitive environment and is generally exposed to
various risks at different times such as technological risks, business
risks, operational risks, financial risks, etc. The Board of Directors
and the Audit Committee of the Company periodically reviews the Risk
Management Policy of the Company so that the Management controls the
risk through properly defined network.
The Company has a system based approach to business risk management
backed by strong internal control systems. A strong independent
Internal Audit Function at the corporate level carries out risk focused
audits across all businesses, enabling identification of areas where
risk managements processes may need to be improved. The Board reviews
internal audit findings, and provided strategic guidance on internal
controls, monitors the internal control environment within the Company
and ensures that Internal Audit recommendations are effectively
implemented.
The combination of policies and procedures adequately addresses the
various risks associated with your Company's businesses.
17. Auditors
Statutory Auditors
The Auditors, M/s. Anil Pariek & Garg, Chartered Accountants, will
retire at the forthcoming Annual General Meeting. The Company has
received a certificate from the Auditors stating that they are
qualified under section 139 of the Companies Act, 2013 to act as the
Auditors of the Company, if appointed. Concurring with the
recommendation of the Audit Committee, the Board of Directors
recommends their appointment as Statutory Auditors for the next term.
The Board may also be authorised to fix their remuneration. In terms of
section 139 (2) read with Rule 6 of Companies (Audit and Auditors )
Rules, 2014 the present auditors can be appointed for two consecutive
terms of one year each starting from present proposal before being
subjected to compulsory rotation of Auditors.
Secretarial auditor
Ms. Pooja Gandhi, Practicing Company Secretary was appointed to conduct
the secretarial audit of the Company for the financial year 2014-15, as
required under section 204 of the Companies Act, 2013 and rules
thereunder. The Secretarial Audit Report submitted by Company Secretary
in Practice is enclosed as a part of this report as Annexure D.
18. Auditors' Report
The observations made by the Statutory Auditor in their report have
been adequately dealt with in the relevant notes on accounts and need
no further comments from the Directors. There is no adverse remark in
the report of Secretarial Auditor requiring comments from directors.
19. Listing
The shares of the Company are listed only at the BSE Ltd., (formerly
The Bombay Stock Exchange), Mumbai. The Company has paid the annual
listing fees for the financial year 2015-16 to the said stock exchange.
20. Deposits
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
21. Green Initiative in Corporate Governance:
As a continuing endeavor towards the Go Green Initiative, the Company
proposes to send future correspondence and documents like the notice
calling the general meeting, audited financial statements, directors'
report, auditors' report etc. in electronic form, to the email address
provided by the Members and made available to us by the Depositories.
Members who hold shares in physical form are requested to register
their e-mail addresses and intimate any change in e-mail id, with the
Company or with the Registrar & Share Transfer Agents, RCMC Share
Registry Pvt. Ltd. In respect of electronic holdings, members are
requested to register their e-mail addresses with the Depository
through their concerned Depository Participants. However, in case you
desire to receive Company's communication and documents in physical
form, you are requested to intimate us through email at
investordesk.sael@gmail.com. You may kindly note that as a Member of
the Company, you will be entitled to be furnished, free of cost, a
printed copy of the Annual Report of the Company, upon receipt of a
requisition from you, at any time.
Members are advised to convert their shares from Physical Form to
Dematerialized Form. Dematerialization of shares provides several
benefits to the shareholders. The transaction of shares can be carried
out quickly and in an easy way. Holding securities in Demat Form helps
the investors to get immediate transfer of securities. No stamp duty is
payable on transfer of shares held in Demat Form and the brokerage
involved is also lower. The incidence of non-delivery or bad delivery
and the risks associated such as forged transfers that occurs for the
shares when held in physical form is totally avoided. Further, the sale
and purchase of Company's shares through a stock exchange is possible
if the shares are held in dematerialized form only. Hence, members
holding in physical form can not sell the shares through stock exchange
unless the physical shares are converted in dematerialized form.
22. Subsidiary Company and Consolidated Statements
There being no subsidiary of the Company, no statement pursuant to
Section 129 (3) of the Companies Act, 2013 for the Financial Year
2014-2015 is required to be enclosed. Accordingly, there is no need of
consolidation of accounts.
23. Statutory Information
1. The information as required under Section 134(3)(m) if the
Companies Act, 2013 read with rules thereunder, with respect to
Conservation of Energy and Technology Absorption is enclosed as
Annexure E and forms part of this report.
2. There was no proposal during the year under review for buy back of
shares by the Company.
3. Your company has not made any investment or provided any loan or
guarantee exceeding the limits under section 186 of the Act, nor has it
issued equity shares with differential voting rights or has any scheme
of stock options for its employees. Hence no disclosure is required.
4. Company does not have any subsidiaries or associates in terms of
section 134 read with rule 8(1) of the Companies (Accounts) Rules,
2014.
5. Your company has not approved any scheme relating to provision of
money to be held in a trust for the benefit of the employees in terms
of section 67(3)(b)) of the Companies Act, 2013.
6. No revision of financial statements or boards report has been
made.(S.131(1))
7. No material orders were passed during the year under review
impacting the going concern of the status and operations of the
Company.
24. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Company's bankers, Kanpur Nagar Mahapalika, Lucknow Vikas
Pradhikaran and all associates of the Company including the clients of
trading business for their valuable cooperation and continued support.
They are also thankful to you for the trust you have reposed in the
Board.
For and on behalf of the Board of Directors
Date: 10/8/2015 P. K. Sharan T.B. Gupta
Place: New Delhi Director Managing Director
DIN: 00107048 DIN:00106181
Mar 31, 2014
THE MEMBERS
The Directors present the Twenty Fifth Annual Report of your Company
with the Audited Annual Accounts for the year ended 31st March, 2014.
1. Financial Results (Rs. in Lacs)
For the year ended For the year ended
31st March, 2014 31st March, 2013
Total Income 257.25 157.28
Less: Total Expenditure 239.95 153.99
Less: Interest 2.46 1.15
Gross Profit/(loss) 14.84 2.14
Less: Depreciation 5.57 10.32
Less: Provision for Taxation (Net) 6.92 (1.57)
Other provisions 0.00 1.72
Net Profit after tax 2.35 (8.33)
Paid up Equity Share Capital 399.90 399.90
(excluding calls in arrears)
Reserves, excluding revaluation reserve 795.77 793.42
Earnings per share (Rs.) 0.06 (0.21)
3. Dividend
Due to inadequate profit, no dividend is recommended.
4. Directors
Shri K. K. Soni and Shri S. C. Agarwal - Directors, will retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment. To enable the Company to obtain
their continued valuable direction, guidance and assistance in the
conduct of the affairs of your Company, the Board recommends their
re-appointment.
Your Board at its meeting held on 12th August, 2014, on the
recommendation of the Nomination and Remuneration Committee, has
recommended for the approval of the Members the appointment of Dr. B.
Venkataraman, Shri P. K. Sharan, Shri Priya Brat, Dr. S. Ramesh, Shri
S. V. S. Juneja, Shri R. K. Goswami and Shri Gian Vijeshwar as an
Independent Directors in terms of Sections 149, 152 read with Schedule
IV and all other applicable provisions of the Companies Act, 2013, and
Clause 49 of the Listing Agreement, with effect from the date of the
ensuing AGM of your Company. Your Board at the said meeting, on the
recommendation of the Nomination and Remuneration Committee, has
re-appointed Shri T. B. Gupta (aged about 74 years) as Managing
Director of the Company for next 3 years w.e.f. 30/09/2014 subject to
members'' approval by Special Resolution in terms of extant provisions
of the Companies Act, 2013 and that during his tenure he shall be
liable to retire by rotation in order to comply with provisions of
section 152 of the Companies Act, 2013.
Appropriate resolutions seeking your approval to the aforesaid
appointments are appearing in the Notice convening the 25th AGM of the
Company Dr. B. Venkataraman, Shri P. K. Sharan, Shri Priya Brat, Dr. S.
Ramesh, Shri S. V. S. Juneja, Shri R. K. Goswami and Shri Gian
Vijeshwar by virtue of being Independent Directors of your Company in
terms of the provisions of the Companies Act, 2013, will not be liable
to retire by rotation for the residual period of their respective terms
of appointment approved by the Members of the Company.
5. Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 with respect to Directors'' Responsibility Statement, the Directors
hereby state:
a. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
b. that they have 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. that they have taken proper and sufficient care for the maintenance
of proper accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the Annual Accounts for the financial year
ended 31st March, 2014 on a going concern basis.
6. Corporate Governance and Compliance Certificate
As the equity shares of the Company are listed with BSE, in terms of
Clause 49 of the Listing Agreement with Stock Exchange, requisite
compliance report on corporate governance along with the Auditors''
Certificate is enclosed with this Report as Annexure -1. In line with
the requirements of Clause 49 of Listing Agreement, the management
discussion and analysis is also provided in this Report.
7. Auditors
The Auditors, M/s. Anil Pariek & Garg, Chartered Accountants, will
retire at the forthcoming Annual General Meeting. The Company has
received a certificate from the Auditors that they are qualified under
section 139 of the Companies Act, 2013 to act as the Auditors of the
Company, if appointed. Concurring with the recommendation of the Audit
Committee, the Board of Directors recommends their appointment as
Statutory Auditors for the next term. The Board may also be authorised
to fix their remuneration. In terms of section 139 (2) read with Rule 6
of Companies (Audit and Auditors) Rules, 2014 the present auditors can
be appointed for three consecutive terms of one year each starting from
present proposal before being subjected to compulsory rotation of
Auditors.
8. Auditors'' Report
The observations made by the Auditors in their report have been
adequately dealt with in the relevant notes on accounts and need no
further comments from the Directors.
9. Listing
The shares of the Company are listed only at the BSE Ltd., formerly The
Bombay Stock Exchange, Mumbai. The Company has paid the annual listing
fees for the financial year 2014-2015 to the said Exchange.
10. Statutory Information
The information as required under the Companies (Disclosure of
Particulars in the Report of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is enclosed as
Annexure-2 and forms part of this report. The requisite Compliance
Certificate in terms of Section 383A of Companies Act, 1956 from a
Practicing Company Secretary is enclosed as Annexure- 3. There was no
proposal during the year under review for buy back of shares by the
Company.
11. Fixed Deposits
The Company has not accepted any fixed deposit, during the year under
review. Also, the Company has no plans to accept any deposits in
future.
12. Green Initiative in Corporate Governance:
As a continuing endeavor towards the Go Green Initiative, the Company
proposes to send future correspondence and documents like the notice
calling the general meeting, audited financial statements, directors''
report, auditors'' report etc. in electronic form, to the email address
provided by the Members and made available to us by the Depositories.
Members who hold shares in physical form are requested to register
their e-mail addresses and intimate any change in e-mail id, with the
Company or with the Registrar & Share Transfer Agents, RCMC Share
Registry Pvt. Ltd. In respect of electronic holdings, members are
requested to register their e-mail addresses with the Depository
through their concerned Depository Participants. However, in case you
desire to receive Company''s communication and documents in physical
form, you are requested to intimate us through email at
investordesk.sael@gmail.com. You may kindly note that as a Member of
the Company, you will be entitled to be furnished, free of cost, a
printed copy of the Annual Report of the Company, upon receipt of a
requisition from you, at any time.
Members are advised to convert their shares from Physical Form to
Dematerialized Form. Dematerialization of shares provides several
benefits to the shareholders. The transaction of shares can be carried
out quickly and in an easy way. Holding securities in Demat Form helps
the investors to get immediate transfer of securities. No stamp duty
is payable on transfer of shares held in Demat Form and the brokerage
involved is also lower. The incidence of non-delivery or bad delivery
and the risks associated such as forged transfers that occurs for the
shares when held in physical form at is totally avoided. Further, the
sale and purchase of Company''s shares through a stock exchange is
possible if the shares are held in dematerialized form only. Hence,
members holding in physical form can not sell the shares through stock
exchange unless the physical shares are converted in dematerialized
form.
13. Subsidiary Company and Consolidated Statements
There being no subsidiary of the Company, no statement pursuant to
Section 212 (1)(e) read with sub-section (3) of the said section of the
Companies Act, 1956 for the Financial year 2013-2014 is required to be
enclosed. Accordingly, there is no need of consolidation of accounts.
14. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Company''s bankers, Kanpur Nagar Mahapalika, Lucknow Vikas
Pradhikaran and all associates of the Company including the clients of
trading business for their valuable cooperation and continued support.
They are also thankful to you for the trust you have reposed in the
Board.
For and on behalf of the Board of Directors
Date: 12/8/2014 P. K. Sharan T.B. Gupta
Place: New Delhi Director Managing Director
Mar 31, 2011
DIRECTORS' REPORT TO THE MEMBERS
The Directors present the Twenty Second Annual Report of your Company
with the Audited Statement of Accounts for the year ended 31st March,
2011.
1. Financial Results (Rs. in Lacs)
For the year ended For the year ended
31st March. 2011 31st March, 2010
Total Income 198.52 135.94
Less: Total Expenditure 174.87 119.08
Less: Interest 1.52 0.36
Gross Profit/(loss) 22.13 16.50
Less: Depreciation 15.95 15.68
Less: Provision for Taxation (Net) 0.82 0.74
Other provisions 0.32 0.00
Net Profit after tax 5.03 0.08
Paid up Equity Share Capital 399.90 399.90
(excluding calls in arrears)
Reserves, excluding
revaluation reserve 809.52 804.49
Earnings per share (Rs.) 0.13 0.002
3. Dividend
Due to inadequate profit, no dividend is recommended.
4. Directors
During the year under review Shri Rakesh Babbar - Director of the
Company resigned from the directorship of the Company w.e.f. 26/7/2010.
The Board takes this opportunity to place on record its sincere
appreciation and thanks to Shri Rakesh Babbar for the valuable
contribution made by him during his tenure as Director.
Dr. B. Venkataraman, Shri S. V. S. Juneja, Shri K.K. Soni, and Shri S.
C. Agarwal - Directors, will retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment. To enable the Company to obtain their continued valuable
direction, guidance and assistance in the conduct of the affairs of
your Company, the Board recommends their reappointment.
5. Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 with respect to Directors' Responsibility statement, the Directors
hereby state:
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
b. that they have 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. that they have taken proper and sufficient care for the maintenance
of proper accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the annual accounts for the financial year
ended 31st March, 2011 on a going concern basis.
6. Corporate Governance and Compliance Certificate
As the equity shares of the Company are listed with BSE, in terms of
clause 49 of the listing agreement with Stock Exchange, compliance
report along with the Auditors' Certificate is provided in the
Corporate Governance section of this Report as Annexure -1. In line
with the requirements of clause 49 of listing agreement, the management
discussion and analysis is also provided in this Report.
7. Auditors
The tenure of the Statutory Auditors, M/s. Anil Pariek & Garg,
Chartered Accountants, will end at the forthcoming Annual General
Meeting scheduled to be held on 30th September, 2011. The Company has
received a Certificate from the Auditors that they are qualified under
Section 224 (1B) of the Companies Act, 1956 to act as the Auditors of
the Company, if appointed.
The Audit Committee in its meeting held on 28th May, 2011 had
recommended the re-appointment of M/s. Anil Pariek & Garg, Chartered
Accountants, as Statutory Auditors for the next term. The Board,
concurring with the Audit Committee's recommendation, recommends their
reappointment as the Statutory Auditors of the Company. The Board may
also be authorised to fix their remuneration.
8. Auditors' Report
The observations made by the Auditors in their report have been
adequately dealt with in the relevant Notes on Accounts and need no
further comments from the Directors.
9. Listing
The shares of the Company are listed only at the BSE Ltd., formerly The
Bombay Stock Exchange, Mumbai. The Company has paid the Annual Listing
fees for the financial year 2011 -2012 to the said Exchange.
10. Statutory Information
The information as required under the Companies (Disclosure of
Particulars in the Report of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is enclosed as
Annexure-2 and forms part of this report.
11. Fixed Deposits
The Company has not accepted any fixed deposit, during the year under
review. Also, the Company has no plans to accept any deposits in
future.
12. Subsidiary Company
There being no subsidiary of the Company, no statement pursuant to
Section 212 (1)(e) read with sub-section (3) of the said section of the
Companies Act, 1956 for the Financial year 2010-2011 is required to be
enclosed.
13. Consolidated Financial Statements
As stated above, there is no subsidiary of the Company, so there is no
need of Consolidation of accounts.
14. Group
Group for inter se transfer of shares under Clause 3 (e) of Securities
& Exchange Board of India (Substantial Acquisition of Shares &
Takeovers) Regulations, 1997;
a. Shri M. P. Mehrotra
b. Dr. (Mrs.) Sushma Mehrotra
c. Shri Somesh Mehrotra
d. Ms. Divya Mehrotra
e. Mrs. Sadhana Mehrotra
f. Ms. Daya Mehrotra
g. Shri Ramji Mehrotra
h. Mrs. Sushma Mehrotra
i. Gaurav Overseas Exports Pvt. Ltd.
j. Pragati Moulders Ltd.
k. M. P. Mehrotra (HUF)
I. VLS Capital Ltd.
m. VLS Finance Ltd.
n. VLS Securities Ltd.
o. VLS Asset Management Ltd.
15. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Company's bankers, Kanpur Nagar Mahapalika, Ayodhya Faizabad
Vikas Pradhikaran, Lucknow Vikas Pradhikaran and all associates of the
Company including the clients of trading business for their valuable
cooperation and continued support. They are also thankful to you for
the trust you have reposed in the Board.
For and on behalf of the Board of Directors
P.K. Sharan T.B. Gupta
Director Managing Director
Date : 13/08/2011
Place: New Delhi
Mar 31, 2010
The Directors present the Twenty First Annual Report of your Company
with the Audited Statement Accounts for the year ended 31st March,
2010.
I. Financial Results (Rs. in Lacs)
For the year ended For the year
ended
31st March. 2010 31st March. 2009
Total Income 135.94 162.85
ess ; Total Expenditure 119.08 125.09
ess : Interest 0.36 0.00
3ross Profit/(loss) 16.50 37.76
ess : Depreciation 15.68 32.92
ess : Provision for taxation (Net) 0.74 (5.71)
3ther provisions 0.00 (8.15)
sfet Profit after tax 0.08 18.70
aid up Equity Share Capital 399.90 399.90
excluding calls in arrears)
Reserves, excluding revaluation reserve 804.49 804.41
Earnings per share (Rs.) 0.002 0.47
Management Discussion and Analysis
Financial Review
Your Company recorded a total income of Rs.135.94 lacs during the year
under review compared to previous years figure of Rs. 162.85 Sacs. The
Company has posted a nominal net profit of Rs. 0.08 lacs as against the
profit of Rs. 18.70 lacs in the previous year. The reason for nominal
profit is a one time expenditure of Rs 10.69 iacs incurred by the
Company during the year under review. The marketing of earthing
products and execution of contracts for earthing and lightning
protection systems have made a significant contribution in the total
revenue of the Company. The Company has made good progress in this
segment and incoming years will witness better results as well.
The revenue from amusement parks continued to get the hit apparently
due to rising inflation. Although the Indian economy has started
looking up, per capita spending on entertainment in the region where
amusement parks are located continues to be on lower side. The
perception of common man on spending towards entertainment and
available disposable income in his hands remains the key factor for
revenue generation in amusement industry. Industry Structure and
Development
During the year under review, though there was uptrend in Indian
economy the growth has been rather slow in amusement industry at large.
Inspite of the growing interest of masses towards Malls and multiplexes
the subdued spending outlay on amusement by common man indicates
cautionary attitude for this activity. Inspite of such odds outlook for
the sector is encouraging with investments being made in the form of
theme parks, water parks, family entertainment centers, multiplexes,
interactive arcades, food bazaar and sports zones. Your Company intends
to make the best out of opportunities available vis-a-vis the means at
its disposal and the available options are being explored. Outlook,
risks and concerns
Due to rise in per capita income, the spending on amusement in India
has risen as compared to last decade. To retain the attraction of
amusement park and increase the footfalls, both disposable income per
person and constant innovation whether by inducting new rides or
promotional programs etc. are equally important. The increased cost due
to need for continuous innovation, maintenance expenditure and the
stiff competition from other sources of entertainment have put profit
margins of the industry under pressure. Further, imposition of 30%
entertainment tax on amusement parks by the government of Uttar Pradesh
had obligated the Company to increase entry fee accordingly which has
adversely impacted the foot fails. Your Company already operates on
thin margins as it needs to constantly upgrade itself by introduction
of new features and rides. But the high cost of rides and low revenue
inflow from parks pose additional challenge in this regard. Further,
due to relatively low per capita income in the regions where your
company operate amusement parks, entry costs have to be kept low to
keep the parks within the reach of masses that has further stressed the
cash flows. Your Company is monitoring the situation closely and is
exploring other viable sources of earning. The electrical engineering
segment viz. Earthing and lightning protection systems business
has responded well as the Company has executed orders to the customers
satisfactionincluding for some government departments. The power plants,
electronics and other hi-tech centers where earthing is significantly
important are target customers of Company apart from high rise
buildings, hotels and residential units. The management is going full
thrust to explore all possible areas in order to establish strong
foothold in this arena. Opportunities and threats
The Company is exposed to normal industry risks attributable to
respective segments. In order
to meet the challenge of sustaining itself inspite of thinning of
margins in amusement segment,
the strategy is to focus on increasing the volume of visitors,
exploring avenues for diversification
and accordingly measures are being initiated/ implemented. In
electrical engineering segment,
the Company uses the latest technology for earthing and lightning
protection installations
which are proven to give better results as compared to traditional
techniques. However, due
to relatively higher cost and lack of awareness about said technology
in target clients, there
is tough competition. To meet the challenge, the Company aims not only
to educate or spread
awareness about its product but also secure credentials from its
clients about its performance.
Adequacy of Internal Control Systems
The Company has in place a proper and adequate system of internal
control to monitor proper recording of transactions authorized
according to policies and procedures laid down by the Company. The
Company ensures that all regulatory guidelines are being complied with
at all levels,
The Audit Committee reviews the internal control mechanisms
periodically. Segment wise Performance The Companys venture of
dealing in earthing materials and lightning protection systems in
the electrical engineering segment has been catagorised under the head
"Trading" for the purpose of segment reporting in the Annual Accounts
for the year under review. Similarly, other income has been catagorised
under the head "Others". Segment wise, the entertainment sector
generated a revenue of Rs. 39.50 Lacs and the Trading segments revenue
amounted to Rs. 87.28 lacs during the year under review. The other
income accounted for Rs. 9.15 lacs. The segment of entertainment
incurred a loss of Rs. 35.24 iacs. However, the profit from trading
segment of Rs. 27.27 lacs coupled with other segments profit of Rs.
9.15 lacs culminated into profit before tax of Rs. 0.82 lacs after
adjusting for unallocables. Keeping in view the encouraging results
from Trading segment, in the current year, your Board is hopeful of
better performance.
Human Resource
The relationship with employees continued to be cordial during the
year. The Directors place on record their sincere appreciation to the
employees at all levels. In terms of the provisions of Section 217 (2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, there was no employee during the
year drawing remuneration more than the stipulated amount in the said
rules. The Company has a team of able and experienced industry
professionals. The number of employees on the Companys rolls stood at
37. Cautionary Statement
Statement in the "Management Discussion and Analysis" describing the
Companys projections, estimates, expectations or predictions may be
forward looking statements within the meaning of applicable laws and
regulations. Actual results could differ materially from those
expressed or implied. Important factors that would make a difference to
the Companys operations include changes in government regulations, tax
regimes, economic developments within the country and abroad and such
other factors.
3. Dividend
Due to inadequate profit, no dividend is recommended.
4. Directors
Shri Priya Brat was appointed as Director by the Board on 23/01/2009 in
the casual vacancy caused by the sad demise of Shri A. R. Gangal. As
per provision of section 262 of the Companies Act, 1956 Shri Priya Brat
will hold office upto the date Shri A. R. Gangal would have held it.
Accordingly the tenure of Shri Priya Brat will end on conclusion of
ensuing Annua! General Meeting. The Company has received a notice u/s.
257of the Companies Act, 1956 from a member alongwith requisite
deposit for proposing the resolution for appointment of Shri Priya Brat
as Director of the Company, liable to retire by rotation at the ensuing
Annual General Meeting of the Company. The Board recommends
appointments of Shri Priya Brat as Dirctor to have his valuable
guidance and assistance in conducting the affairs of the Company. Shri
P.K. Sharan, Dr. S. Ramesh and Shri R. K. Goswami - Directors, will
retire by rotation af the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment. To enable the Company to
obtain their continued valuable direction, guidance and assignee in the
conduct of the affairs of your Company, the Board recommends their
reappw"tment.
5. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act.
A356 with respect to Directors Responsibility statement, the Directors
hereby state.
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed along with proper". explanation relating to material
departures;
b. that they have 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. that they have taken proper and sufficient care for the maintenance
of proper accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the annual accounts for the financial year
ended 31st March, 2010 on a going concern basis.
6. Corporate Governance and Compliance Certificate
As the equity shares of the Company are listed with BSE, in terms of
clause 49 of the listing agreement with Stock Exchange, compliance
report along with the Auditors Certificate is provided in the
Corporate Governance section of this Report as Annexure -1. In line
with the requirements of ciause 49 of listing agreement, the management
discussion and analysis is aiso provided in this Report.
7. Auditors
The tenure of the Statutory Auditors, M/s. Anil Pariek & Garg,
Chartered Accountants, will end at the forthcoming Annual General
Meeting scheduled to be held on 18th September, 2010. The Company has
received a Certificate from the Auditors that they are qualified under
Section 224 (1B) of the Companies Act. 1956 to act as the Auditors of
the Company, if appointed. The Audit Committee in its meeting held on
27" May, 2010 had recommended the re-appointment of M/s. Anil Pariek &
Garg, Chartered Accountants, as Statutory Auditors for the next term.
The Board, concurring with the Audit Committees recommendation,
recommends their reappointment as the Statutory Auditors of the
Company. The Board may aiso be authorised to fix their remuneration.
8. Auditors Report
The observations made by the Auditors in their report have been
adequately dealt with in the relevant Notes on Accounts and need no
further comments from the Directors.
9. Listing
The shares of the Company are listed only at the Bombay Stock Exchange,
Mumbai. The Company has paid the Annual Listing fees for the financial
year 2010-2011 to the said Exchange.
10. Statutory Information
The information as required under the Companies (Disclosure of
Particulars in the Report of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is
enclosed as Annexure-2 and forms part of this report.
11. Fixed Deposits
The Company has not accepted any fixed deposit, during the year under
review. Also, the Company has no plans to accept any deposits in
future.
12. Subsidiary Company
There being no subsidiary of the Company, no statement pursuant to
Section 212 (1)(e) read with sub-section (3) of the said section of the
Companies Act, 1956 for the Financial year 2009- 2010 is required to be
enclosed.
13. Consolidated Financial Statements
As stated above, there is no subsidiary of the Company, so there is no
need of Consolidation of accounts.
14. Group
Group for inter se transfer of shares under Clause 3 (e) of Securities
& Exchange Board of India
(Substantial Acquisition of Shares & Takeovers) Regulations, 1997:
a. Shri M. P. Mehrotra b. Dr. (Mrs.) Sushma Mehrotra
c. Shri Somesh Mehrotra d. Ms. Divya Mehrotra
e. Mrs. Sadhana Mehrotra f. Ms. Daya Mehrotra
g. Shri Ramji Mehrotra g. Mrs. Sushma Mehrotra
i. VLS Capital Ltd. j. Gaurav Overseas Exports Pvt. Ltd.
k. Needle Eye Plastic
Industries Pvt. Ltd i Pragati Moulders Ltd.
m. M. P. Mehrotra (HUF) n. VLS Finance Ltd.
o. VLS Securities Ltd. p. VLS Investments Ltd.
q. VLS Asset Management Ltd. r. VLS Investments INC. Delaware USA.
15. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Companys bankers, Kanpur Nagar Mahapaiika, Ayodhya Faizabad
Vikas Pradhikaran, . Lucknow Vikas Pradhikaran and all associates of
the Company including the clients of trading business for their
valuable cooperation and continued support. They are also thankful to.
you for the trust you have reposed in the Board.
For and on behalf of the Board of Directors
Date: 26/07/2010 Dr. B.Venkataraman
Place: New Delhi Chairman
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