Your Directors present the 34th Annual Report of your
Company with the Audited Annual Accounts for the year ended 31st March, 2023.
1. Financial Results |
|
(Rs. in Lakhs) |
|
For the year ended 31st
March, 2023 |
For the year ended 31st
March, 2022 |
Total Income |
64.11 |
50.81 |
Less: Total Expenditure |
87.42 |
82.73 |
Less: Interest |
.05 |
0.15 |
Gross Profit/(loss) |
(23.36) |
(32.07) |
Less: Depreciation |
1.18 |
1.08 |
Profit/ (loss) before tax |
(24.54) |
(33.15) |
Less: Provision for Taxation (Net) |
0.00 |
0.00 |
LIMITED Add: Deferred Tax |
(0.99) |
0.09 |
Net Profit/ (loss) after tax |
(25.53) |
(33.24) |
LIMITED Paid up Equity Share Capital |
399.91 |
399.91 |
LIMITED (excluding calls in arrears) |
|
|
Reserves excluding revaluation |
250.73 |
275.30 |
LIMITED reserve |
|
|
LIMITED Earnings per share (Rs.) |
(0.64) |
(0.83) |
2. Management Discussion and Analysis LIMITED Financial
Review
LIMITED Your Company recorded a total income of Rs. 64.11 lakhs
and
LIMITED has incurred a net loss of Rs. 25.53 lakhs during the year
under LIMITED review compared to previous year's income of Rs. 50.81 lakhs
LIMITED and net loss of Rs. 33.24 lakhs. The revenue in the segment
of the marketing of earthing products and execution of contracts for earthing and
lightning protection systems has increasedLIMITED to LIMITED Rs. 26.72 lakhs
i.e. by Rs.13.54 lakhs as compared to Rs. 13.17 lakhs in the previous year. The
Company's dealings in LIMITED earthing materials and lightning protection
systems including LIMITED installation in the electrical engineering segment have LIMITED
been categorised under the head "Trading" for the purpose of segment
reporting in the annual accounts for the year under review. LIMITED
Segment wise, the entertainment segment has not generated LIMITED any
revenue, LIMITED the Trading segment revenue was Rs. 26.72 lakhs and other income
accounted for Rs. 37.39 lakhs during the year under review. LIMITED
Industry Structure and Development LIMITED
Your Company had been able to execute the contracts awarded LIMITED to
it in the electrical engineering under the trading segment. LIMITED
The power utilities, LIMITED electronics and other hi-tech
centres, where earthing LIMITED is important, are its target customers apart from
high-rise buildings, hotels, residential units, etc. However, ENTERPRISES sustained
growth in this segment requires substantial capitalLIMITED ENTERPRISES infusion
which remains a major constraint. The Company isLIMITED closely monitoring the
current market scenario and economic ENTERPRISES situation in order to improve its
growth. LIMITED
ENTERPRISES In amusement park LIMITED segment, the Amusement
Park at ENTERPRISES Kanpur remained closed. LIMITED The operations of park
could not
ENTERPRISES resume because the lease of park had not been renewed
by LIMITED concerned authority inspite of vigorous follow up. However,
ENTERPRISES efforts are being made to resolve the matter at the
earliest. LIMITED
ENTERPRISES The lease of Lucknow Park had expired in September 2019
LIMITED and the Company after LIMITED shutting down operations there in ENTERPRISES
2019 had proposed to handover the park to authorities. The
ENTERPRISES matter is not yet settled. However, it is expected that
matter LIMITED ENTERPRISES might be resolved in near future. LIMITED
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 park 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
trading segment, dealing in earthing and lightning protection systems business has
garnered more revenue compared to previous year.
The Company has developed 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 16 as on 31/03/2023.
Cautionary Statement
Statement in the "Management Discussion and Analysis"
describing the Company's 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 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 spread of COVID-19 pandemic across India and the globe had
contributed to a significant decline in the economic activities. The amusement park
operations were closed due to non- renewal of lease of park at Kanpur. The operations in
trading of electrical goods was also affected due to slowdown
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 R. K. Goswami (DIN: 00106911) Independent Director had
left for his heavenly abode on 07/01/2023 and ceased to be the Director from the same
date. The Board places its appreciation for the valuable contribution made by Late Shri R.
K. Goswami during his tenure as Director.
Dr. R. L. Bishnoi (DIN: 00130335)-Independent Director, has resigned as
Director of the Company vide his letter dated 07/05/2022, stating other preoccupations as
reason for his resignation. The Board places its appreciation for the valuable
contribution made by Dr. R. L. Bishnoi during his tenure as Director. Shri Prem
Narain Parashar (DIN:09691343) was appointed as Independent Director w.e.f. 06/08/2022 for
the first term of 5 years which was approved by members in AGM held on 27/09/2022.
Shri Adesh Kumar Jain (DIN: 00512969) was appointed as Additional
Director in the category of Non-Executive, Independent Director by the Board on 13/02/2023
subject to requisite approvals. The Board recommends the appointment of Shri Adesh Kumar
Jain as Independent
Director forfirstterm of 5 years as set out in the notice convening
ensuing Annual General Meeting.
Shri Tej Bhan Gupta Director (DIN: 00106181) aged about 82 years
and Dr. (Mrs.) Neeraj Arora (DIN: 07191167) aged about 68 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 Board in its meeting held on
24th May, 2023 has re-appointed Shri Tej Bhan Gupta as Managing Director
of the Company w.e.f. 30/09/2023 for a period of 3 years subject to approval of Members.
The Board recommends his reappointment as Managing Director of the Company as set out in
the notice convening the ensuing Annual General Meeting.
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 (KMP')
During the year, there was no change in Key Managerial Personnel except
that Ms. Unnati Jani, Compliance officer resigned with effect from 17/12/2022 Mr. Vishesh
Jain was appointed as Compliance officer with effect from 13/01/2023.
Details of remuneration paid to the Directors during the financial year
ended 31/03/2023:
|
|
|
(Amount in Lakhs) |
Name of the Director |
Salary |
Perquisites |
Sitting fee |
Commission |
Total |
1 Shri Priya Brat |
N.A. |
N.A. |
1.08 |
N.A. |
1.08 |
2 Shri M. P. Mehrotra |
N.A. |
N.A. |
0.12 |
N.A. |
0.12 |
3 Shri K. K. Soni |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
4 Shri R. K. Goswami* |
N.A. |
N.A. |
0.76 |
N.A. |
0.76 |
5 Dr. (Mrs.) Neeraj Arora |
N.A. |
N.A. |
0.59 |
N.A. |
0.59 |
6 Shri Anupam Mehrotra |
5.60 |
N.A. |
N.A. |
N.A. |
5.60 |
7 Shri T. B. Gupta |
4.80 |
N.A. |
N.A. |
N.A. |
4.80 |
8 Dr. R. L. Bishnoi@ |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
9 Shri P. N. Parashar$ |
N.A. |
N.A. |
0.68 |
N.A. |
0.68 |
10 Shri Adesh Kumar Jain# |
N.A. |
N.A. |
0.17 |
N.A. |
0.17 |
* Died on 07/01/2023 @Resigned w.e.f. 07/05/2022 $ Appointed on
06/08/2022. # Appointed on 13/02/2023
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 has been disclosed under Note
No. 33.05 in the Financial Statements of the Company as on 31/03/2023.
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 2021-22 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 and 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 31/03/2023, 4 (four) Board meetings were held
in time in accordance with applicable regulations. The meetings were held on 30/05/2022,
06/08/2022, 12/11/2022, 13/02/2023.
Details of meetings attended by the Directors in the relevant period
are as below:
Name of the Director |
Whether Promoter/
Executive or Non- Executive/ Independent |
No. of Board
Meetings attended during F.Y. 2022-2023 and dates |
1 Shri T. B. Gupta |
Managing Director |
4 |
30/05/2022 |
|
|
|
06/08/2022 |
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
2 Shri K. K. Soni |
Non-Executive |
4 |
30/05/2022 |
|
|
|
06/08/2022 |
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
3 Shri Priya Brat |
Independent, Non- |
4 |
30/05/2022 |
|
Executive |
|
06/08/2022 |
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
4 Shri R.K. Goswami@ |
Independent, Non- |
3 |
30/05/2022 |
|
Executive |
|
06/08/2022 |
|
|
|
12/11/2022 |
5 Shri M. P. Mehrotra |
Non-Executive, |
1 |
12/11/2022 |
|
Promoter |
|
|
6 Dr. (Mrs.) Neeraj |
Non-Executive |
4 |
30/05/2022 |
Arora |
|
|
06/08/2022 |
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
7 Shri Anupam |
Whole time Director |
4 |
30/05/2022 |
Mehrotra |
|
|
06/08/2022 |
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
8 Shri Prem Narain |
Independent, Non- |
3 |
6/08/2022 |
Parashar* |
Executive |
|
12/11/2022 |
|
|
|
13/02/2023 |
9 Shri Adesh Kumar |
Independent, Non- |
1 |
13/02/2023 |
Jain** |
Executive |
|
|
10
Dr. R. L. Bishnoi# |
Independent, Non- |
0 |
- |
|
Executive |
|
|
@ Ceased as Director w.e.f. 07/01/2023 due to his demise * Shri Prem
Narain Parashar (DIN:09691343) was appointed as
Independent Director w.e.f. 06/08/2022 for the first term of 5 years
which was approved by members in AGM held on 27/09/2022.
**Shri Adesh Kumar Jain (DIN: 00512969) was appointed as an
Additional Director w.e.f. 13/02/2023 in the category of Independent
Director subject to requisite approvals.
# Resigned w.e.f. 07/05/2022.
10. Audit Committee
The Audit Committee as on 31/03/2023 comprised Shri Priya Brat -
Chairman, Shri Prem Narain Parashar, Shri K. K. Soni and Shri Adesh Kumar Jain. During the
year under review, Dr. R. L. Bishnoi resigned as Director w.e.f. 07/05/2022 and ceased to
be member of Audit committee from the same date. Shri R.K. Goswami ceased to be
:: member of Committee w.e.f. 07/01/2023 due to his demise. Shri Prem
Narain Parashar and Shri Adesh Kumar Jain were nominated on the committee by the Board on
06/08/2022 and 13/02/2023 respectively. Except as stated herein, there was no change in
constitution of Committee during the year under review. Two third of the members of the
Committee continue to be Independent Directors including its Chairman and during the year
ended 31/03/2023, 4 (Four) meetings of the Committee were held on 30/05/2022, 06/08/2022,
12/11/2022, 13/02/2023. 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:
Name of the Director |
Whether Chairman/ Member |
No. of meetings
attended during F.Y. 2022-2023 and dates |
|
|
|
30/05/2022 |
|
|
|
06/08/2022 |
1 Shri Priya Brat |
Chairman |
4 |
|
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
|
|
|
30/05/2022 |
|
|
|
06/08/2022 |
2 Shri K. K. Soni |
Member |
4 |
|
|
|
|
12/11/2022 |
|
|
|
13/02/2023 |
|
|
|
30/05/2022 |
3 Shri R.K. Goswami@ |
Member |
3 |
06/08/2022 |
|
|
|
12/11/2022 |
|
|
|
12/11/2022 |
Shri Prem Narain |
|
|
|
4 Parashar* |
Member |
2 |
13/02/2023 |
5 Shri Adesh Kumar Jain** |
Member |
0 |
- |
6 Dr. R. L. Bishnoi$ |
Member |
0 |
|
* Nominated on 06/08/2022 by the Board. ** Nominated on 13/02/2023 by
the Board.
@ Ceased to be member due to his demise on 07/01/2023. $ Resigned as
Director w.e.f. 07/05/2022.
11. Nomination and Remuneration Committee
The Nomination and Remuneration Committee as on 31/03/2023 comprised of
Shri Prem Narain Parashar - Chairman, Shri Adesh Kumar Jain with Shri Priya Brat,
and Dr. (Mrs.) Neeraj Arora as members of the committee. Shri Prem Narain Parashar and
Shri Adesh Kumar Jain were nominated on the committee by the Board on 06/08/2022 and
13/02/2023 respectively. During the year under review, Dr. R. L. Bishnoi resigned as
director w.e.f. 07/05/2022 and ceased to be member of Nomination and Remuneration
Committee from the same date. Shri R.K. Goswami ceased to be constituent of Committee
w.e.f. 07/01/2023 due to his demise. Shri P.N. Parashar was elected as Chairman of the
Committee on 13/02/2023 due to cessation of Shri. R.K. Goswami as Chairman of
Committee. 2/3rd of the members continue to be Independent Directors including
the Chairman of the Committee. During the year ended 31/03/2023, 3 (Three) meetings of the
Committee was held on 30/05/2022, 06/08/2022, 13/02/2023. 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:
Name of the Director |
Whether Chairman / Member |
No. of
Meetings attended during F.Y. 2022-2023 and dates |
1 Shri R.K. Goswami* |
Member |
2 |
30/05/2022 |
|
|
|
06/08/2022 |
2 Shri Priya Brat |
Member |
3 |
30/05/2022 |
|
|
|
06/08/2022 |
|
|
|
13/02/2023 |
3 Dr. (Mrs.) Neeraj Arora |
Member |
3 |
30/05/2022 |
|
|
|
06/08/2022 |
|
|
|
13/02/2023 |
4 Shri Prem Narain |
Chairman |
1 |
13/02/2023 |
Parashar$ |
|
|
|
5 Shri Adesh Kumar Jain@ |
Member |
0 |
- |
6 Shri R. L. Bishnoi** |
Member |
0 |
- |
* Ceased as member w.e.f. 07/01/2023 due to his demise. $ Nominated on
06/08/2022 by the Board.
@ Nominated on 13/02/2023 by the Board.
** Resigned as director w.e.f. 07/05/2022 and ceased to be member of
the Committee from that date.
12. Stakeholders Relationship Committee
As on 01/04/2022 the Stakeholders Relationship Committee comprised
Shri K. K. Soni - Chairman, Shri T. B. Gupta-Member and Shri R. K. Goswami -Member. During
the year ended 31/03/2023, 3 (Three meetings of the Committee were held on 26/04/2022,
21/12/2022 and 17/03/2023. There was no change in constitution of the Committee during the
year under review except cessation of Shri. R.K. Goswami as constituent of Committee due
to his demise.
Details of meetings attended by the Directors in the relevant period
are as below:
Name of the Director |
Whether Chairman/ Member |
No. of Meetings
attended during F.Y. 2022-2023 and dates |
1 Shri K. K. Soni |
Chairman |
3 |
26/04/2022 |
|
|
|
21/12/2022 |
|
|
|
17/03/2023 |
2 Shri T. B. Gupta |
Member |
3 |
26/04/2022 |
|
|
|
21/12/2022 |
|
|
|
17/03/2023 |
3 Shri R. K. |
Member |
2 |
26/04/2022 |
Goswami* |
|
|
21/12/2022 |
* Ceased as Director w.e.f. 07/01/2023 due to his demise and ceased to
be member of Committee from the same date.
There was no complaint pending as at end of 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 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 24/05/2023 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 and that all concerned are fully
committed to their tasks to ensure healthy corporate governance.
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 28/03/2023 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 31/03/2023, 1 (One) meeting of Independent Directors was
held on 28/03/2023.
Details of meeting of Independent Directors attended by the Independent
Directors in the relevant period are as below:
Name of the Director |
Whether Chairman / Member |
No. of
Meeting(s) attended during F.Y. 2022 -2023 and dates |
1 Shri Priya Brat |
Chairman |
1 |
28/03/2023 |
2 Shri Adesh Kumar Jain |
Member |
1 |
28/03/2023 |
3 Shri Prem Narain Parashar |
Member |
1 |
28/03/2023 |
4 Shri R.K. Goswami$ |
Member |
0 |
- |
5 Dr. R. L. Bishnoi# |
Member |
0 |
- |
# Dr. R. L. Bishnoi resigned as Independent Director w.e.f.
07/05/2022. $ Shri R.K. Goswami ceased to be Director of Company w.e.f.
07/01/2023 due to his demise.
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 a. That in the preparation of
the Annual Accounts for the financial year ended 31 st March, 2023, 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 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, 2023 on a going
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 31/03/2023. care for
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 ("AGM") held on
27/09/2022 for 2nd terms 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 the Company
for the Financial Year 2023-24.
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 24/05/2023, has re-appointed M/s S. Bansal & Associates, Chartered Accountants,
(FRN:002498N) as Internal Auditors of the Company for the Financial Year 2023-24.
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 24/05/2023 had reappointed M/s. A
Aggarwal & Associates- Company Secretaries
(COP No.: 7467) as Secretarial Auditors for the financial year 2023-24
who were also the Secretarial Auditors of the Company for the financial year 2022-23 in
compliance with Section 204 of the Companies Act, 2013 read with regulation 24A of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
22. Auditor's 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
2023-24 to the said
Stock Exchange and also paid Annual Custody Fees for the financial year
2023-24 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 Company had completed acquisition of 7359 equity Shares
constituting 60.34% stake in Chai Thela Pvt. Ltd. theireligibilitytocontinue as
StatutoryAuditors of (CTPL') on 23/08/2021 in accordance with the approval
accorded by the Board on 18/03/2021. Accordingly, from 23/08/2021 the CTPL became
subsidiary of the Company.
The consolidated financial results include the audited financial
results for the year ended 31/03/2023 of the CTPL.
For information pursuant to Section 129(3) of the Companies
Act, 2013 for the financial year ended 31/03/2023 in respect of the
subsidiary/associate companies, please refer to note no. 33.22 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
31/03/2023.
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 of the 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 P.N. Parashar -
Independent Director was appointed by a special resolution during the year under review in
the AGM held on 27/09/2022. 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. BSE Ltd. had imposed a penalty of Rs. 1,71,100/- on the
Company due to delay in submission of consolidated cash flow for quarter ended 30/09/2021
and the same had been paid by the Company on 23/03/2022. j. 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 Rule 8 (5) (XII) of Companies (Accounts) Rules, 2014 is not applicable
for the period under review. k. The Auditors have not reported any fraud in terms of
section 143(2) of the Companies Act, 2013 for the period under review.
l. 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, Kanpur Nagar Mahapalika 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 |
M. P. Mehrotra |
Date: 24/05/2023 |
Managing Director |
Director |
Place: New Delhi |
DIN: 00106181 |
DIN: 00016768 |
|