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Directors Report of Sai Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twenty Third Annual Report of your Company and the Audited Statement of Accounts for the year ended on March 31, 2014.

The financial results of your Company for the year ended on March 31, 2014 are as follows:

2013-14 2012-13

Total Income (1.11) (0.42)

Profit/Loss before Depreciation and Tax (3.72) (3.56)

Depreciation 0.08 0.12

Profit/Loss before Tax (3.80) (3.68)

Provision for Income Tax (FBT) 0.00 0.00

Net Profit/Loss (3.80) (3.68)

Profit( )/Loss(-) brought forward (317.77) (314.09)

Accumulated Loss (321.56) (317.77)

PERFORMANCE:

The performance of your company remained stagnant during the year due to paucity of resources. Efforts are being made to augment the working capital of the Company.

DIVIDEND

Due to inadequacy of profits, your Directors do not recommend payment of dividend for the year under report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Industry Trends and Business Analysis Although the global economic scenario remains uncertain, general elections have provided a stable government at the centre. Capital Markets are likely to show positive movements, however, Crude oil prices remain elevated. High inflation continues to be a cause of concern and could pose a hindrance in reduction of interest rates. A change in investment sentiment will be the key to spurring growth. A favourable monsoon will act as a catalyst in promoting growth.

OPPORTUNITIES AND THREATS

Opportunities :The Company hopes to capitalise on its experience and expertise and report a better performance in the coming years.

Threats : There is severe competition in the financial services sector. Margins have been impacted with Public Sector Banks and large Private Sector Banks offering retail financial services. Small and mid-size NBFC''s have been marginalised.

Segment wise performance: The Company is engaged primarily in the business of Investments & Finance and accordingly there are no separate reportable as per Accounting Standard 17.

Future Prospects and Outlook: With retail financial services almost having been monopolised by Public & Private Sectors Banks, the Company will have to develop niche areas for itself and explore means to substantially increase its investible funds to participate in the growth of the economy. The Company is also looking to providing services to large corporates in India and abroad.

Risks and Concerns: The performance of the Company is very closely linked with the conditions of the economy (both domestic & global) and is also very sensitive to the fluctuations in the Capital Markets, interest rates fluctuations, inflation and credit risks.

Internal Control Systems and Their Adequacy: The Company has put in place an adequate system of internal controls which are monitored on a regular basis, commensurate with the nature of its business. All activities are monitored to prevent any unauthorised transactions or misuse of any assets. The Audit committee of the Board oversees and reviews the adequacy of internal controls at regular intervals. The Company has put in place a whistle blower policy.

Financial Performance: The Company reported a loss of Rs. 3.80 Lacs during the year under review as against a loss of Rs. 3.68 Lacs during the previous year. The paid up capital of the Company stood at Rs. 296.76 Lacs. The issued and subscribed capital is Rs. 300 Lacs.

Allotment money due but not received is Rs. 3.24 Lacs.

Human Resources: The management of the Company maintains cordial relations with the employees and considers human capital as one of the most valuable resources.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956;

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give 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 the year under review;

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing/processing, it is not in a position to undertake any measure for energy conservation or technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no income or expenditure in Foreign Exchange during this period.

DEPOSITS:

The Company has no public deposits and has neither invited nor accepted any deposit from the public during this period.

DIRECTORS:

Mrs. Juhi Singh, Director retires by rotation and being eligible, offers herself for reappointment. The Board recommends the appointment of Dr. S. M. Pathak and Mr. Harish Kumar as Non Executive, Independent Directors to hold office for 5 (five) consecutive years. Dr. S. M. Pathak and Mr. Harish Kumar shall not be liable to retire by rotation.

LISTING OF EQUITY SHARES:

The Equity Shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges. Your Company has paid the Listing Fee upto and including the financial year 2013-14 to BSE Limited. The pending listing fee due to Delhi and Chennai Stock Exchanges will be paid once the status of these stock exchanges is finalized.

EMPLOYEES:

During the year, there was no employee, whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956.

AUDITORS:

In accordance with the provisions of Companies Act, 1956, M/s. A K G & Co., Chartered Accountants, statutory auditors, retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received certificate from M/s. A K G & Co. to the effect that their appointment, if made, would be within the prescribed limit U/s 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGMENTS

Your Directors take this opportunity of expressing their gratitude to Indian Bank, Hauz Khas, New Delhi and all associates for the cooperation and assistance extended to your Company.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : NEW DELHI (DR. NIRAJ K. SINGH) DATED :May 30, 2014 Chairman & Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the Ninteenth Annual Report of your company and the audited Statement of Accounts for the year ended on March 31, 2010.

The financial results of your Company for the year ended on March 31, 2010 are as follows:



(Rs. in Lacs)

2009-2010 2008-2009

Total Income 57.08 0.16

Profit/Loss before Depreciation and Tax (0.75) (17.13)

Depreciation 0.23 0.07

Profit/Loss before Tax 39.54 (17.19)

Provision for Income Tax (FBT) 0.00 0.05

Net Profit/Loss 39.54 (17.24)

Profit(+)/Loss(-) brought forward (331.78) (311.84)

Accumulated Loss (292.24) (313.82)

PERFORMANCE: The performance of your company improved during the year. The working of the Company is expected to improve further once the ongoing efforts of the Management to forge strategic tie-ups fructify.

DIVIDEND : Due to inadequacy of profits, your Directors do not recommend payment of dividend for the year under report.

DIRECTORS RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained

by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies

Act, 1956;

i) that in the preparation of the annual accounts, the applicable accounting standards have been

followed; ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give 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 the year under review; iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the directors have prepared the annual accounts on going concern basis. CORPORATE GOVERNANCE A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

DISPUTE RELATING TO INCOME TAX: The appeal of the Company against the Quantum order of the HotVble I.T.A.T. is pending before the Honble Delhi High Court. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is not engaged in manufacturing/processing, it is not in a position to undertake any measure for energy conservation or technology absorption. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no income or expenditure in Foreign Exchange during this period. REVOCATION OF SUSPENSION IN TRADING OF SHARES The suspension in trading of the Shares of the Company was revoked by Bombay Stock Exchange Limited, Mumbai effective Dec. 24, 2009. DEPOSITS :The Company has no public deposits and has neither invited nor accepted any deposit from the public during this period.

DIRECTORS : Dr. S.M. Pathak retires by rotation and being eligible offers himself for reappointment. Mr. S. D. R. Chadha retires by rotation and does not offer himself for reappointment. The Company has received a notice u/s 257 of the Companies Act 1956 alongwith requisite deposit from a Member proposing the candidature of Mrs. Juhi Singh as Director of the Company.The Board has recommended the appointment of Mrs. Juhi Singh as Director retiring by rotation. LISTING OF EQUITY SHARES : The Equity Shares of your company are listed on Delhi, Mumbai and Chennai Stock Exchanges. Your company has paid the Listing Fee upto and including the financial year 2010-11 to the Bombay Stock Exchange Limited. The pending listing fee due to Delhi and Chennai Stock Exchanges is being reconciled with the respective Stock Exchanges and will be paid once the amount to be paid is determined.

EMPLOYEES : During the year, there was no employee, whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956.

AUDITORS : In accordance with the provisions of Companies Act, 1956, M/s. A K G & Co., Chartered Accountants, statutory auditors, retire at the conclusion of the Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received certificate from M/s. A K G & Co. to the effect that their appointment, if made, would be within the prescribed limit U/s 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGMENTS : Your Directors take this opportunity of expressing their gratitude to M/s. Sai Agencies Private Limited, Indian Bank, Hauz Khas, New Delhi and State Sank of India, JNU, New Delhi for the cooperation and assistance extended to your Company,



BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

PLACE: NEW DELHI (DR. NIRAJ K. SINGH)

DATED: 28TH MAY, 2010 Chairman & Managing Director

 
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