Your directors have pleasure in presenting the 36th Annual Report on the business ofyour Company together with the Audited Statements of Accounts for the financial year ended31st March 2019.
1. FINANCIAL SUMMARY:
Your Company s performance during the year ended 31st March 2019 as compared to theprevious financial year is summarized as below: (Rs. In Lakhs)
|PARTICULARS ||Financial Year 2018-19 ||Financial Year 2017-18 |
|Revenue from operation ||2741.44 ||2375.47 |
|Other Income ||75.05 ||61.85 |
|Total income ||2816.49 ||2437.32 |
|Profit/(Loss) before Interest Depreciation and Tax ||(200.72) ||(16.20) |
|Finance Charges ||66.01 ||76.83 |
|Depreciation ||93.36 ||66.18 |
|Net Profit / Loss Before Tax (PBT) ||(360.09) ||(159.21) |
|Provision for Tax ||- ||- |
|Current Tax ||- ||- |
|Provision for earlier years ||- ||- |
|Deferred tax ||1.35 ||2.65 |
|Net Profit (PAT) ||(361.44) ||(161.86) |
2. TRANSFER TO RESERVES
The Company did not transfer any amount to the General Reserve for the Financial Yearended March 31 2019.
3. SHARE CAPITAL
During the year Company has allotted 4325000 equity shares to the promoters andnon-promoters. The paid-up equity share capital of the Company has been increased from Rs.112751000 to Rs. 156001000 /-. During the year under review the Company has notissued shares with differential voting rights sweat equity shares or Employee StockOptions.
On account of the losses your Directors do not recommend any dividend for the yearended 31st March 2019
. 5. DIRECTORS & KEY MANAGERIAL PERSONAL:
In accordance with the provisions of Section 152 of the Companies Act 2013 Shri.Pemmasani Ravichandra (DIN: 00627413) Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his reappointment for the consideration of the members of the company at theforthcoming annual general meeting. Brief details of Shri. Pemmasani Ravichandra has beenmentioned in the notice convening the Annual General Meeting at "Informationpursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/Re-appointment of Directors". The tenure of Shri. Pemmasani Veeranarayana (DIN:00644259) Managing Director expired on 4th March 2019. Taking in to consideration of hisrich experience and contribution to the Company and pursuant to the recommendation of theNomination and Remuneration Committee the Board of Directors of the Company subject tothe approval of the members at the ensuing Annual General Meeting passed a resolution on14th February 2019 approving the reappointment of Shri. Pemmasani Veeranarayana (DIN:00644259) as Managing Director of the Company for a further period of three years witheffect from 5th March 2019 to 4th March 2022. The tenure of Shri. Pemmasani Madhu Pratap(DIN: 00644254) Whole-Time Director expired on 31st July 2019. Taking in toconsideration of his rich experience and contribution to the Company and pursuant to therecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany subject to the approval of the members at the ensuing Annual General Meetingpassed a resolution on 30th May 2019 approving the reappointment of Shri. PemmasaniMadhu Pratap (DIN: 00644254) as Whole-Time Director of the Company for a further period ofthree years with effect from 01st August 2019 to 31st July 2022. In accordance with theprovisions of Section 152 160 and other applicable provisions of the Companies Act 2013Shri. Narayana Yadla (DIN: 02596053) who was appointed as the Additional Director of thecompany on 14th November 2018 and whose term of office expires at the ensuing AnnualGeneral Meeting being eligible offers himself for appointment. The Nomination andremuneration Committee and the Board of Directors of the company recommends hisappointment as the Independent Director of the company at the ensuing annual generalmeeting. Brief details of
Shri. Narayana Yadla (DIN: 02596053) has been mentioned in the notice convening theAnnual General Meeting at "Information pursuant to the Listing Regulations andSecretarial Standards in respect of Appointment/ Re-appointment of Directors".
In accordance with the provisions of Section 152 160 and other applicable provisionsof the Companies Act 2013 Shri. Rajesh Katragadda (DIN: 02727491) and whose term ofoffice expires at the ensuing Annual General Meeting being eligible offers himself forappointment. The Nomination and remuneration Committee and the Board of Directors of thecompany recommends his appointment as the Independent Director of the company at theensuing annual general meeting. Brief details of Shri. Rajesh Katragadda (DIN: 02727491)has been mentioned in the notice convening the Annual General Meeting at "Informationpursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/Re-appointment of Directors".
6. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent director under149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laiddown under section 149(6) of the Companies Act 2013.
7. MEETINGS OF THE BOARD
The Board met Seven times during the financial year 2018-19 viz. on 04.04.201828.05.2018 13.08.2018 14.11.2018 09.01.2019 14.02.2019 and 27.03.2019. The maximuminterval between any two meetings did not exceed 120 days.
8. STATUTORY AUDITORS:
In terms of Section 139 of the Companies Act 2013 ("the Act") and theCompanies (Audit and Auditors) Rules 2014 made thereunder the term of the presentStatutory Auditors of the Company M/s. SPC & Associates Chartered Accountants willbe expiring at the conclusion of the 36th Annual General Meeting of the Company. The Boardof Directors had at its meeting held on 14th August 2019 upon the recommendation ofAudit Committee have appointed of M/s. M M G S & Associates (Firm Registration No:010613S) Chartered Accountants as the Statutory Auditors of the Company to hold officefrom the conclusion of the thirty sixth Annual General Meeting until the conclusion of theforty-first Annual General Meeting. M/s. M M G S & Associates Chartered AccountantsHyderabad have confirmed that the appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013. Accordingly the appointment of M/s MM G S & Associates Chartered Accountants Hyderabad as the Statutory Auditors isbeing proposed as an Ordinary Resolution. The financial statements have been audited byM/s. SPC & Associates Chartered Accountants Statutory Auditors of the Company. TheBoard would like to place on record its appreciation to M/s. SPC & AssociatesChartered Accountants for giving their valuable insights and suggestions for the pastfive years and also wishes them all success in their endeavours.
9. AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by M/s. SPC &Associates. Chartered Accountants Statutory Auditors in their report for the FinancialYear ended 31st March 2019. The Statutory Auditors have not reported any incident offraud to the Audit Committee of the Company under sub-section (12) of section 143 of theCompanies Act 2013 during the year under review.
10. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Y C Narayana & Co. Chartered Accountants Vijayawada as the Internal Auditorsof your Company. The Internal Auditors are submitting their reports on quarterly basis.
11. SECRETARIAL AUDITORS:
M/s. P. S. Rao & Associates Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the financial year 2018-19 as requiredunder Section 204 of the Companies Act 2013 and Rule 9 there-under. The secretarial auditreport for F.Y. 2018-19 forms part of this Report as Annexure- I. 12. SECRETARIAL AUDITREPORT
There are no qualifications reservations or adverse remarks made by M/s. P. S. Rao& Associates Practicing Company Secretaries in their report for the Financial Yearended 31st March 2019 except those stated below: Qualification: There was a delay inappointment of Company Secretary pursuant to the provisions of Section 203 of theCompanies read with The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Reply: Despite the best efforts the management of the company wasunable to appoint a Company Secretary within the time limits as prescribed under Section203 of the Companies Act 2013.
13. RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy which includes theidentification therein of elements of risk which in the opinion of the board may threatenthe existence of the Company.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
15. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Company comprises the following Members
|Shri. B.P.Jetty ||- ||Chairman |
|Shri. Y Narayana ||- ||Member |
|Shri. K Rajesh ||- ||Member |
|Shri. A.R. Chowdary ||- ||Member (upto 31.03.2019) |
|Shri. P. Sugunamma ||- ||Member |
All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:
Information required under section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure- II.
17. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE MEMBERS OF THE BOARD AND COMMITTEES
One of the key functions of the Board is to monitor and review the board evaluationframework. The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of executive / non-executive / independentdirectors through a peer-evaluation excluding the director being evaluated through a Boardeffectiveness survey. The questionnaire of the survey is a key part of the process ofreviewing the functioning and effectiveness of the Board and for identifying possiblepaths for improvement. Each Board member is requested to evaluate the effectiveness of theBoard dynamics and relationships information flow decision-making of the directorsrelationship to stakeholders company performance company strategy and the effectivenessof the whole Board and its various committees on a scale of one to five. Feedback on eachdirector is encouraged to be provided as part of the survey. Independent directors havethree key roles governance control and guidance. Some of the performance indicators basedon which the independent directors are evaluated include: Ability to contribute byintroducing international best practices to address top-management issues Activeparticipation in long-term strategic planning Commitment to the fulfillment of adirector's obligations and fiduciary responsibilities; these include participation inBoard and committee meetings. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the SecretarialDepartment. The Directors expressed their satisfaction with the evaluation process.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
The Company has no subsidiaries as on 31st March 2019.
20. NOMINATION AND REMUENRATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters and to frame proper systems for identification appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in theinvestors section of the company s website.
21. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of the Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 if any are given in the notes to the financial statements pertainingto the year under review.
23. POLICY ON SEXUAL HARASSMENT:
The company has adopted policy on prevention of sexual harassment of women at workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended March 31 2019 the company hasnot received any complaints pertaining to sexual harassment.
24. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors confirm that:
i) In preparation of annual accounts for the financial year ended 31st March 2019 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2019 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) The Directors had prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
25. VIGIL MECHANISM:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are posted on the websiteof the Company www.sibarauto.com
26. RELATED PARTY TRANSACTIONS:
Related party transactions entered during the financial year under review are disclosedin Note No.34 of the Financial Statements of the Company for the financial year ended 31stMarch 2019. These transactions entered were at an arm s length basis and in the ordinarycourse of business. There were no materially significant related party transactions withthe Company s Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. Form AOC-2 containing the note onthe aforesaid related party transactions is enclosed herewith as Annexure III. ThePolicy on the Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company.
27. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure -IV. The annual return of the Company would be placed on thewebsite of the Company i.e. www.sibarauto.com.
28. STATE OF AFFAIRS OF THE COMPANY
The State of Affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this Report.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as
30. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance is herewith annexed as
31. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure- VII.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of Rs. 120 Lakhs or more or employeeswho are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.The Company does not have any employee who is employed throughout financial year or partthereof who was in receipt of remuneration in financial year under review which inaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole time director and holds by himself or along withhis spouse and dependent children not less than 2% of the equity shares of the Company.
32. HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company s vision. Your Company appreciates the spirit of itsdedicated employees.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no Material Changes and Commitments Affecting the Financial Position of theCompany.
35. ACKNOWLEDGMENT AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business associates for their consistent support and continued encouragement tothe Company. Further your Directors convey their appreciation for the whole hearted andcommitted efforts by all its employees. Your Directors gratefully acknowledge the ongoingco-operation and support provided by the Central and State Governments Stock ExchangesSEBI RBI and other Regulatory Bodies.
| ||By order of the Board of Directors |
| ||For Sibar Auto Parts Ltd |
|Sd/- ||Sd/- |
|Pemmasani Veeranarayana ||Pemmasani Madhu Pratap |
|Managing Director ||Whole-Time Director |
|DIN: 00644259 ||DIN: 00644254 |