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
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
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.
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
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
* 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
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
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
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
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.''
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.
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
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
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.
This Policy contains following:
a) Process for the selection and appointment of Directors and Key
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
(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
(A) Process for the appointment of Executive Directors and Key
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
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
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
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.
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.
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
The combination of policies and procedures adequately addresses the
various risks associated with your Company''s businesses.
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.
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.
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.
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
email@example.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,
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
7. No material orders were passed during the year under review
impacting the going concern of the status and operations of the
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
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