To,
The Membersof
Sanmitra Commercial Limited
Your Directors have pleasure in presenting Thirty Ninth Annual Report together with the
Audited Accounts of the Company for the year ended 31st March, 2023.
Financial Highlights
| Particulars |
For the Year ended 31st March, 2023 |
For the Year ended 31st March, 2022 |
| Net Profit/ (Net Loss) Before Providing for Depreciation and Tax |
(4,22,947) |
(9,75,019) |
| Less: Depreciation |
(7,916) |
(7,644) |
| Profit/(Loss) after Providing for Depreciation and before tax |
(4,30,863) |
(9,82,663) |
| Add / (Less) Provision for: |
|
|
| A) Deferred Tax |
601 |
1,180 |
| B) Income Tax |
|
|
| C) Tax in respect of earlier year |
|
|
| Profit/(Loss) after Taxation |
(4,30,262) |
(9,81,483) |
The business activities of the Company resulted in Net Loss for the year ended 31st
March, 2023 is Rs. 4,30,262 as compared to previous years Loss of Rs.9,81,483.
State of Companys Affairs and Future Outbook:
The company during the year has not carried out any major business activity and the
management is also considering for diversification of business activities. However in
order to generate revenue to afford part of fixed expenses of the company, the management
has decided to utilize the surplus funds and deployed the same as temporary loans and
advances.
Dividend
In view of accumulated losses, your Directors did not recommend any dividend for its
equity shareholders.
Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Transfers to Reserves:
In view of accumulated losses, the Company was not required to transfer any amount to
the Reserves.
Share Capital
The paidup equity capital as on March 31,2023 was Rs. 1,10,00,000/- The Company has not
bought back any securities or issued any Sweat Equity shares or bonus shares or provided
any stock option scheme to employees during the year under review.
Details of Subsidiary / Joint Venture/Associates Company
Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/
Joint Venture and Associate Companies.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual
Return for the Financial Year ended March31,2023 is available on the website of the
Company.
Number of Board Meetings
During the Financial Year 2022-23, Five meetings of the Board of Directors of the
company were held. The date of the meetings of the board held is as under-
| Sr. No. |
Date of Meeting |
Total Strength of the Board |
No. of Directors Present |
| 01 |
30.05.2022 |
4 |
4 |
| 02 |
12.08.2022 |
4 |
4 |
| 03 |
01.09.2022 |
4 |
3 |
| 04 |
02.11.2022 |
4 |
4 |
| 05 |
11.02.2023 |
4 |
4 |
Independent Directors Meeting
During the year under review, Independent Directors met on 11th February
2023, inter-alia, to discuss:
• Evaluation of the performance of Non-Independent Directors and the Board as
whole.
• Evaluation of the performance of the Chairman of the Company, taking into
account the views of the Executive and Non-Executive Directors.
• Evaluation of the quality, quantity content and timeless of flow of information
between the management and the Board.
Particulars of Loan, Guarantees and Investments under Section 186
Complete details of Loan, Guarantee, Investment, Security covered under section 186 of
The Companies Act, 2013 as disclosed in the financial statement and notes there under.
Particulars of Contracts or Arrangements with Related Parties
During the year, the Company had entered into contract / arrangement / transaction with
related parties at arms length basis which could not considered material in accordance
with the policy of the Company on materiality of related party transactions, The Policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars
relating to the conservation of energy, technology absorption and the foreign exchange
earnings and out go are NIL.
Internal Control and System
Adequate internal controls, systems, and checks are in place, commensurate with the
size of the Company and the nature of its business. The management exercises financial
control on the Companys operations through monitoring and standard operating procedures.
Details of Directors and Key Managerial Personnel
| Sr. |
Name and Address |
Designation |
Date of Appointment DIN/PAN |
| 1. |
Mr. Prakash Shah |
Director |
12/12/2006 01136800 |
| 2. |
Mrs. Suman Prakash Shah |
Director& CEO |
26/03/2015 01764668 |
| 3. |
Mr. Prateek Gautam Chopra |
Independent Director |
30/12/2017 07303755 |
| 4. |
Mr. Himanshu Khatri |
Independent Director |
24/11/2020 08122263 |
| 5. |
Mrs. Jayshri Kishore Jain |
CFO |
29/03/2019 AFTPJ4271Q |
| 6. |
Mrs. Neha Kulkarni |
Company Secretary |
10/06/2021 BTFPK5729K |
In accordance with the provisions of the Act and the Articles of Association of the
Company Mr. Prakash Shah is liable to retire by rotation and being eligible offers himself
for re-appointment.
The Company has received Declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and under Regulations of the SEBI (LODR), Regulations, 2015.
Board Evaluation
Formal Annual evaluation has been made by the Board of its own Performance and that of
its Committees & Individual Directors during the meeting of Board of Directors and by
common discussion with concerned persons.
EMPLOYEES RELATIONS:
During the year under review, your Company enjoyed cordial relationship with employees
at all levels. MANAGERIAL REMUNERATION:
1. None of the Directors receive any remuneration nor receive any sitting fees.
2. There is no change in the remuneration of Key managerial Personnel or Director.
3. As on 31st March 2023, there were a total of 2 employees on the roll of the Company.
4. It is affirmed that the remuneration is as per the remuneration policy of the
company.
The Company do not have any Holding or Subsidiary Company and None of the Directors of
the Company are the Managing Director or Whole Time Director in the Associate Company.
Audit Committee
The Audit Committee has been reconstituted as per regulation 18 of SEBI(LODR)
regulations, 2015 & Section 177 of Companies Act, 2013 during the year as: Mr. Prateek
Gautam Chopra (Non-executive Independent Director/Chairman), Himanshu Khatri
(Non-executive Independent Director) and Mr. Prakash B. Shah(Non- Executive Directors)
Four Audit Committee Meetings were held during the year as below
| 30.05.2022 |
12.08.2022 |
02.11.2022 |
11.02.2023 |
Nomination& Remuneration Committee &Policy
In compliance with section 178 of the Act the Board has constituted "Nomination
and Remuneration Committee" which comprises Non-executive Directors namely Mr.
Prateek Gautam Chopra(Chairman), and Mr. Prakash B. Shah and Mr. Himanshu
Khatri(Non-executive Independent Director) as members.
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
Two Nomination and Remuneration Committee Meetings were held during the year as below:
Stakeholders Relationship Committee
This Committee comprises of Mr. Prateek Gautam Chopra(Chairman), Mr. Himanshu Khatri
(Non-executive Independent Director) and Mr. Prakash B. Shah (Non-executive Independent
Director) as members. During the year ended 31st March, 2023.
Two Stakeholder relationship Committee Meetings were held during the year as below:
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education and
Protection Fund as 31st March, 2023.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. No personnel had been denied access to the Audit Committee to
lodge their grievances.
Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition
& Redressal) Act, 2013
There were no complaints reported under the prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No Fraud reported / observed during the financial year 2022-2023
AUDITORS Statutory Auditors
Laxmikant Kabra & Co. LLP, Chartered Accountants (ICAI Firm Registration No.
117183W), on 29th September, 2022 the date of last AGM were re-appointed as
Statutory Auditors of the Company to hold office for a period of 5 years from the
conclusion of the 38th Annual General Meeting (AGM) of the Company till the
conclusion of the 42nd AGM of the Company to be held in the year 2027 to
examine and audit the accounts of the Company, on such remuneration as may be mutually
agreed upon between the Board of Directors of the Company and the Auditors."
Auditors Report
The Report of M/s Laxmikant Kabra& Co LLP (Formerly known as M/s. Laxmikant
Kabra& Co.) for the financial year 2022-2023 do not contain any qualifications,
observations or comments on the Financial transactions or matters which have any adverse
effect on the functioning of the Company, however following observation made by the
Auditor.
| Observation of Auditor |
Management Clarification |
| The company has given unsecured loans and advances to various parties which is not the
main object / core business activity of the company. |
The company during the year has not carried out any major business activity and The
management is also considering for diversification of business activities, however in
order to generate revenue to afford part of fixed expenses of the company, the management
has decided to utilize the surplus funds and deployed the same as temporary loans and
advances. |
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Pooja
Gandhi & Associates, Practicing Company Secretaries, Mumbai, in accordance with
Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as
Annexure II and forms part of this Report.
The Observation of Secretarial Auditor and management response is as follows:
| Observation of Auditor |
Management Clarification |
| The website of the Company could not be verified as was under maintenance during
audit. |
The website of the Company is under process of updation and due to some technical
glitches is inaccessible. |
Cost Auditors
Requirements of Appointment of Cost Auditors of the company are not applicable to the
company.
Stock Exchange
The Companys equity shares are listed at BSE Limited and the Annual Listing Fees for
the year 2022-23 has been paid.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable Ind-AS had been followed along with proper explanation relating to
material departures;
The directors had selected such accounting policies and applied them 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 as at 31st March, 2023.
b) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013
forsafeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
c) The directors had prepared the annual accounts on a going concern basis;
d) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
e) The proper internal financial controls are in place and that such internal financial
controls are adequate and are operating effectively.
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 effectively.
Acknowledgment
The Directors express their sincere appreciation to the valued shareholders, bankers,
professionals, clients and devoted employees for their support.
|
For and on behalf of the Board of Directors |
|
Sanmitra Commercial Limited |
|
Sd- |
Sd- |
|
Mr. Prakash Shah |
Mrs. Suman Shah |
| Place: Mumbai |
Director |
Director |
| Date: 19.08.2023 |
DIN: 01136800 |
DIN: 01764668 |
+91-9892691696
