To
The Members,
SAUMYA CAPITAL LIMITED
The Board of Directors hereby submits the Annual Report of business and operation of
the Company SAUMYA CAPITAL LIMITED, along with audited financial statement for year
ended March 31, 2020.
RESULT OF OUR OPERATION:-
| Particulars |
Current Year |
Previous Year |
|
31.03.2020 |
31.03.2019 |
| Revenue from Operations |
-- |
-- |
| Other Income |
-- |
11,11,967 |
| Total Revenue |
-- |
11,11,967 |
| Total Expenditure ( including Change in Inventories) |
43,93,689 |
8,84,858 |
| Profit Before Tax |
(43,93,689) |
2,27,109 |
| Less: Tax expense/ Deferred tax liability |
-- |
40,418 |
| Profit after Tax |
(43,93,689) |
1,86,691 |
| Earnings Per Share |
(0.69) |
0.04 |
OPERATIONS OVERVIEW
For the year ended 31st March, 2020, your Company has reported total revenue
was NIL and net profit after taxation is Rs. (43,93,689/-) as
compared to last years total revenue and net profit Rs. 11,11,967/- and Rs. 1,86,691/
respectively.
DIVIDEND:-
Your Directors do not recommend any dividend on equity share for the period ended 31st
March, 2020 considering the current position of the Company.
CHANGE IN THE NATURE OF BUSINESS:-
There are no changes in the nature of business during the year.
TRANSFER TO RESERVES:-
The Company has not transferred any amount to reserves.
SHARE CAPITAL:-
During the year Authorized Capital of the Company was 7,00,00,000/- (includes 70,00,000
Equity Share of Rs.10/- each) and paid up capital of the Company was Rs.
6,32,80,000/-(includes 63,28,000 Equity Share of Rs.10/- each). During the year under
review the Company has not issued shares with differential voting rights and sweat equity
shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
Appointment and Cessation of Directors
During the Year there are no any Appointment and Cessation of Any Director in the
Company.
Re-appointment
In accordance with Section 149, 150, 152 & other applicable provisions if any of
the Companies Act, 2013 Mr. Vitthal Kumar Jajoo (Din: 03245882), Director of the
company retires by rotation at the ensuing Annual General Meeting and being eligible to
offer himself for re-appointment. The Board of Directors recommends his re-appointment at
the ensuring Annual General Meeting.
CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION
During the year under review there is no change in Memorandum and Article of
Association of the Company.
BOARD MEETINGS
During the year under review, the Board of Directors duly met 5 (Five) times. The Board
meeting dates are 27.05.2019, 14.08.2019, 02.09.2019, 14.11.2019 and 12.02.2020.
DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is
hereby confirmed that:
i) That in the preparation of the annual accounts for the financial year ended 31st
March 2020, the applicable accounting standards have been followed and that there were no
material departures;
ii) That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of the affairs of the company at the end of the
financial year and of the profit of the company for the year under review;
iii) That 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,
for safeguarding the assets of the company and for preventing and detecting a fraud and
other irregularity.
iv) That the Directors have prepared the annual accounts for the year ended 31st
March 2020 on a "going concern basis."
v) That the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
vi) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that systems were adequate and operating
effectively.
DEPOSITS:-
During the year under review the 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.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:-
The Company does not have any Subsidiary or Joint Venture or Associate Company.
COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013 and Listing Regulations, the Company has
following Committees in place:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
CORPORATE SOCIAL RESPONSIBILITY:-
Section 135 of the Companies Act, 2013 is not applicable to the Company.
RELATED PARTY DISCLOSURES:-
During the year there was no contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-
Your Company has implemented adequate procedures and internal controls which provide
reasonable assurance regarding reliability of financial reporting and preparation of
financial statements. The Company also ensures that internal controls are operating
effectively.
VIGIL MECHANISM:-
The Company has put in place a ‘Whistle Blower Policy in compliance with the
provisions the Companies Act, 2013, other applicable laws and in accordance with
principles of good corporate governance.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
1992, as amended from time to time, the code of conduct for prevention of insider trading
and the code for corporate disclosures ("Code"), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the
interest of shareholders at large, to prevent misuse of any price sensitive information
and to prevent any insider trading activity by dealing in shares of the Company by its
Directors, designated employees and other employees.
The Company also adopts the concept of Trading Window Closure, to prevent its
Directors, Officers, designated employees and other employees from trading in the
securities of the Company at the time when there is unpublished price sensitive
information.
RISK MANAGEMENT POLICY:
The Company has in place to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. These are discussed at the
meetings of the Audit Committee and the Board of Directors of the Company. The Companys
internal control systems are commensurate with the nature of its business and the size and
complexity
POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:
Your Company has adopt the policy for the preservation of Documents and Archival of
Documents to ensure that all the necessary documents and records of the Company are
adequately protected and preserved as per the Statutory requirements.
POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements.
POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES
Your Company has adopt the determination of Materiality disclosure to ensure that the
information disclosed by the Company is timely transparent and continuous.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL), ACT 2013.
The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment 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 and Redressal), Act 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy
LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:
There are no loans, Guarantee and investments under section 186.
MATERIAL CHANGES AND COMMITMENTS:-
There have been no Material Commitments, affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to which
the Financial Statement Related and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:-
No such Orders have been passed by the Regulators/Court or Tribunals which can impact
the going concern status and Companys operation in future.
PARTICULARS OF EMPLOYEES:-
No Employee of the Company draws remuneration in excess of limit prescribed under
Section 197 read with Rule, 5 of The Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
EXTRACT OF ANNUAL RETURN:-
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as "Annexure I".
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT:-
As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance is not application to the Company. Management
Discussion Analysis Report is annexed herewith as "Annexure II".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-
a) Conservation of energy:
Since the company does not carry on any manufacturing Activities, the provision
regarding this disclosure is not Applicable
b) Technology absorption:
There is no specific area in which company has carried out any Research &
Development. No technology has been imported as the company does not carry on any
manufacturing activity
c) Foreign exchange earnings and Outgo
i. Foreign Exchange Earnings: NIL ii. Foreign Exchange Outgo : NIL
AUDITORS AND THEIR REPORT:
Statutory Auditors
With pursuant to the provisions of Section 139 and other applicable provisions, if any,
of the Companies Act, 2013 as amended from time to time or any other law for the time
being in force (including any statutory modification or amendment thereto or re-enactment
thereof for the time being in force), M/s Vishves A. Shah & Co., Chartered
Accountants (Firm Registration: 125356W) be and is hereby appointed as Statutory Auditor
of the Company to hold the office from the conclusion of this Annual General Meeting till
the conclusion of next Annual General Meeting, at such remuneration, in addition to
applicable taxes and reimbursement of out of pocket Expenses, as may be mutually agreed
between the Board of Directors and Statutory Auditors."
The Report given by the Auditors on the financial statements of the Company is part of
the Annual Report. The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report.
BOARD EVALUATION:-
The Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its Audit and
Nomination and Remuneration Committee.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment safeguarding the interest of the
Company etc. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in the Companies Act, 2013 and Listing Regulations.
CHANGE IN THE NATURE OF BUSINESS:-
The Company is working in the same Business line. During the financial year 2019-20,
the Company has not made any Changes in the Nature of its Business.
REMUNERATION POLICY:-
The company has adopted a remuneration policy of directors and senior management
personnel, detailing inter alia the procedure for director appointment and remuneration
including the criteria for determining qualification.
The policy ensures that (a) the level and composition of remuneration is reasonable and
sufficient to attract , retain , and motivate the directors of the quality require to run
the company successfully ; (b) relationship of remuneration to the performance is clear
and meets appropriate performance benchmarks; and (c) remuneration to directors and key
managerial personnel and senior management involves a balance fixed and incentive pay
reflecting short and long term performance objectives appropriate to the working of the
company and its goal. The policy has been approved by the nomination and remuneration
committee and the board.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134[3] of the Act read with Rule 8[3] of The Companies [Accounts]
Rules, 2014 to the extent the transactions took place on those items during the year.
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report.
ACKNOWLEDGEMENT:-
Your Directors place on record their sincere appreciation of the co-operation and
assistance extended by the bankers of the Company. They also place on record their
appreciation of the devoted services rendered by the Executives, Staff Members and Workers
of the Company.
The Director concludes this Report by placing on record their gratitude to all
shareholders, bankers and Govt. authorities for their continued support.
|
By Order of the Board of Directors |
|
Saumya Capital Limited |
| Date :07/09/2020 |
|
| Place :Ahmedabad |
|
|
Sd/- |
|
Vitthal Kumar Jajoo |
|
Director |
|
DIN: 03245882 |
+91-9892691696
