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Your Directors are pleased to present the 18th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Lacs)
|Particulars||Year Ended 31.03.2018||Year Ended 31.03.2017|
|Profit/loss before tax||5195440||1,984,916|
|Profit/(loss) for the year from continuing operations||5189551||1,983,433|
Income of the company from operations is of Rs. 559,984,365/-.Profit before tax is Rs. 5195440/- as compared to Rs. 1,984,916/- in previous year.
TRANSFER TO RESERVES:
Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.
In view of accumulated losses, your Directors did not recommend any dividend for the year.
The Company has not accepted/renewed any deposit within the meaning of Section 73 of the companies Act, 2013 and rules made there under from public or from the shareholders during the period under review.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure -I forming part of the Annual Report.
CHANGE OF REGISTERED OFFICE:
The company had applied for the change in the registered office of the company from Chennai to Mumbai and has received the approval for the same from Registrar of Companies.
The registered office of the company has been changed from Chennai to Mumbai.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year the board proposed to carry on the business of disposable of Medical Bio Waste(s) including as per guidelines issued Central , State Government of India and other statutory and private bodies for all Government and Private Hospitals, Health Clinics, Poly Clinics and Medical camps which generate bio medical - Hospital waste and which are to be disinfected and treated at source before disposal and Business Development, National Marketing, Sales, and Distribution of Microwave based disinfection Systems and the same was approved by the Board of Directors at their meeting held on 26th March, 2018 and approached
to the shareholders through postal ballot.
There was no change in the nature of business of the Company or any of its subsidiaries during the year. The company had applied for reduction of capital to the National Company Law Tribunal and the same was approved by the honble National Company Law Tribunal on 30th June, 2017.
The Company already reduced the capital as per the scheme of reduction to Section 100 of Companies Act 1956 and/or Section 66 other applicable provisions, if any, of the Companies Act, 2013, Articles of Association of the Company and subject to confirmation/approval by the High Court* having appropriate Jurisdiction, the Subscribed and Fully Paid-up Share Capital of the Company shall stand reduced from Rs. 98,984,000/- (Rupees Nine crore eighty nine lacs Eighty four Thousand Only)divided into 9,898,400 (Ninety Eight Lacs ninety-eight Thousand four hundred) fully paid up Equity Shares of Rs. 10/- (Rupees Ten Only), to Rs. 14,847,600/- (One Crore Forty Eight Lacs Fourty Seven Thousand Six Hundred only) divided into 1,484,760 (Fourteen Lacs Eighty-four Seven Hundred Sixty) Equity Shares of Rs. 10/- (Ten only) each.
The application for listing of new shares on account of reduction of capital pending for disposal before Stock Exchange. Hence, the trading of shares temporarily under hold by the stock exchange for procedural reason.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, there were no material changes and commitments affecting the financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 read with applicable rules, provides that independent directors shall hold office for a term up to five consecutive years on the board of a company; and shall be eligible for reappointment on passing a special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 8 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not promoters of the Company or its holding, subsidiary or associate company;
2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 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. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
The Board approved the evaluation results as collated by the Nomination and Remuneration Committee. PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2018, the Board consists of 6 members. Out of which one is the Managing Director, two non executive directors three are Independent Director. The Women Director is also one of the Independent director.
The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Four Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings of the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31stMarch, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) That the Directors have 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 affairs of the Company at the end of the financial year and of the profit and 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.
(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.
(vi) 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.
RISK MANAGEMENT POLICY:
Sanmit Infra Limited is exposed to risks such as liquidity risk, Interest rate risk, Credit risk and Operational risk that are inherent in the construction cum infrastructure businesses and has extended the scope in the petroleum business.
The infrastructure and realty segment presently witnessing down trend. The Company decides to follow the infrastructure and government sponsored projects in future as well as petroleum business.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations
of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.
The Auditor, M/s. K.M. Tapuriah & Co. - Chartered Accountants, retire at the ensuing Annual General Meeting and are not eligible to be re-appointed due to expiry of the maximum permissible tenure as the Auditors of the Company. In place of the retiring auditors , M/s. Pams & Associates Chartered Accountants (Firm Registration No. 316079E) are appointed as the auditors of the Company for a period of 5 years ,subject to ratification at every AGM till the conclusion of the 23rd Annual General Meeting.
In terms of the first proviso to Section 139(2) (b)of the Companies Act, 2013, No Listed company or company belonging to such class or classes of company as prescribed shall appoint or re-appoint an audit firm as auditor for more than Two Term of five consecutive year.
In this regard, the Company has receive class or d a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y 2017-18 is Annexure-II to this Boards Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2018-19.
SIGNIFICANTAND MATERIALORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Companys website.
All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were no contract where in the related parties are interested.
In accordance with the provisions of the Companies Act, 2013, the details of related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m. to 2 p.m. on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
PREFERENTIAL ISSUE AND ALLOTMENT OF 85,15,240 EQUITY SHARES OF FACE VALUE OF RS 10/- EACH THE COMPANY TO PROMOTER AND NON-PROMOTER(S):
Pursuant to the provisions of Section 42 & 62 and other applicable provisions, if any, of the Companies Act, 2013,as amended ("Companies Act") read Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, as amended from time to time, and various rules, regulations, circulars, press notes, clarification issued by the Securities and Exchange Board of India, including but not restricted to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("SEBI ICDR Regulations"), and subsequent amendments thereto, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and amendments thereto, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable rules, regulations and guidelines of the Securities and Exchange Board of India ("SEBI") ("SEBI Regulations"), the Reserve Bank of India ("RBI") and the stock exchanges where the shares of the Company are listed ("Stock Exchanges") and enabling provisions of the Memorandum and Articles of Association of the Company and the listing agreements entered into between the Company and the Stock Exchanges and subject to requisite approvals, consents, permissions and/or sanctions of the appropriate statutory authorities ,if any, and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions, and/or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise one or more of its power including the powers conferred hereunder), the Board be and is hereby authorized to create, offer, issue and allot up to 85,15,240 equity shares of face value of Re. 10/- each ("Equity Shares") fully paid up, for cash, at such price (including premium) being not less than Rs.10/- each or the price determined in accordance with Chapter VII of SEBI ICDr Regulations, on a preferential basis to the promoter(s) whichever is higher in one or multiple trances and on such terms and conditions and in such manner, as the Board may think fit and proper and in its absolute discretion.
In accordance with the provisions of Chapter VII of the SEBI ICDR Regulations, the "Relevant Date" for the purpose of calculating the floor price for the issue of 85,15,240 equity shares is 30th august,2018 which would be the date falling 30 days prior to the date of this Annual General Meeting and the floor price as calculated as per ICDR Regulation 2009 is of Rs. 10/- (Rupees Ten only) i.e Preferential allotment of equity shares to Promoter group 56,80,733 at a face value of Rs. 10/- each and Non-Promoter group 28,34,507 at a face value of Rs. 10/- each, aggregating to 85,15,240 equity shares at a face value of Rs.10/-.
CORPORATE SOCIAL RESPONSIBILITY:
As per the Companies Act, 2013 all companies having net worth of 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a appropriate corporate social responsibility CSR Committee of the Board of Directors comprising there or more directors, atleast one of whom an independent director and such company shall spend atleast 2 % of the average net profits of the Compnays three immediately preceding financial year,
The Company presently does not with any of the criteria stated herein above
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-III.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under regulation 27 of the Listing Agreement with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure-IV to this Boards Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology.
During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.
INSURANCE OF ASSETS:
All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.
By Order of Board
For Sanmit Infra Limited
Place: Mumbai (Managing Director)
Date : 29th May, 2018