Sanmit Infra Ltd Directors Report

To,

The Members of Sanmit Infra Limited

Your directors have great pleasure in presenting the 24th Annual Report along with Audited Statement of Accounts and the Auditors Report of the company for the financial year ended 31st March 2024. The Company sustained a good performance during the FY 2023-24.

COMPANYS FINANCIAL HIGHLIGHTS AND PERFORMANCE

The key highlights of the financial performance/losses, as stated in the audited financial statements, along with the corresponding performance for the previous year are as under:

(Amount in Lakhs)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	9659.51	14239.64
Other Income	5.33	111.05
Total Income	9664.84	14350.69
Total Expenditure	9058.89	13683.46
Profit/(loss) before tax	605.95	667.24
Current Tax	159.26	150.45
Deferred Tax	-	-
Net Profit/Loss	446.69	516.79
Earnings Per Share ( in Rs)
Basic	0.28	0.33
Diluted	0.28	0.33

The Financial Statements of the company have been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the Act) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

The company discloses its financial results on a quarterly basis, which are subject to limited review, and publishes audited financial statements on an annual basis. The management of the company reviews and evaluates all its recently issued or revised accounting standards on an ongoing basis.

A key focus of the business is promoting and maintaining the operational quality of the products, a people-centric culture, and an effective technology system that enable us to optimize the performance of the company and thus offer and contribute to the companys growth. The company possesses the following competitive strengths:

• Well experienced and professional management team

• Strong customer proposition

• Operational quality

• People centric operational culture

• Effective technology system

PERFORMANCE OF THE COMPANY:

The total income for the financial year under review was Rs. 9664.84 Lakhs as compared to Rs. 14350.69 Lakhs in the previous financial year. The Profit before exceptional items and tax was Rs. 9058.89 Lakhs for the financial year under review as against Rs. 13683.46 Lakhs in the previous financial year. Profit after Tax for the year at Rs.446.69 lakhs as against Rs. 516.79 Lakhs in the previous financial year.

TRANSFER TO RESERVES

No amount is transferred to the Reserves in the financial year 2023-24.

DIVIDEND:

The Company has a good track record of rewarding its Shareholders with a generous dividend pay-out. In view of the strong operational and financial performance during the year under review, the Board of Directors is pleased to recommend a final dividend of Rs. 0.035/- per Equity Share of Rs. 1/- each for the Financial Year ended on March 31, 2024 subject to the approval of Members in the ensuing Annual General Meeting of the Company.

The Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships.

CHANGE OF MANAGEMENT OF THE COMPANY:

There is no Change in the Management of the Company.

CHANGE OF REGISTERED OFFICE:

There is no shifting of registered office during the financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year. The company is mainly into the following businesses:

1. Bio-medical and other waste management

2. Infra and Real Estate Development

3. Trading in Petroleum Products

DEPOSITS:

During the year under review, the Company has not accepted any deposits falling within the ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder. The requisite return for FY 2023-24 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed depositsas of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURECOMPANIES:

The Company has no subsidiary / associate / joint venture companies.

PARTICULARS OF LOANS TAKEN BY THE COMPANY:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

SHARE CAPITAL:

During the year there was no change in Paid up Capital of the Company and Authorized Capital of the company. The paid-up Equity Share Capital of the Company on 31st March, 2024 is Rs. 15,80,07,500/- and Authorized Capital is Rs. 16,00,00,000/-

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Composition

Pursuant to the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, the Board of Directors of the Company is duly constituted with optimum composition of the executive and non-executive Directors including independent woman director. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report. As on March 31, 2024, the board comprises of Eight (8) Directors out of which four (4) are Executive Directors and four (4) are Non Executive Independent Directors (including one Independent Woman Director).

As on the date of this Report, following are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act :

SR.NO.	NAME OF DIRECTOR	CATEGORY	DESIGNATION
1	Mr. Sanjay Kanayalal Makhija	Promoter, Executive, Managing Director	Managing Director
2	Mr. Haresh Kanayalal Makhija	Promoter,Executive Director	Whole-time Director
3	Mr. Kamal Kanayalal Makhija	Promoter, Executive Director	Whole-time Director
4	Mr. Dinesh Kanayalal Makhija	Promoter,Executive Director,Chief Financial Officer(CFO)	Whole-time Director & CFO
5	Mr. Sanjay Vishindas Nasta	Non Executive, Independent Director	Independent Director
6	Mr. Mohan Mallu Rathod	Non Executive, Independent Director	Independent Director
7	Mr. Ajay Nanik Chandwani	Non Executive, Independent Director	Independent Director
8	Mrs. Priyanka Hirendra Moorjani*	Non Executive, Independent Director	Independent Director
9	Mrs. Shazia Fatima Mohammed Karimuddin Shaikh**	Company Secretary and Compliance Officer	Company Secretary and Compliance Officer
10	Mrs. Sushama Anuj Yadav***	Company Secretary and Compliance Officer	Company Secretary and Compliance Officer

* Mrs. Priyanka Hirendra Moorjani was appointed as Director w.e.f. 21-04-2023.

** Mrs. Shazia Fatima Mohammed Karimuddin Shaikh resigned as Company Secretary and Compliance Officer w.e.f. 31.07.2023.

**** Mrs. Sushama Anuj Yadav was appointed as Company Secretary and Compliance Officer w.e.f. 14.08.2023.

Appointment/ Re-appointment

During the Financial Year 2023-2024, Mrs. Priyanka Hirendra Moorjani was appointed as an Additional Director by the Board with effect from 21st April, 2024 and appointed as a Non Executive Independent Director by members in 23rd Annual General Meeting dated 20th July, 2024 for a period of Five years.

Present Term of Mr. Dinesh Kanayalal Makhija (DIN: 00586498) Whole Time Director of the Company shall expire on August 26, 2024 your Directors in its meeting held on August 13, 2024, on the recommendation of Nomination and Remuneration Committee have considered his reappointment for the period of Three (3) years with effect from August 27, 2024. Your Directors recommend for your approval by way of Special Resolution at ensuing Annual General Meeting (AGM).

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder,Mr. Kamal Kanayalal Makhija (DIN : 00586617) Whole Time Director being longest in the office are liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Kamal Kanayalal Makhija, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

Key Managerial Personnel

During the year under review, Mrs. Shazia Fatima Mohammed Karimuddin Shaikh resigned from Post of Company Secretary and Compliance Officer of the Company with effect from 31st July, 2023.

Mrs. Sushama Anuj Yadav appointed as Company Secretary and Compliance Officer with effect from 14th August, 2023.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met Seven (7) times during the financial year, the details of which are as given below: The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Sr. No	Date
1	21/04/2023
2	29/05/2023
3	08/06/2023
4	13/06/2023
5	14/08/2023
6	11/11/2023
7	13/02/2024

CORPORATE GOVERNANCE :

Company is committed to maintain high standards of Corporate Governance to achieve business excellence and strengthen the confidence of all stakeholders. The Company constantly endeavours to create and sustain long-term value for all its stakeholders including, but not limited to, shareholders, employees, customers, vendors, suppliers, investors and the wider communities that we serve.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure-I hereto forming part of this report together with the requisite certificate from Ramesh Chandra Mishra & Associates, Practicing Company Secretary as stipulated under the Listing Regulations.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received Declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

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.

8. 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.

9. 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. Subsection (13) states that the provisions of retirement by rotation as defined in Subsections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.sanmitinfraltd.com.

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 -II forming part of the Annual Report.

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.

BOARD EVALUATION:

The 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, 2024, the Board consists of 8 members. Out of which Four Non-executive Independent Directors and Four Executive 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 Six Committees:

1) Audit Committee,

2) Nomination and Remuneration Committee,

3) Stakeholders Relationship Committee,

4) CSR Committee

5) Risk management Committee and

6) Business Responsibility and Sustainability Committee which the Board constituted for better corporate governance.

DISCLOSURE ON AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of the managements financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of Financial reporting.

COMPOSITION OF AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013.

During the Financial Year 2023-24, Five Audit Committee Meetings of the Board of Directors of Company held i.e. on 29th May 2023, 8th June 2023, 14th August 2023, 11th November 2023 and , 13th February 2024.

The table below provides the attendance of the Audit Committee Members:

S N	NAME OF DIRECTOR	POSITION	NO. OF MEETINGS
1	Mr. Sanjay Vishindas Nasta	Chairman	5 of 5
2	Mrs. Priyanka Hirendra Moorjani*	Member	5 of 5
3	Mr. Mohan Mallu Rathod	Member	5 of 5
4	Mr. Ajay Nanik Chandwani	Member	5 of 5

* Mrs. Priyanka Hirendra Moorjani appointed w.e.f. 21/04/2023

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration Committee.

The purpose of this Committee of the Board of Directors (The Board) shall be to discharge the Boards responsibilities related to nomination and remuneration of the Companys Executive/ Non-Executive Directors. The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for executive /non-executive directors.

Composition of nomination and remuneration committee under section 178 of the Companies Act, 2013 is as follows:

During the Financial Year 2023-24, Four Nomination and Remuneration Committee Meeting of the Board of Directors of Company held i.e. on 29th May 2023, 14th August 2023, 11th November 2023 and , 13th February 2024.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

S N	NAME OF DIRECTOR	POSITION	NO. OF MEETINGS
1	Mrs. Priyanka Hirendra Moorjani*	Chairman	4 of 4
2	Mr. Sanjay Vishindas Nasta	Member	4 of 4
3	Mr. Mohan Mallu Rathod	Member	4 of 4
4	Mr. Ajay Nanik Chandwani	Member	4 of 4

* Mrs. Priyanka Hirendra Moorjani appointed w.e.f. 21/04/2023

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 21 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

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.

DISCLOSURE ON STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has the mandate to review and redress shareholder grievances including complaints related to non-receipt of Securities/ Share certificates, non-receipt of balance sheet, non-receipt of declared dividends etc.

The committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Companys performance in dealing with investor grievances and its share transfer system.

Composition of stakeholders relationship committee under section 178 of the Companies Act, 2013 is as follows

During the Financial Year 2023-24, One Stakeholders Relationship Committee Meeting of the Board of Directors of Company held i.e. on 08th June, 2023.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

S N	NAME OF DIRECTOR	POSITION	NO. OF MEETINGS
1	Mr. Sanjay Vishindas Nasta	Chairman	1 of 1
2	Mrs. Priyanka Hirendra Moorjani*	Member	1 of 1
3	Mr. Mohan Mallu Rathod	Member	1 of 1
4	Mr. Ajay Nanik Chandwani	Member	1 of 1

* Mrs. Priyanka Hirendra Moorjani appointed w.e.f. 21/04/2023

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company have Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly, Sanmit Infra Limited works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance.

The internal and operational audit is entrusted to M/s. Manas Dash & Co for the Financial Year 2023-2024. The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee.

STATUTORY AUDITORS & THEIR AUDIT REPORT:

At the 23rd Annual General Meeting (AGM) of the Company held on July 20, 2023 Members had approved the re-appointment of M/S. PAMS & ASSOCIATES Chartered Accountants (Firm Registration No. (FRN: 316079E) as statutory Auditors of the Company for the second term from the conclusion of 23rd Annual General Meeting to the Conclusion of 28th Annual General Meeting to be held in the year 2028. The Auditors report on the Financial Statements for the year ended March 31, 2024, is unmodified and does not contain any qualification, adverse remark, disclaimer, reservation and notes thereto are self-explanatory and do not require any clarifications or explanations. The Auditors have not reported any fraud under section 143(12) of the Act and therefore no details are required to be disclosed under section 134 (3) (ca) of the act.

SECRETARIAL AUDITORS AND THEIR REPORT:

The provision of section 204 read with section 134(3) of the companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.: 5477 Certificate of Practice No. 3987) as the Secretarial Auditor of the Company for the year 2023-2024. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remark.The Secretarial Audit report is annexed herewith as Annexure-III to this Boards Report.

COST AUDITOR AND THEIR REPORT:

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s C. SAHOO & COMPANY, Cost Accountant (Membership No.: 18011)as the cost auditors of the Company (Firm Registration No. 100665) for the year ending March 31, 2024. Mr. Chandramani Sahoo have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY2024-25 as recommended by the Audit Committee and approved by the Board .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The particulars of every 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 including certain arms length transactions under third proviso thereto shall be disclosed in the Form AOC - 2 Annexed herewith as "Annexure IV" to this Report.

HUMAN RESOURCES MANAGEMENT:

The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and contributions made by employees at all levels during the year under review. The Company continues to focus on attracting new talent & help them to acquire new skills, explore new roles and realize their potential. Your director acknowledges and thanks employees for their continued contribution.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the requirements of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has duly constituted a Corporate Social Responsibility (CSR) Committee. The companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR activities undertaken by the company during the year and the CSR policy of the company is specified in Annexure- VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The contents of the CSR Policy as approved by the board are available on the website of the company and can be accessed through the web link at www.sanmitinfraltd.com. The details of the Corporate Social Responsibility Committee are given in the Corporate Governance Report which forms part of the Annual Report of the company

As per Section 135 of 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 previous financial year are required to constitute an appropriate Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom must be an independent director and such company shall spend at least 2 % of the average net profits of the Companys three immediately preceding financial year.

The company has a CSR committee consisting of:

SR. NO.	NAME OF MEMBERS	DESIGNATION
1	Mrs. Priyanka Hirendra Moorjani*	Chairman
2	Mr. Sanjay Vishindas Nasta	Member
3	Mr. Mohan Mallu Rathod	Member
4	Mr. Sanjay Kanayalal Makhija	Member

* Mrs. Priyanka Hirendra Moorjani appointed w.e.f. 21/04/2023

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.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continuous support to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards on Board Meetings and General Meetings issued by theInstitute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is annexed as Annexure-V and forms an integral part of this Report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount due to be transferred to the IEPF account.

ENVIRONMENT, HEALTH AND SAFETY

Your company ensures strict adherence to all legal standards, with a continued focus on conserving energy and water, increasing the share of green energy in total energy consumption, and reducing waste production. The management team is actively promoting a culture of safety throughout the organization and maintaining discipline through regular communication and training. The company conducts regular fire safety training and health check-ups for both permanent and contractual employees and workers. Plans are in place to further improve the well-being of the workforce, recognizing that safety culture is an ongoing journey. Additionally, we pledge to provide a secure and healthy work environment across all our offices and production facilities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted vigil mechanism in the form of Whistle Blower Policy for its Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Companys shares are listed.

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 31st March, 2024, 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 31st March 2024 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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

The Company has revisited the Internal Complaints Committee members and emphasised on the roles and responsibilities expected from the members. The Company continuously invests in enhancing the awareness and will make the Policy in future.

During the year under review, there was no complaint of discrimination and harassment including sexual harassment received by the committee.

MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Mr. Sanjay Kanayalal Makhija, Managing Director and Mr. Dinesh Kanayalal Makhija Chief Financial Officer, for the Financial Year 2023-24 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 24th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGMENTS:

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 of Directors
	For Sanmit Infra Limited
	Sd/-
	Sanjay Makhija
Place : Mumbai	(Managing Director)
Date : 13/08/2024	DIN: 00586770
REGISTERED OFFICE:
601, MAKHIJA ROYALE, 6TH FLOOR
S.V. ROAD, KHAR (W),
Mumbai-400052.
CIN : L70109MH2000PLC288648
Email : sanmitinfra@gmail.com
Website : www.sanmitinfraltd.com