Sanmitra Commercial Ltd Directors Report.

To,

The Members of

Sanmitra Commercial Limited

Your Directors have pleasure in presenting Thirty Fifth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2019.

Financial Highlights

The business activities of the Company resulted the Net Profit after tax for the year ended 31st March, 2019 is Rs. 28,03,598 as compared to previous years Profit of Rs. 4,42,070. To conserve the resources the directors do not recommend any dividend.

State of Companys Affairs and Future Outlook

During the previous year, the Company has started business of Trading in Waste Paper and achieved Turnover of Rs. 461.26 Lakh and due to increasing import of the Waste Paper in India and non-receipt of payment from Debtors and due to increasing cost of transportation and unavailability of increased requirement of working capital, the business became difficult to continue for the Company.

Also high volatility of price variation in the prices of waste paper, increase in cheaper imports of waste paper from other countries and uncertainties of prices the management has decided to suspend the trading in waste paper. Further the liquidity crunch and tightening of financial market and no credit facilities the management has face the problem of delay in payment of supplier and blockage of fund with the supplies. Steps are taken to recover the same and clear the payment to supplier.

The Company is considering other suitable areas of business to diversify its activities.

Share Capital

The paid up equity capital as on March 31, 2019 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.

Extract of Annual Return

The extract of Annual Return, in format MGT 9, for the Financial Year 2018-19 has been enclosed with this report.

Number of Board Meetings

During the Financial Year 2018-19, 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 30/05/2018 4 4
02 14/08/2018 4 4
03 14/11/2018 4 4
04 14/02/2019 4 4
05 29/03/2019 4 4

Independent Directors Meeting

During the year under review, Independent Directors met on 14th February 2019, 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 not entered into any contract / arrangement / transaction with related parties which could be 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.

All related party transactions that were entered into during the financial year were on an arms length basis and pre-approved by the Audit Committee. The details of the transaction with Related Party are provided in the accompanying financial statement.

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. Suresh Jain Independent Director 30/12/2005 01869768
4. Mr. Prateek Gautam Chopra Independent Director 30/12/2017 07303755
5. Mrs. Jayshri Kishor Jain CFO 29/03/2019 AFTPJ4271Q
6. Mrs. Swati Jain Company Secretary 29/03/2019 AMCPJ6569K

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.

Mrs. Jayshri Kishor Jain and Swati Jain were appointed as CFO & Company Secretary respectively at the Board Meeting held on 29/03/2019 of the Company.

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.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014.

Audit Committee

The Audit Committee comprises Independent Director namely Mr. Suresh Jain (Chairman), and Non-Executive Directors Mr. Prakash B. Shah and Mr. Prateek Gautam Chopra (Non-executive Independent Director) as members. Recommendations, if any, made by the Audit Committee were accepted by the Board.

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. Suresh Jain (Non-executive Independent Director) as members. The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Stakeholders Relationship Committee

This Committee comprises of Mr. Suresh Jain (Chairman), and Non-Executive Directors Mr. Prakash B. Shah and Mr. Prateek Gautam Chopra (Non-executive Independent Director) as members. During the year ended 31st March, 2019, Investor Grievance Committee had four meetings. The Company during the year had not received any complaint and there were no pending complaint as on March 31, 2019.

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, 2019.

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 2018 -19.

AUDITORS

Statutory Auditors

The auditors M/s Laxmikant Kabra & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company for the period of five consecutive years in accordance with the provisions of the Companies Act, 2013 at the conclusion of Annual General Meeting held on 29th September, 2017. In terms of provisions of section 139 (1) of the Companies Act, 2013.

Auditors Report

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Amruta Kothari & 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. Neither the Auditors Report issued by M/s Laxmikant Kabra & Co. nor the Secretarial Audit Report issued by Amruta Kothari & Associates, for the financial year 2018-19 contain any qualification, observation or remarks on financial transactions or matters, which have any adverse effect on the functioning of the Company. The secretarial auditors, however, have in their report observed as follows:

• Non-compliance with the appointment of Managing Director or CEO or manager under section 203.

• INC-22A- Active form for the Company has not been filled.

• Non-Compliance with Filling of Form DPT-3

Management reply to the observation raised in the Secretarial Audit Report is as under:

• Mrs. Suman Shah has been appointed as CEO of the Company w.e.f. 20/04/2019.

• One of Directors of the Company has resigned from the Board of the Company and the respective form has been filed with ROC but still the name of the resigning director is showing on MCA and DIN of the director is not in approved status. Form INC-22A will be filed with MCA after resolution of aforesaid issue .

• Filing of Nil Return in DPT-3 is not compulsory.

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 2018-19 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, 2019, 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, 2019.

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 for safeguarding 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
Prakash Shah Suman Shah Jayshri Jain Swati Jain
Place: Mumbai (Director) (Director) (Chief Finance Officer) (Company Secretary)
Date: 30th August, 2019