To
The Members,
Sarvamangal Mercantile Company Limited
Your Directors have pleasure in presenting the 40th Annual Report of the Company
together with the Audited Financial Statement(s) of the Company for the year ended March
31, 2023.
1. Financial Summary: (Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Gross Profit/Loss |
70.20 |
65.02 |
| Deduction there from: |
|
|
| Finance Cost |
30.42 |
38.65 |
| Depreciation & amortization expenses |
|
- |
| Profit (Loss) before tax |
39.78 |
26.37 |
| Taxation |
|
|
| Current Tax |
19.59 |
6.64 |
| Current Tax relating to earlier year |
(2.87) |
(1.01) |
| Profit(Loss) after tax |
23.06 |
20.74 |
2. Financial Performance
Total Income for the year ended March 31, 2023 amounted to Rs. 155.33 lakhs as against
Rs. 91.29 lakhs in the previous Financial Year. Net Profit for the year under review was
Rs. 23.06 lakhs as against Net Profit Rs. 20.74 lakhs in the previous Financial Year.
3. Dividend
Your Directors do not recommend any dividend for the Financial Year 2022-23.
4. Change in Registered Office Address
During the year under review the Company has shifted its registered office from No. 2
Mohata Bhavan, Off. Dr E Moses Road, Worli, Mumbai 400018 to 1076, Dr E Moses Road, Worli,
Mumbai 400018.
5. Number of Board Meetings:
During the year March 31, 2023, Five (5) Meeting of the Board were held on the
following dates: (i) 27th May, 2022
(ii) 09th August, 2022
(iii) 14th November, 2022
(iv) 01st December, 2022
(v) 14th February, 2023
6. Details of Committees of the Board:
At present, the Board has following two (2) Committees:
- Audit Committee and
- Nomination and Remuneration Committee.
a) Audit Committee
The constitution, composition, terms of reference, role, powers, rights, obligations of
Audit Committee are in conformity with the provisions of Section 177 and all other
applicable provisions of the Companies Act, 2013, read with the Companies (Meetings of
Board and its Powers) Rules, 2014.
The Audit Committee consists of the following Members as on March 31, 2023:
| Name |
Designation |
Non-Executive/Independent |
| Mr. Prakash Sharma |
Chairman |
Independent Director |
| Mr. Rajive Bafna |
Member |
Independent Director |
| Mr. Adarsh Somani |
Member |
Non-Executive Director |
The Audit Committee has adequate powers and detailed terms of reference to play an
effective role as required under Section 177 of the Companies Act, 2013, which inter alia
include overseeing financial reporting processes, reviewing periodic financial results,
financial statements and adequacy of internal control systems with the Management,
approval of related party transactions, recommendation of appointment and remuneration of
Auditors of the Company and etc.
During the year ended March 31, 2023, Four Meetings of the Audit Committee were held on
following dates:
(i) 27th May, 2022
(ii) 09th August, 2022
(iii) 14th November, 2022
(iv) 14th February, 2023
b) Nomination and Remuneration Committee
The constitution, composition, terms of reference, role, powers, rights, obligations of
Nomination and Remuneration Committee are in conformity with the provisions of Section 178
and all other applicable provisions of the Companies Act, 2013, read with the Companies
(Meetings of Board and its Powers) Rules, 2014.
The Nomination and Remuneration Committee consists of the following Members as on March
31, 2023:
| Name |
Designation |
Non-Executive/Independent |
| Mr. Prakash Sharma |
Chairman |
Independent Director |
| Mr. Rajive Bafna |
Member |
Independent Director |
| Mr. Adarsh Somani |
Member |
Non-Executive Director |
During the year ended March 31, 2023, one meeting of the Nomination and Remuneration
Committee was held on 01st December, 2022.
The purpose of the Remuneration Committee of the Board of Directors shall be to review
and to discharge the Boards responsibilities related to remuneration of the Managing
Director, Key Managerial Personnel, and Senior Management. The Committee has the overall
responsibility for formulation of criteria of evaluation of Independent Director,
identifying persons who are qualified to become a Director and appointment of Senior
Management Personnel.
7. Policy on Directors Appointment and Remuneration:
The Nomination and Remuneration Committee is entrusted with the responsibility of
identifying and ascertaining the integrity, qualification, expertise and experience of the
person for appointment as Directors, KMP or at Senior Management level and recommending
their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with the
requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that
a person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory
for the concerned position.
8. Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism) in
place. The Vigil Mechanism is a system for providing a tool to the employees of the
Company to report violation of personnel policies of the Company, unethical behavior,
suspected or actual fraud, violation of code of conduct. The Company is committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization.
The Policy provides for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The Board of Directors affirm and confirm that no
employee of the Company has been denied access to the Committee.
Details of the Vigil Mechanism are available on the Companys website
www.sarvamangalmercantile.com
9. Risk Management
Your Company has appropriate risk management system in place for identification of
risks and assessment of risks, measure to mitigate them and mechanism for their proper and
timely monitors and reports.
10. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.
The Company has in place adopted Policy on Prevention, Prohibition and Redressal of
Sexual Harassment. The policy aims to provide protection to employees at the workplace and
prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto.
Further as there are only 3 employees in the Company, the Company is not required to
constitute Internal Complaints Committee under the provisions of Sexual harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint of sexual harassment during the Financial
Year 2022-23.
11. Adequacy of Internal Financial Controls with reference to the Financial Statements.
The Company has devised appropriate systems and framework for adequate internal
financial controls with reference to financial statements commensurate with the size,
scale and complexity of its operations including proper delegation of authority, policies
and procedures, effective IT systems aligned to business requirements, risk based internal
audit framework, risk management framework.
The Audit Committee regularly reviews the internal control system to ensure that it
remains effective and aligned with the business requirements. In case weaknesses are
identified as a result of the reviews, new procedures are put in place to strengthen
controls.
Further, the Board annually reviews the effectiveness of the Companys internal control
system. The Directors and Management confirm that the Internal Financial Controls (IFC)
are adequate with respect to the operations of the Company.
A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is annexed with the Auditors
Report.
12. Annual Evaluation of Board Performance
Pursuant to the provisions of the Companies Act, 2013 the performance evaluation of the
Chairman and the Non-Independent Directors was carried out by the Independent Directors in
their meeting held on February 14, 2023 who also reviewed the performance of the Board as
whole.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure for the performance evaluation of the Board of Directors.
The Boards functioning was evaluated on various aspects, including inter alia degree
of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of
Board process, information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board /
Committee Meeting and guidance / support to the management outside Board / Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement of all
Board Members.
Evaluation of Independent Directors was done by the Entire board except the Director
being evaluated.
13. Particulars of Loans, Guarantees and Investments.
Particulars of Loans, Guarantees and Investment as required under Section 186 of the
Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014
are given in Notes no. 5 and 8 forming part of Financial Statements.
14. Particulars of contracts or arrangements with related parties.
The Company does not have any contract or arrangement or transaction with related party
in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be
provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC 2 is not
applicable and need not to be furnished.
The Disclosures as required under IND AS - 24 ‘Related Party Disclosures
notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in Note
no. 22, of the Notes forming part of the Financial Statements.
15. Declaration of Independent Directors
The Independent Directors have submitted their disclosures/ declarations to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
16. Directors Responsibility Statement
The Board of Directors of the Company confirm:
(I) that in the preparation of the annual accounts for the year ended 31st March, 2023
the applicable Accounting Standards have been followed.
(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 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 annual accounts for the year ended 31st
March, 2023 on a ‘going concern basis.
(v) that the Directors have laid down internal financial control and that such internal
financial control are adequate.
(vi) that the Directors have devised proper system to ensure compliance with the
Provisions of all applicable laws.
17. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel And
Particulars of Employees.
The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors/ Employees of your Company is appended in Annexure I forming
part of this Report.
In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are required to be given in Directors Report. In terms of provisions of Section 136(1) of
the Companies Act, 2013 this report is being sent to the members without this annexure.
Members interested in obtaining copy of the annexure may write to the Company Secretary
and the same will be furnished on request. The said information is available also for
inspection at the registered office of the Company during working hours.
18. Annual Return
Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of the Companies Act,
2013, the Annual Return of the Company for Financial Year 2022-23 in Form MGT-7 is
available on the Companys Website at www.sarvamangalmercantile.com
19. Disclosure of Particulars
Informations as per the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure
II forming part of this Report.
20. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms
part of this Annual Report and is annexed as Annexure III.
21. Directors and Key Managerial Personnel
In accordance with the requirements of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Adarsh Somani, Director of the Company retire at the
forthcoming Annual General Meeting and being eligible, offers himself, for re-appointment
as Director liable to retire by rotation.
Mr. Shashikant Sharma ceased to be Chief Financial Officer of the Company w.e.f. 18th
November, 2022 due to his death.
Mr. Rajendra Prasad Soni was appointed as Chief Financial Officer of the Company w.e.f
01st December, 2022.
22. Auditors
a) Statutory Auditors
At the Annual General Meeting of the Company held on September 30, 2022, R. Soni &
Co., Chartered Accountants (FRN No. 130349W), were appointed as Statutory Auditors of the
Company to hold office from conclusion of 39th Annual General Meeting until the conclusion
of Annual General Meeting to be held in the year 2027.
b) Secretarial Auditor and Secretarial Audit Report
The Board had appointed P.P. Singh & Co., Practicing Company Secretaries, to carry
out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for
the Financial Year 2022-23. The Report of Secretarial Auditor for the Financial Year
2022-23 is annexed to this report as Annexure IV.
The Board in its meeting held on 27th May, 2023 has appointed Mayuri Thakkar,
Practicing Company Secretary as the Secretarial Auditor for the financial year 2023-24.
c) Cost Auditor
During the year under review, your Company was not required to maintain cost records
under Section 148(1) of the Act. Hence, the provisions related to appointment of Cost
Auditor is not applicable. Further, no fraud in terms of the provisions of Section 143(12)
of the Act, has been reported by the Auditors in their reports for the year under review.
23. Details of Difference between amount of the valuation done at the time of one-time
settlement or while taking the loan from the banks or financial institutions:
There were no instances where the Company required the valuation for one time
settlement or while taking the loan from the Banks or Financial institutions
24. Certificate of Non-disqualification of Directors
In terms of Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the certificate of
Non-Disqualification of Directors as received from P.P. Singh & Co., Practicing
Company Secretaries is annexed to this report as
AnnexureV.
25. Other Disclosures/Reporting:
Your Directors further state that during the year under review:
a) no amount is transferred to General Reserve;
b) there was no change in nature of Business;
c) there was no change in Share Capital of the Company;
d) the Company has not taken any deposits from Public or Shareholders of the Company;
e) there were no significant / material orders passed by the Regulators or Courts or
Tribunals impacting going concern status of your Company and its operations in future;
f) there were no other material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which these financial statements relate and the date of this Report and
g) there are no qualifications, reservation or adverse remark or disclaimer made by the
Statutory Auditors in their Report
26. Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors and ‘General Meeting, respectively,
have been duly followed by the Company.
27. Disclosure regarding corporate insolvency resolution process initiated / pending
under the insolvency and bankruptcy code, 2016 (IBC):
There are no proceedings initiated/pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
28. Personnel
Your Company continued to enjoy cordial relations with its employees at all locations.
Your Directors take this opportunity to record their appreciation for the significant
outstanding contribution made by the employees at all levels.
29. Acknowledgement
Your Directors express their deep gratitude for the co-operation and support extended
to the Company by its Members, Customers, Suppliers, Bankers and various Government
agencies.
| For and on behalf of the Board |
|
| Nupur Somani |
Adarsh Somani |
| Managing Director |
Director |
| (DIN: 00816788) |
(DIN: 00192609) |
| Place: Mumbai |
|
| Date: 11th August, 2023 |
|
+91-9892691696
