Satya Miners & Transporters Ltd Directors Report.
Your Directors hereby present the 42nd Annual Report together with audited Financial Statements of the Company for the financial year ended 31st March, 2017.
The Companys financial performance, for the year ended 31st March, 2017 is summarised below:
|Revenue from Operations||1,80,000||1,80,000|
|Profit before Finance Cost, Depreciation & Taxation||(8,98,377)||(7,67,692)|
|Less: Finance Cost||-||-|
|Profit before Taxation||(8,98,377)||(7,72,934)|
|Less: Tax Expenses||-||-|
|Profit after Tax||(8,98,377)||(7,72,934)|
|Profit for the year||(8,98,377)||(7,72,934)|
Your Directors have not recommended any dividend in view of the optimum profit in the present financial year in order to maintain a healthy capital adequacy ratio to support long term growth of your company.
RESERVES AND SURPLUS
Your Directors have proposed to transfer Rs NIL/- to the Statutory Reserve Fund in the present financial year due to lack of profit in the year, as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.
BUSINESS OPERATIONS & OUTLOOK
The Company being an Investment and Finance Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.
The business of the Company largely depends on the consumers spending power.
SHARE CAPITAL OF THE COMPANY
The authorised share capital of your company as on 31st March, 2017 was Rs. 5,65,45,000 (Rupees Five Crores Sixty Five Lakhs and Forty Five Thousands only) divided into 56,54,500 equity shares of Rs. 10/- each (previous year 56,54,500 equity shares of Rs. 10/- each)
The paid up equity share capital of your Company as on 31st March, 2017 was Rs. 5,45,45,000 (Rupees Five Crores Forty Five Lakhs and Forty Five Thousand only) divided into 54,54,500 equity shares of the face value of Rs. 10/- each fully paid up (previous year Rs. 5,45,45,000 divided into 54,54,500 equity shares of the face value of Rs. 10/- each fully paid up).
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company had no subsidiary, joint venture and associate company during the year under review.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No. MGT-9 is annexed to this report as "Annexure A".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company had appointed Mr. Sambhuprasad Kurjibhai Lakkad (DIN: 07533247) as an Additional Director of the Company with effect from 13th August, 2016. The Company has received a notice under Section 160(1) of the said Act from a Member along with requisite deposit signifying his intention to propose Mr. Sambhuprasad Kurjibhai Lakkad (DIN: 07533247) for appointment as a Director of the Company. Your Board recommends his appointment as a Director liable to retire by rotation. Brief resume of the Director proposed to be appointed/re-appointed as stipulated under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice convening the 42nd Annual General Meeting of the Company.
Mr. Maloy Mohanta (DIN: 01833167), Director, resigned from the Directorship of the Company with effect from 27th May, 2016. The Board places on record its appreciation for the valuable services rendered by his during her tenure as a Director of the Company.
(c) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure.
(d) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Chairman, Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-executive Directors and Executive Directors.
The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and its performance;
iv. Providing perspectives and feedback going beyond information provided by the management.
v. The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.satyaminers.com
(e) Key Managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
|Mrs. Shikha Sachdeva||Chief Financial officer|
MANAGERIAL REMUNERATION AND OTHER DETAILS
The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also overviews the Companys internal control and financial reporting process.
As on 31st March, 2017, the Audit Committee comprised of the following directors:
|Name of the Member||Status||Category|
|Sambhu Prasad Kurjibhai Lakkad||Chairman||Non Executive & Independent Director|
|Amit Shaw||Member||Non Executive & Independent Director|
|Arun Bhanubhai Vaghasiya||Member||Executive, Non-Independent Director|
MEETINGS OF THE BOARD
During the financial year 2016-2017, the Board met 4 (Four) times viz. 27th May 2016, 13th August 2016, 14th November 2016 and 4th February 2017. The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently 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 at the end of the financial year and of the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(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.
During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company at www.satyaminers.com. We affirm that during the financial year 2015-2016, no employee or director was denied access to the Audit Committee.
Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder M/s S.R. Agarwala & Associates, Chartered Accountants, Kolkata (Firms Registration No. 309065E), was appointed as a Statutory Auditor of the Company for a term of three years i.e. till the conclusion of the 43rd AGM, subject to ratification at every AGM.
The members are requested to ratify the appointment of M/s. S.R. Agarwala & Associates, Chartered Accountants, Kolkata (Firms Registration No. 309065E), as statutory auditors of the Company and to fix their remuneration.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed CS Sneha Agarwal, Practising Company Secretary [C.P. No. 17425], to undertake Secretarial Audit of the Company for the financial year 2016-2017. The Secretarial Audit Report is annexed to this report as "Annexure B".
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or disclaimer neither made by the Statutory Auditor in their Auditors report nor by the Secretarial Auditor in their Secretarial Audit Report for the financial year 2016-2017.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure C".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as "Annexure D".
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report of your Company and a Certificate on Corporate Governance Compliance received from M/s S.R. Agarwala & Associates, Chartered Accountant, are annexed to this Annual report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Companys operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.
PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said committee.
Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by the Companys bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.
|By order of the Board of Directors|
|For Satya Miners & Transporters Limited|
|Mr. Arun Bhanubhai Vaghasiya|
|Date: 14th August, 2017|
|25/7, Rustamjee Street|
Annexure - C
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
|(A) Conservation of Energy|
|1 the steps taken or impact on conservation of energy||Nil|
|2 the steps taken by the company for utilising alternative sources of energy||Nil|
|3 the capital investment on energy conservation equipments||Nil|
|(B) Technology Absorption|
|1 the efforts made towards technology absorption||Nil|
|2 the benefits derived like product improvement, cost reduction, product development or import substitution||Nil|
|3 in case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):||N.A.|
|4 the expenditure incurred on Research and Development||Nil|
|(C) Foreign exchange earnings and outgo|
|The foreign exchange earned (actual inflows)||Rs. Nil (Previous Year Rs. Nil )|
|The foreign exchange outgo (actual outflows)||Rs. Nil (Previous Year Rs. Nil )|