Dear Members,
Your Directors have pleasure in presenting before you their 37th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL RESULTS:-
The financial results of the Company for the year under review are summarized for your consideration:
Particulars | 2022-23
(Rs. In Lacs) |
2021-22
(Rs. In Lacs) |
Total Revenue | 12.28 | 11.46 |
Total Expenses | 27.09 | 30.27 |
Interest | 0.79 | 0.90 |
Depreciation | - | - |
Net Profit Before Tax | (15.60) | (19.71) |
Provision for Tax | - | - |
Net Profit After Tax | (15.60) | (19.71) |
STATE OF COMPANYS AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS
During the year under review, total revenue from activities stood at Rs. 12.28 lacs which slightly higher as compared to the previous year. The company suffered a net loss of Rs. 15.60 lacs due to adverse market conditions.
SHARE CAPITAL
During the year under review, there is no change in the Share Capital of the Company. The Authorised capital of the Company is Rs. 30,00,00,000 comprising of 30,00,00,000 equity shares of Rs. 1/- each. Issued, paid up and subscribed Share Capital of the Company is Rs. 8,08,09,900 comprising of 8,08,09,900 shares of Rs. 1/- each.
The Company has not issued any shares with Differential Rights during the year under review.
The Company has not issued any Sweat Equity shares Employee Stock Options during the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.
DIVIDEND
Your Directors have not recommended any Dividend for the year under review.
GENERAL RESERVE
The Company has not transferred any amount to any reserves.
LISTING AND LISTING REGULATIONS
The equity shares of the company are listed on the BSE Limited (BSE). The Company has also formulated the Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
The company is regular in paying the listing fee.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year 2022-2023 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil.
ANNUAL RETURN
The Annual Return as on 31st March, 2023 has been placed on the website of the Company and can be accessed at www.sgntelecoms.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans, guarantees or investments covered under Section 186 of the Act, forms the part of the notes to the financial statement, which forms an integral part of annual report.Annexure-4
SUBSIDIARIES/ASSOCIATES
The Company does not have any Subsidiary / Joint Ventures / Associate Companies. Hence, the provisions regarding incorporation of a separate segment for disclosure of the financial positions and performance of the Subsidiary, Associate and Joint Venture companies is not applicable to the Company.
VIGIL MECHANISM
The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and in terms of Listing regulations, 2015 for Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys Code of Conduct.
The Vigil Mechanism & Whistle Blower policy is available on the Companys Website at www.sgntelecomsltd.com.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each employee of the Company. The Company has in place "Policy for Prevention and Redressal of Sexual Harassment" in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.
Further, as per the provisions of Section 21& 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:
Sr. No. | No. of cases pending as on
the
beginning of the financial year under review |
No. of complaints filed
during the financial year under review |
No. of cases pending as on
the
end of the financial year under review |
1. | NIL | NIL | NIL |
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks pursuant to Section 134(3)(n) of the Companies Act, 2013. As a part of Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks, which are considered necessary by the management.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well-placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
Nil
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information has been given by way of an Annexure-1 to this Report.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure -7.
CSR COMMITTEE
Section 135 of the Companies Act, 2013, is not applicable to the company.
STATUTORY AUDITORS & AUDITORS REPORT:-
The members at the 36th Annual General Meeting of the Company had appointed N. Kumar & Co., Chartered Accountants as Statutory Auditors of the company to hold office until the conclusion of Annual General Meeting to be held in the year 2027. The Auditors Report on the Annual Accounts of the company for the year under review is self-explanatory and requires no comments. During the year under review, there were no frauds reported by Auditors under section 143 (12) of the Companies Act, 2013.
SECRETARIAL AUDITORS REPORT
Mr. Anil Negi (FCS 46547), a Company Secretary in practice having CP no. 17213, was appointed as Secretarial Auditor of the Company for the financial year 2022-23 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure -5 and forms part of this report. The reply to qualifications/observation/remarks by the Secretarial Auditors are as follow:
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of section 143 including those, which are reportable to the Central Government.
CORPORATE GOVERNANCE
However, the provisions of corporate governance are not applicable to the company but Your Company is still committed to maintain the highest standards of Corporate Governance. The company is voluntarily complying with the majority of the provisions of corporate governance. A copy of corporate governance is attached as Annexure 6.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Parminder Kaur (00030025), Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer herself for re-appointment.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.