Your Directors are pleased to present the 16th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2016.
1. FINANCIAL RESULTS
(Amt. in Rs.)
|Particulars||Year Ended 31.03.2016||Year Ended 31.03.2015|
|Profit/loss before tax||507599||(52851743)|
|Profit/(loss) for the year from continuing operations||4321905||(52891676)|
Income of the company from operations is of Rs. 800000/-.Profit before tax is Rs. 431905/- as compared to Rs. (52831676) in previous year.
TRANSFER TO RESERVES:
Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.
In view of accumulated losses your Directors did not recommend any dividend for the year.
The Company has not accepted/renewed any deposit within the meaning of Section 73 of the companies Act2013 and rules made there under from public or from the shareholders during the period under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's 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 -I forming part of the Annual Report.
CHANGE OF REGISTERED OFFICE:
The company in due course may file a fresh a application for shifting of registered office from Chennai to Mumbai.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the year the board proposed to widen it's business activities by insertion of trading activities in petroleum products.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year the company has faced heavy losses and the company has made application for reduction of Capital with the appropriate authority which is pending for approval.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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.
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. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
The Nomination and remuneration committee at their meeting held on 12/08/2016 has recommended the appointment of Mr.haresh Makhija as the Executive Director of the company with effect from 12.8.2016 and is subject to the approval by the members at the Annual General Meeting to be held on 29th September 2016 as required under Section 149(10). He is liable to retire by rotation.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 times during the financial year the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
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.
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 2016 the Board consists of 5 members. Out of which one is the Managing Director two non executive directors two Independent Directors. The Women Director is also one of the Independent director.
The Nomination and remuneration committee at their meeting held on 20th May 2016 has recommended the appointment of Mr. Mohan Rathod as the Independent Director of the company with effect from 20.5.2016 and for period of 5-years and his appointment is subject to the approval by the members at the Annual General Meeting to be held on 29th September 2016 as required under Section 149(10). He is not liable to retire by rotation.
The Nomination and remuneration committee at their meeting held on 12th August 2016 has recommended the appointment of Mr. Haresh Makhija as the Director of the company with effect from 12.8.2016.He is liable to rtire by rotation.
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 Four Committees :1) Audit Committee 2) Nomination and Remuneration Committee 3) Stakeholders Relationship Committee 4) Shares Transfer Committee.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.
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 25 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 Clause 49 of the Listing Agreement; 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.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3) 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 31stMarch 2015 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 31stMarch 2015 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.
RISK MANAGEMENT POLICY:
Sanmit Infra Limited is exposed to risks such as liquidity risk Interest rate risk Credit risk and Operational risk that are inherent in the construction cum infrastructure businesses.
The infrastructure and realty segment presently witnessing down trend. The Company decides to follow the infrastructure and government sponsored projects in future.
By strictly following the regulatory norms and RBI financial Guidelines the company effectively manages the risks and has a focused Risk Management monitoring in place.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale and complexity of its operations. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.
At the Annual General Meeting held on September 30 2014 M/s. K.M. Tapuriah & Co. - Chartered Accountants. Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. K.M. Tapuriah & Co. - Chartered Accountants as statutory auditors of the Company is placed for ratification by the shareholders.
In this regard the Company has received a certificate from the auditors to the effect that if they are reappointed it would be in accordance with the provisions of Section 141 of the Companies Act 2013.
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2015-16 is Annexure-II to this Board's Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice as secretarial auditor of the Company for the financial year 2016-17.
SIGNIFICANT AND MATERIALORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
RELATED PARTY TRANSACTIONS/CONTRACTS:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013 form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.The relationship with the workers of the Company's and other staff has continued to be cordial.
To ensure good human resources management at the company we focus on all aspects of the employee lifecycle. During their tenure at the Company employees are motivated through various skill-development engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-III.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates regarding compliance with the conditions of Corporate Governance as stipulated under regulation 27 of the Listing Agreement with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 forms part of this Report and Annexure-IV to this Board's Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND 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.
During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.
INSURANCE OF ASSETS:
All the fixed assets finished goods semi-finished goods raw material packing material and goods of the company lying at different locations have been insured against fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
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|
|For Sanmit Infra Limited|
|Date : 12.08.2016||Sd/-|