Sanmit Infra Ltd.
|BSE: 532435||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE799C01015|
|BSE 15:14 | 01 Dec||Sanmit Infra Ltd|
|NSE 05:30 | 01 Jan||Sanmit Infra Ltd|
|BSE: 532435||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE799C01015|
|BSE 15:14 | 01 Dec||Sanmit Infra Ltd|
|NSE 05:30 | 01 Jan||Sanmit Infra Ltd|
Your Directors are pleased to present the 17th Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2017.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Lacs)
Income of the company from operations is of 955692463/-Profit before tax is1984916/- as compared to) in previous year as 507599/-.
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 theyear.
The Company has not accepted/renewed any deposit within the meaning of Section 73 ofthe companies Act2013 and rules made there under from public or from the shareholdersduring the period under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina separate Annexure -I forming part of the Annual Report.
CHANGE OF REGISTERED OFFICE:
The company had applied for the change in the registered office of the company fromChennai to Mumbai and has received the approval for the same from Registrar of Companies.
The registered office of the company has been changed 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 oftrading activities in petroleum products and the same was been approved by the way ofpostal ballot 6th January2017.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the financial year the company has faced heavy losses and the company had madeapplication for reduction of Capital with the appropriate authority which has beenapproved by the National Company Law Tribunal.
CAPITAL RE-ORGNATISATION :
The accumulated losses of the company as on 31st March 2014 Rs.84136400/-which amounts to more than 88 % erosion of its paid up capital the companypreferred a reduction of capital under section 66 of the companies act 2013 and themembers at their meeting held on 15th October 2017 approved the same.
The company considering the accumulated losses under clause 24(f) of the ListingAgreement with BSE and on receipt of the in principle approval filed and application withthe Hon'ble National Company Law Tribunal under Section 66 of the Companies Act 2013 forthe Reduction of Capital. The Hon'ble National Company Law Tribunal approved the reductionof capital on 30th June 2017. The company is in the process to give effect toreduction of capital.
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 rulesprovides that independent directors shall hold office for a term up to five consecutiveyears on the board of a company; and shall be eligible for re-appointment on passing aspecial resolution by the shareholders of the Company.
Further according to Sub-section (11) of Section 149 no independent director shall beeligible 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 board accepted resignation of Mr. Kanyalal Makhija on 8th June 2017 asthe director of the company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 7 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween 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 underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not promoters of the Company or its holding subsidiary or associatecompany;
2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial 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 beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed; (ii) is or has been an employee or proprietor or a partner in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed of(A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or (B) any legalor a consulting firm that has or had any transaction with the company its holdingsubsidiary or associate company amounting to ten percent or more of the gross turnover ofsuch firm; (iii) Holds together with his relatives two percent. or more of the totalvoting power of the company; or (iv) is a Chief Executive or Director by whatever namecalled of any nonprofit organization that receives twenty-five percent. or more of itsreceipts from the company any of its promoters directors or its holding subsidiary orassociate company or that holds two percent or more of the total voting power of thecompany;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe 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 thecriteria and framework adopted by the Board.
The Board approved the evaluation results as collated by the Nomination andRemuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory: (i) All Directorshad attended the Board meetings; (ii) The remunerations paid to Executive Directors arestrictly 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 committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience 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 theInternal 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 directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2017 the Board consists of 6 members. Out ofwhich one is the Managing Director two non executive directors three are IndependentDirector. The Women Director is also one of the Independent director.
Mr. Kanyalal Makhija director of the company resigned from the board as on 8thJune 2017.
The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.
COMMITTEES OF THE BOARD:
Currently the Board has Four Committees :1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee 4) Shares TransferCommittee.
A detailed note on the Board and its Committees is provided under the CorporateGovernance 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 aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof 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 of25 years and below 75 years eligible to become Independent Director(ID); b. He has tofulfill the requirements as per section 149 of the Companies Act 2013 read with Clause 49of the Listing Agreement; c. Adhere to the code of conduct as per Schedule IV to theCompanies Act 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company; e. Independent Director should have adequate knowledge andreasonably 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 thecompany; 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 ofthe company at the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm: (i) That in the preparation of theaccounts for the financial year ended 31stMarch 2017 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (ii) That the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (iv) That the Directors have prepared the accounts for the financial yearended 31stMarch 2017 on a going concern' basis. (v) The internalfinancial controls are laid and have been followed by the company and that such controlsare adequate and are operating effectively. Such controls means controls and policies andprocedures adopted and adhered by the company for orderly and efficient conduct of thebusiness for safeguarding assets prevention and detection of frauds and errors andmaintenance of accounting records and timely preparation of financial statements andreview its efficiency. (vi) The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
RISK MANAGEMENT POLICY:
Sanmit Infra Limited is exposed to risks such as liquidity risk Interest rate riskCredit risk and Operational risk that are inherent in the construction cum infrastructurebusinesses and has extended the scope in the petroleum business.
The infrastructure and realty segment presently witnessing down trend. The Companydecides to follow the infrastructure and government sponsored projects in future as wellas petroleum business.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
At the Annual General Meeting held on September 30 2014 M/s. K.M. Tapuriah & Co. -Chartered Accountants. were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017.
M/s. K.M. Tapuriah & Co. Chartered Accountants retire at the ensuring AnnualGeneral Meeting and being eligible offer themselves for reappointment for a period offive years from the consulusion of this Annual General Meeting till the conclusion of themeeting held in the year 2022.
In this regard the Company has received a certificate from the auditors to the effectthat if they are re-appointed it would be in accordance with the provisions of Section141 of the Companies Act 2013.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2016-17as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2016-17 is Annexure-II to this Board's Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2017-18.
SIGNIFICANTAND MATERIALORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company's website.
All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 there were no contract where in the related parties areinterested.
In accordance with the provisions of the Companies Act 2013 the details of relatedparty transactions are available in the Notes to the Standalone financial statementssection of the Annual Report.
The company has received a approval from the members for the same in Extra OrdinaryGeneral Meeting of the company at the meeting held on 10th March 2017.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form 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 serviceand contribution made towards the growth of the company.The relationship with the workersof the Company's manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs. In terms ofSection 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) drawingremuneration in excess of limits set out in said rules forms part of the annual report.
Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport is being sent to the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company duringbusiness hours from 11 a.m. to 2 p.m. on working days of the Company up to the date of theensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereofmay write to the Company Secretary in this regard.
CORPORATE SOCIAL RESPONSIBILITY:
As per the Companies Act 2013 all companies having net worth of 500 crore ormore' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringany financial year are required to constitute a appropriate corporate socialresponsibility CSR Committee of the Board of Directors comprising there or more directorsatleast one of whom an independent director and such company shall spend atleast 2 % ofthe average net profits of the Compnay's three immediately preceding financial year
The Company presently does not with any of the criteria stated herein above
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming partof 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 ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under regulation 27 of the Listing Agreement with Stock Exchange read withthe 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 EXCHANGEEARNINGS AND OUTGO:
The details of conservation of Energy Technology Absorption are not applicable in thecase of the company. However the company took adequate steps to conserve the Energy andused the latest technology.
During the year under review there were no foreign Exchange Earnings. The ForeignExchange out go is Nil.
INSURANCE OF ASSETS:
All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company lying at different locations have been insured againstfire 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 andcustomers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.