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Sanmitra Commercial Ltd.

BSE: 512062 Sector: Financials
NSE: N.A. ISIN Code: INE896J01014
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Sanmitra Commercial Ltd. (SANMITRACOMMERC) - Director Report

Company director report

To

The Members

Sanmitra Commercial Limited

Your directors have pleasure in presenting their 33rdAnnual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2017.

Financial Highlights

Total Income during the year was Rs. 731608/- as compared to Rs. 765545/- in theprevious year. The net loss incurred during the year was Rs. 91467/- as compared to netloss of Rs. 9464/- in the previous year. In absence of any profit the directors are notrecommending any dividend. Due to recession prevailing in the market the Company has nottaken any new project and is exploring new and suitable areas of business to diversifyingits activities.

Business Activity

Management has deployed the surplus funds for investment in securities and grant shortterm loans and advances for gain.

Extract of Annual Return

The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report.

Number of Board Meetings

During the Financial Year 2016-17 Five meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under -

Date of Meeting Total Strength of the Board No of Directors Present
30/05/2016 4 3
13/08/2016 4 3
14/11/2016 4 3
14/02/2017 4 3
27/03/2017 4 3

Independent Directors' Meeting

During the year under review Independent Directors met on 31st March 2017 inter-aliato discuss:

• Evaluation of the performance of Non-Independent Directors and the Board aswhole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

Only one Independent Director was present at the meeting and he has done the review andEvaluation.

Particulars of Loan Guarantees and Investments under Section 186 Complete details ofLGSI covered under Sec 186 of Companies Act 2013 as Attached in the financial statementsand notes there under.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Since the Company is not engaged in any activities the particulars relating toconservation of energy technology absorption Foreign Exchange Earnings and Outgo in theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988are not applicable.

Risk Management Policy

During the year of review company engaged in the process of Risk Management andevaluate the elements of business risk. The risk management framework defines the riskmanagement approach of the company and includes periodic review of such and alsodocumentation mitigating controls and reporting mechanism of such risk.

Details of Directors and Key Managerial Personnel

Name and Address Designation Date of Appointment DIN/PAN
Mr. Mangesh Manohar Apte Flat No. B-2 Ambarish apartment Ghaisas Layout Surendra Nagar Nagpur 440015 Maharashtra India Non Executive Independent Director 15/11/2013 06735949
Mr. Suresh Jain 4 Damodar Niwas Natwar Nagar no.4 Jogeshwari (East) Mumbai 400060 Maharashtra India Non Executive Independent Director & Compliance officer 30/12/2005 01869768
Mr. Prakash Bhoorchand Shah 13 Prem Niwas 652 Dr Ambedkar road Khar Mumbai 400052 Maharashtra India Director 12/12/2006 01136800
Mrs. Suman Prakash Shah 13 Prem Niwas Ambedkar road Khar Mumbai 400052 Maharashtra India Director 26/03/2015 01764668

Mr. Mangesh Apte vacated his office under section 167(1) (b).

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prakash Shah is liable to retire by rotation and being eligible offers himselffor re-appointment.

The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand under Clause 49 of the listing agreement.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.

Particulars of Employees

During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.

Audit Committee

The Audit Committee Comprises Independent director namely Mr. Suresh Jain (Chairman)Mr. Mangesh Manohar Apte and Mr. Prakash Shah Suman Shah as other member. Recommendationsmade by the Audit Committee were accepted by the Board.

In absence of one of the Independent Director meetings of audit Committee wereconducted by the remaining members of the committee.

Nomination & Remuneration Committee & Policy

In compliance with section 178 of the Act and Clause 49 of the Listing Agreement theBoard has constituted "Nomination and Remuneration Committee" which ComprisesNon Executive Independent Directors namely Mr. Suresh Jain (Chairman) Mr. Mangesh ManoharApte and Non-Executive director Mr. Prakash Shah Suman Shah as other member.

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31stMarch 2017.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition &Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No Fraud reported / observed during the financial year 2016 -17.

AUDITORS Statutory Auditors

M/s. A.W.Ketkar &Co. Chartered Accountants (Firm Registration No105006W) theoutgoing auditors has completed his term as Statutory Auditor at the conclusion of thisAnnual General Meeting and It is proposed to appoint M/s Laxmikant Kabra & Co.Chartered Accountants (Registration No. 117183W) as Statutory Auditor of the Company forthe period of 5 Years to hold office ?om the conclusion of 33rd Annual GeneralMeeting of the Company till the conclusion of the 38th Annual General Meetingsubject to ratification by members at each Annual General Meeting.

The Company has received a letter from M/s. Laxmikant Kabra & Co. CharteredAccountants to the effect that their appointment if made would be within the prescribedlimit under Section 141(1)(g) of the Companies Act 2013 and that they are willing to actas Statutory Auditors of the Company. As required under Regulation 33 of the SEBI (LODR)Regulations 2015 the Auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of Indiapursuant to Section 139(2) of the Act.

Notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari& Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure ?? and forms part of this Report. There are Qualifications or Observations orremarks made by the Secretarial Auditor in the report.

Management and reply to the observation raised in the Secretarial Audit Report is asunder:

Observation Reply
Non Compliance with appointment of Managing Director or Manager or Whole time Director or CEO under section 203 of the Act. Considering the size and operations of the company the company is unable to find a suitable candidate for appointment as Company Secretary.
Non Compliance under section 203 of the act with respect to the appointment of Company Secretary. Considering the size and operations of the company the company is unable to find a suitable candidate for appointment as Company Secretary.
Non Compliance with the appointment of Chief Financial Officer under section 203 of the Act. Considering the size and operations of the company the company is unable to find a suitable candidate for appointment as Company Secretary.
Non Compliance with Section 179 of the Act regarding filling MGT-14. Forms pending to be filled inadvertently if any will be filled in due course.
Non Compliance with the audit committee meetings under section 177. Due to absence of one of the Independent Director audit committee meetings could not be held with proper quorum.
Non Compliance with the Independent Director meeting under section 173 Due to absence of one of the Independent Director Independent Director meeting could not be held with proper quorum.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.

Surplus fund

The Company has some surplus funds lying with the Company idle Directors have decidedto use such funds for Lending and investing purposes.

Stock Exchange

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2016 -2017 has been paid.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017.

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.

For and on behalf of the Board of Directors
Mr. Prakash Shah Sanmitra Commercial Limited
Director Mr. Suresh Jain
DIN:01136800 Director
Place: Mumbai DIN: 01869768
Date: 1 September 2017