For the Financial Year 2014-15
Your Directors have the pleasure in presenting their 40th Annual Report together withaudited Financial Statement of the Company for the financial year ended 31st March 2015.
The companys financial performance for the year ended 31st march 2015 issummarized below:
Financial Performance of the company
| || |
|Working Result ||31.03.2015 ||31.03.2014 |
|Profit/(loss) after tax ||65122 ||4108 |
|Add: Profit brought forward from Previous Year ||1345072 ||1341786 |
| ||1410194 ||1345894 |
|Less : (a) Utilized during the year for bonus shares ||- ||- |
|(b) Transferred to Special Reserve ||13000 ||822 |
|Balance transferred over to next year ||1397194 ||1345072 |
With a view to conserve the resources of the Company the Board of Directors do notrecommend any Dividend.
Transfer Of Unclaimed Dividend To Investor Education And Protection Fund.
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
Your Directors have proposed to transfer a sum of Rs 13000/- to the Statutory ReserveFund as per the guideline prescribed by the Reserve Bank of India being a Non-BankingFinancial Company.
Share Transfer system and Registers & Share Transfer Agents
During the year under review the Company has connectivity with both Depositoriesnamely NSDL and CDSL. The Company has appointed M/s Maheswari Datamatics Private Limitedat 6 Mango Lane 2nd Floor Kolkata-700001 as Registrar and Share Transfer Agent tofacilitate shares transfer job to its members. Members are requested to send theirrequests for share transfer split issue of duplicate shares etc to RTA or secretarialdepartment of the Company at its registered office.
Listing on Stock Exchange
The Companys Equity Shares are listed on the Calcutta Stock Exchange. The Equity
Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 23rd December2013 (Scrip Code: 537068). The Company has paid Listing Fee up-to date.
Brief Description of the Companys Working During the year/ State ofCompanys affairs
The Company being an Investment and Finance Company presently invests to acquire selltransfer 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 ofprivate financing to the identified groups.
Change in the nature of business if any
The company has not changed its nature of business during the current financial year.
Post Balance Sheet Events
No material changes have been occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
S.R. Agarwala & Associates Chartered Accountant Statutory Auditors of theCompany is eligible for appointment and is proposed to be appointed at the ensuing AnnualGeneral Meeting for a term of three years i.e from the conclusion of this Annual Generalmeeting till the conclusion of 43rd Annual General Meeting of the Companysubject to ratification at each and every Annual General Meeting. Pursuant to 139 of theCompanies Act 2013 they have furnished a Certificate regarding their eligibility forappointment as Auditors.
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.
Issue of equity shares with differential rights
Your company has not issued any of its securities with differential rights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT 9) and is attachedto this Report.
Conservation of energy Technology absorption and Foreign exchange earnings and Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
Directors and Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution ofthe Board of Directors passed at its meeting
|Name ||Designation ||Purpose |
|Ananda Halder ||Managing Director ||Appointed as an Managing Director w.e.f 18th March 2013 |
|Bapi Das ||Independent Director ||Appointed as an Independent Director w.e.f.1st April 2014 |
|Amit Shaw ||Director/ CFO ||Appointed as an CFO w.e.f. 13th February 2015 |
|Maloy Mohanta ||Independent Director ||Appointed as an Independent Director w.e.f. 1st April 2014 |
|Shankar Prakash Bhagat ||Additional Director ||Appointed as an Additional Director w.e.f. 29th September 2014 |
|Anil Chandulal Mistry ||Additional Director ||Appointed as an Additional Director w.e.f. 29th September 2014 |
Mr. Amit Shaw Director of the Company was appointed as CEO of the Company w.e.f. 13thFebruary 2015.
b) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and under clause 49 of the Listing Agreement enteredinto with the Stock Exchanges.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non- Independent Directors and the chairman of the company taking into account theviews of the Executive Directors and Non- Executive Directors assessing the qualityquantity and timeliness of flow of information between the company management and theBoard and also to review the overall performance of the Board. The meeting of the companywas held on 13/02/2015 wherein the performance of the Board as a whole was evaluated.
Meetings of the Board
During the financial year 2014-2015 the Board meet 6 (Six) times viz. 30thMay 2014 13th August 2014 29th September 2014 14th November 2014 31stDecember 2014 13th February 2015. The intervening gap between the two consecutivemeetings was within the period as prescribed under the Companies Act 2013.
Particulars of Loans Guarantee or Investment
There are no Loans guarantee or Investment as per Section 186 of the Companies Act2013
Audit Committee and Its Composition
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect to auditing and accounting matters. It also overviews theCompanys internal control and financial reporting process. As required under section177(8) of the Companies Act 2013 composition of an Audit Committee is as under:
|Name Of The Member ||Status |
|Bapi Das ||Chairman( Non Executive & Independent Director) |
|Maloy Mohanta ||Member( Non Executive & Independent Director) |
|Ananda Halder ||Member (Executive & Non- Independent Director) |
Sexual Harassment of Women at Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
Details of establishment of vigil mechanism for directors and employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees ofthe Company to report their genuine concerns or grievances. The policy was approved by theBoard of Directors of the Company at its meeting held on 06/08/2014 and the AuditCommittee was empowered by the Board of Directors to monitor the same and to report to theBoard about the complaints in an unbiased manner.
Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:
|Name Of The Member ||Designation |
|Maloy Mohanta ||Chairman (Non Executive & Independent Director) |
|Bapi Das ||Member (Non Executive & Independent Director) |
|Ananda Halder ||Member (Executive & Non- Independent Director) |
Stakeholders Relationship Committee
Composition of the Stakeholders Relationship Committee is in accordance with therequirement of the provisions of the Companies Act 2013. The Composition is as under:
|Name ||Designation |
|Bapi Das ||Chairman (Non Executive & Independent Director) |
|Maloy Mohanta ||Member( Non Executive & Independent Director) |
|Ananda Halder ||Member (Executive & Non-Independent Director) |
Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arms length basis during the financial year2014-15.
The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.
Secretarial Audit Report
CS Manjula Poddar Practising Company Secretary [C.P.No 11252] is appointed as theSecretarial Auditor of the company. There is no qualification reservation or adverseremark or disclaimer made by the company secretary in the secretarial audit report.
The Secretarial Audit Report is attach in this report as Form MR- 3
Corporate Governance Certificate & Management Discussion and Analysis Report
The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreement andthe Management Discussion and Analysis Report has been annexed with the report.
Risk management policy
The company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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 that period;
(c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 bythe company and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.
|Place: Kolkata || |
|Date: 30th May 2015 || |
|Regd. Office: ||By order of the Board of Director |
|Global Business Hub ||For Satya Miners & Transporters Limited |
|Room No. G-20 7A || |
|Rani Roshmoni Road ||Sd/- |
|Kolkata-700013 ||Ananda Halder |
| ||Managing Director |
| ||Din: 06522258 |
Form No. MR - 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
SATYA MINERS & TRANSPORTERS LIMITED
Global Business Hub Room No. G-20 7A Rani Roshmoni Road
Kolkata - 700013
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SATYA MINERS &TRANSPORTERS LIMITED (hereinafter called the company). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:
a. The Companies Act 2013 (the Act) and the rules made there under;
b. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
c. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
d. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
ii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
iii. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
iv. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
I further report that there were no actions / events in pursuance of;
a. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
b. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
e. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified during the period under Audit)
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited and Calcutta Stock Exchange.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. Majority decision is carried through while the dissentingmembers views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
This report is to be read with our letter of even date which is annexed as"Annexure A" and forms an Integral Part of this report.
|Place: Kolkata ||Manjula Poddar |
|Date: 7th August 2015 ||Practising Company Secretary |
| ||C.P No.: 11252 |
| ||Mem.No.: A30520 |