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Savant Infocomm Ltd.

BSE: 517320 Sector: Engineering
NSE: N.A. ISIN Code: INE898E01011
BSE 13:57 | 29 Jun Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.75
PREVIOUS CLOSE 1.75
VOLUME 199
52-Week high 1.75
52-Week low 1.75
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.75
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.75
CLOSE 1.75
VOLUME 199
52-Week high 1.75
52-Week low 1.75
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.75
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Savant Infocomm Ltd. (SAVANTINFOCOMM) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the 39th Annual Report and theAudited Accounts for the financial year ended on March 31 2017.

1. FINANCIAL PERFORMANCE:

Sr. No. Particulars 2016-17 2015-16
1 Profit Before Depreciation & Tax (PBDT) (10.19) (9.96)
2 Less: Depreciation 0.07 0.12
3 Profit Before Exceptional items and Tax (10.26) (10.08)
4 Exceptional items - -
5 Profit Before Tax (PBT) (10.26) (10.08)
6 Less: Taxation (all Taxes) - -
6 Profit After Taxation (PAT) (10.26) (10.08)
7 Opening Balance of P & L Account (433.55) (423.47)
9. Balance to be carried forward (443.81) (433.55)

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:

During the year under review the Company did not undertake any activity / operation.

3. OUTLOOK

The Company is poised for restructuring its operation into some other diversifiedactivities at appropriate time which are still under consideration of the board.

4. SEGMENT REPORTING:

The Company had only one segment while in operation.

5. DIVIDEND AND RESERVES

Considering the financial performance during the year and carried forward losses ofprevious years the Board has decided not to recommend any dividend for this year.

Further your Directors do not propose to transfer any amount to the reserves.

6. ENVIRONMENT AND SAFETY

Since the Company has neither any workmen nor engaged in any activity hence environmentand safety measures are not required to be followed for the time being.

7. MANAGEMENT

Despite the activities and operations being at a standstill the Company hasevolvedstrategy to identify unsatisfactory risks on account of credit liquidityreputation etc. and the board has assumed overall responsibility for its implementation.

8. EQUITY INFUSION OF FUNDS:

Your Company has not issued any equity shares during the year under review nor borrowedmoney by way of public deposits.

9. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company has not deviated its line of business activity nor has expanded the areaof activities; therefore there is no change in the nature of business for the year underreview.

10. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Your Company has no subsidiaries associate and joint ventures therefore disclosingthe names of the respective entities does not arise.

11. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 33803000/- as on March 312017:

* Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

* Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

* Bonus Shares

The Company has not issued any bonus shares during the year under review.

* Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

* Rights Issue of equity shares

The Company has not issued any shares on right basis during the financial year underreview.

* Equity Shares with differential rights

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

12. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2017. There were no unclaimed or unpaid deposits as on March 31 2017.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of section 149 of the Act the following Independent Directors of the Company.

1. Mr. R. Rajagopalan Nair

2. Mr. Haider M. Sithawalla *

3. Mrs. Sharmila S. Chitale**

*Resigned w.e.f. 12th December 2016

** Joined the Board w.e.f. 25th April 2017

The independent directors met on January 17 2017 in order to evaluate the:-

• The performance of non-independent directors and Board of directors as a whole

• The performance of Chairman of the Company taking into account the views ofexecutive directors and non-executive directors

• The quality quantity and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

All independent directors attended the annual meeting and expressed satisfaction withthe evaluation process.

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board

Mr. Prakash Damodaran : Chief Executive Officer & Chief Financial Officer

The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013.

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. Harsh P.Parikh Director (DIN: 00107236) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. In accordance withRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and applicable provisions of the Companies Act 2013 brief profile of the Directorto be re-appointed is included in the Notice which forms part of the Annual Report.

During the year four Meetings of Audit Committee were convened and held with therequisite quorum.

Apart from the above no other Director or Key Managerial Personnel was appointed orretired or resigned during the year under review.

Particulars with regard to Remuneration of Director and KMP are set out in Annexure"II" (V).

14. BOARD MEETINGS

The Board meets at regular intervals as and when required to discuss the businesspolices and strategies apart from other routine business.

During the financial year 2016-17 the Board met 5 (five) times i.e. on April22 2016May 25 2016 August 09 2016 October 20 2016 and January 17 2017.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the Annual General Meetingheld during the financial year 2016-17 is as under: :

Name of the Director Category Number of Meetings
Held Attended
Mr. Prakash Damodaran Chairman & Whole Time Director 5 5
Mr. M. R. Rajagopalan Nair Independent & Non-Executive Director 5 4
Mr. Haider M. Sithawalla* Independent & Non-Executive Director 4 4
Mr. Harsh Parikh Non-Executive Director 5 5
Ms. Mina Parikh Non-Executive Director 5 5

* Resigned w.e.f December 12 2016.

15. COMMITTEES OF THE BOARD:

a) AUDIT COMMITTEE :

Constitution of the Audit Committee:

A qualified and independent Audit Committee has been set up by the Board in compliancewith the requirements of Section 177 of the Companies act 2013 read with rules framedthereunder.

The composition quorum powers role and scope are in accordance with Section 177 ofthe Companies Act 2013. All the members of the Audit Committee are financially literateand have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the year2016-17

Meeting and Attendance:

The Committee met 4 (Four) times during the financial year 2016-17 i.e. on May 252016 August 09 2016 October 20 2016 and January 17 2017.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by membersof the committee are given below:

Name of the Director Category Number of committee meetings
Held Attended
Mr. M. R. Rajagopalan Nair Chairman - Independent & 4 4
Non-Executive Director
Mr. Haider M. Sithawalla* Independent & Non-Executive Director 3 3
Mr. Prakash Damodaran Whole Time Director 4 4
Mr. Harsh Parikh Non-Executive Director 1 1

* Resigned w.e.f December 12 2016.

Mr. Prakash Damodaran duly authorised by the Chairman of the Committee was present atthe last Annual General Meeting to answer the queries of the shareholders.

b) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Constitution of the Stakeholders Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee comprising of threemembers vis; Mr. Harsh Parikh Non-Executive DirectorMr. Haider M. SithawallaIndependent & Non-Executive Director Mr. Prakash Damodaran Whole Time Director andMr. M. R. Rajagopalan Nair the Chairman - Independent & Non-Executive Director of theCommittee. The composition of the Stakeholder Relationship Committee is in compliance withthe provisions of Section 178 of the Companies Act 2013 read with rules framedthereunder.

The Committee met 4 (four) times during the financial year 2016-17 on May 06 2016August 06 2016 November 14 2016 and January 19 2017.

The composition of the Committee and the attendance of the members of the StakeholdersRelationship Committee during the financial year 2016-17 are as given below:

Name of the Director Category Number of committee meetings
Held Attended
Mr. M. R. Rajagopalan Nair Chairman - Independent & 4 4
Non-Executive Directorr
Mr. Haider M. Sithawalla* Independent & Non-Executive Director 4 3
Mr. Prakash Damodaran Whole Time Director 4 4
Mr. Harsh Parikh Non-Executive Director 1 1

* Resigned w.e.f December 12 2016.

The Company obtains half-yearly certificate from a Company Secretary in Practiceconfirming the issue of certificates for transfer sub-division consolidation etc. andsubmits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of the ListingRegulations. Further the Compliance Certificate under Regulation 7(3) of the SEBI ListingRegulations confirming that all activities in relation to both physical and electronicshare transfer facility are maintained by Registrar and Share Transfer Agent is alsosubmitted to the Stock Exchanges on a half yearly basis.

Mr. Harsh Parikh duly authorised by the Chairman of the Committee was present at thelast Annual General Meeting to answer the queries of the shareholders.

c) NOMINATION AND REMUNERATION COMMITTEE:

Constitution of the Nomination and Remuneration Committee:

The Board has constituted the Nomination and Remuneration Committee comprising of threemembers vis; Mr. Harsh Parikh Non-Executive DirectorMr. Haider M. SithawallaIndependent & Non-Executive Director (Resigned w.e.f. December 12 2016) Mr. M. R.Rajagopalan Chairman - Independent & Non-Executive Director of the Committee. Thecomposition of the Nomination and Remuneration Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 read with rules framed thereunder.

Mr. Harsh Parikh duly authorised by the Chairman of the Committee was present at thelast Annual General Meeting to answer the queries of the shareholders.

16. CORPORATE GOVERNANCE

In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014 dtd.15.05.2014 by SEBI and as per Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the provision with regard to Corporate Governance is notapplicable to the company as the paid up equity capital is not exceeding Rs. 10 crores andnet worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

17. LISTING OF EQUITY SHARES

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The annuallisting fee has been paid to the stock exchange before the due date.

18. STATUTORY AUDITORS:

The statutory Auditors M/s N. Raja & Associates Chartered Accountants (FirmRegistration No. – 003388S ) which has completed its term under section 139 clause 2(b) and therefore shall not be eligible for re-appointment as auditor of the company. Anotice has been received under section 139(1) of the Companies Act 2013 from a memberproposing appointment of Krishnan &Giri Chartered Accountants (Firm Registration No.– 001512S) as the statutory auditors in the vacancy caused due to the cessation ofoffice by the incumbent auditors.

The Audit Committee has considered the qualifications and experience of the proposedauditors and has recommended their appointment. The Board of Directors has also consideredthe matter and recommends the passing of the Ordinary Resolution appointing Krishnan&Giri Chartered Accountants as statutory auditors in place of the present AuditorM/s N. Raja & Associates Chartered Accountants Written consent of the proposedauditors together with a certificate that the appointment if made shall be in accordancewith the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules 2014has been received.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

There are no materially significant related party transactions made by the Companyduring the year under consideration with the Promoters Directors or Key ManagerialPersonnel which may have a potential conflict with the interest of the Company at large.All the related party transactions as required under Accounting Standard - 18 are reportedin the Notes to the financial statements.

The particulars as required under the Companies Act 2013 are furnished in Form AOC - 2which is annexed as "Annexure - I" to this report.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act 2013 an extract ofannual return is annexed hereto as Annexure-II and forms part of this report.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentations received from the Operating Management and after due enquiry herebyconfirm that:

I. In the preparation of annual accounts the applicable accounting standards have beenfollowed and no material departures have been made from the same;

II. They had in consultation with Statutory Auditors selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2017 and of the profit and loss of the Company for the year ended on that date;

III. They 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. They have prepared the annual accounts on a "going concern" basis;

V. They have laid down internal financial controls which are adequate and operatingeffectively;

VI. They have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

22. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION :

Since the company has no operations your company has decided that having a Nominationand Remuneration Policy pursuant to Section 178 (4) of the Companies Act 2013 is notnecessary at this stage.

23. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. R. VadiveluPracticing Company Secretary (CP: 8973 ; A.C.S. 19234) have been appointed as theSecretarial Auditors to conduct the Secretarial Audit of the Company for the financialyear 2016-17 the Secretarial Audit Report is annexed herewith as "Annexure-III" and forms part of this report.

24. COST AUDIT:

The Company is not required to maintain cost record as prescribed by the CentralGovernment under the provision of Section 148 of the Companies Act 2013 in view of theclosure of the plant in 2002 and cessation of manufacturing activities. No activities orservices have been undertaken by the Company since then.

25. DISCLOSURE UNDER SECTION 134 (3) (M) –CONSERVATION OF ENERY TECHNOLOGYABSORPTION FOREIGN EXCHANGE ERAINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is below:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipments: NIL (B) Technologyabsorption-

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement cost reduction product evelopmentor import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): NIL

(iv) The expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo - Your Company has not earned any revenue in orincurred expenditure in any foreign exchange.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

During the year under review the Company has not advanced any loans given guaranteesor made investments. Particulars of contracts or arrangements with related partiesParticulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013: NIL

27. CORPORATE SOCIAL REPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

28. ANNUAL EVALUATION OF BOARD PERFORMANCE

The company has no operations and has therefore decided that it is neither possible nornecessary at this time to frame criteria for assessing the performance of its directorsand the Board.

29. INFORMATION UNDER COMPANIES ( APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014.

The company has no employees on its rolls and hence the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notapplicable.

30. RISK MANAGEMENT POLICY

The company has no operations and has therefore decided that it does not need any riskmanagement policy now.

31. WHISTLE BLOWER POLICY

The company has no operations and has therefore decided that it does not need any whileblower policy now

32. AWARDS AND RECOGNITION

The Company has not received any award during the Financial Year.

33. ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the co-operation and understanding displayed bythe shareholders & others and continue to look forward to the same.

On behalf of the Board of Directors
sd/- sd/-
Prakash Damodaran Harsh Parikh
Place : Chennai Director Director
Date :25th April 2017. DIN : 0028284 DIN : 00107236