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SGN Telecoms Ltd.

BSE: 531812 Sector: Engineering
NSE: N.A. ISIN Code: INE266C01023
BSE LIVE 14:40 | 03 Apr Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.19
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VOLUME 111
52-Week high 0.20
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.19
Sell Qty 1889.00
OPEN 0.19
CLOSE 0.19
VOLUME 111
52-Week high 0.20
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.19
Sell Qty 1889.00

SGN Telecoms Ltd. (SGNTELECOMS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 30th AnnualReport together with the Audited Accounts of the Company for the year ended 31stMarch 2016 .

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for yourconsideration:

Particulars 2015-2016 2014-2015
(Rs. In Lacs) (Rs. In Lacs)
Gross Income 2.48 6.80
Interest 0.89 1.89
Depreciation 3.50 6.29
Net Profit Before Tax (12.43) (22.03)
Provision for Tax - -
Net Profit After Tax (12.43) (22.03)

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/HIGHLIGHTS/OPERATIONS

During the year under review Gross revenue from activities stood at Rs. 2.48 lacs /-which is less as compared to the previous year. The company suffered a net loss of Rs.12.43 lacs due to adverse market conditions.

DIVIDEND :-

Your Directors have not declared any Dividend for the year under review.

DIRECTORS :-

In accordance with the provisions of the Companies Act 1956 and Articles ofAssociation of the Company Mr. Surinder Singh (00030011) Director of the Company retireby rotation in the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Surinder Singh is Managing Director of the company.

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year underreview.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares Employee Stock Options during theyear under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments effecting the Financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Nil

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Nil

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Clause 49 of the Listing Agreement with the Stock Exchange Report onCorporate Governance is annexed herewith and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure D-2 whichforms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement is presented in a separate section as AnnexureD-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

Directors or KMPs are not drawing any remuneration..

NUMBER OF MEETINGS OF BOARD

Four Board meetings held during the year.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s N Kumar & Co. Chartered Accountants Chandigarh was appointed as StatutoryAuditor.

The Auditors' Report being self-explanatory requires no comments from the Directors.Further there are no reservations qualifications or adverse remarks in the Audit Reportgiven by them in respect of the Financial Year 2014-15.

SECRETARIAL AUDITORS REPORT

Mr. Kanwaljit Singh (FCS 5901) a Company Secretary in practice having CP no. 5870 wasappointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are qualifications or observations or other remarks by the Secretarial Auditorsin the Report issued. The financial position of the company is not good and company willcomply with all the pending requirements shortly.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS The Company does not have any Subsidiary.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The company has due Internal Control system.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT There are no immediate risk tothe company.

SUBSIDIARIES/ASSOCIATES

The Company has no subsidiaries or Associates as defined in the Companies Act 2013.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2014-15 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Clause 49 of listing agreement with the stock exchange an audit committee hasbeen duly constituted. The Audit Committee as on March 31 2016 comprises of the followingIndependent Directors:

Mr. Inderjit Singh Independent Director Chairman
Mr. Rajiv Kishore Independent Director Member
Mr. Surinder Singh Managing Director Member

Details of the Audit Committee have been separately given in the corporate governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions ofCompanies Act 2013 Nomination & Remuneration Committee as on March 31 2016comprises of the following Directors:

Mr. Inderjit Singh Independent Director Chairman
Mr. Rajiv Kishore Independent Director Member
Mrs. Parminder Kaur Director Member

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement the Company has constitutedStakeholders Relationship Committee with following composition as on March 312016:-

Mr. Inderjit Singh Independent Director Chairman
Mr. Rajiv Kishore Independent Director Member
Mr. Surinder Singh Managing Director Member

CSR COMMITTEE

Section 135 of the Companies Act 2013 is not applicable to the company.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year underreview. The shares of the Company are regularly traded on Bombay Stock Exchange.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2016 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure D-4 and formspart of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2015-16 are attached as Annexure D-6 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013

Nil

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:-

The Directors place on record their appreciation for the support and assistancereceived from all concerned during the period under review.

For & On Behalf of the Board
CHAIRMAN
PLACE: MOHALI

Date: 05.09.2016

ANNEXURE D-1 TO THE DIRECTORS' REPORT: -

A. Conservation of Energy :

The company is not doing much of the manufacturing activioty. Still it is doing itsbest to conserve the energy.

B. Technology Absorption :

The Company continues to absorb and upgrade modern technologies in its operations andback end support functions like Accounts Human Resource Management Operations andCompliance functions.

C. Foreign exchange earnings and outgo:

The Company has not earned any income or incurred any expenditure in foreign exchangeduring the financial year.