Your Directors are pleased to present the 21st Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March 2021.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
| || ||(Amount in Rupees) |
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Total Income ||863013024 ||508259225 |
|Total Expenditure ||841514191 ||494832178 |
|Profit/loss before tax ||21498833 ||13427047 |
|Current Tax ||376000 ||2230000 |
|Deferred Tax ||(311289) ||218034 |
|Profit/(loss) for the year from continuing operations ||18060805 ||10979013 |
Income of the company from operations is of Rs. 855617116/- Profit before taxis Rs 21498833/- as compared to Rs. 13427047/- in previous year.
TRANSFER TO RESERVES:
No amount has been proposed to be transferred to Reserves.
Your Company at their Board meeting held on 30-06-2021 have also recommended a finaldividend of Rs. 0.35/- per equity share of face value of Rs. 10/- each for the financialyear ended March 31 2021 which is payable on obtaining the Shareholders' approval at the21st Annual General Meeting (AGM).
In view of the changes made under the Income-Tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theShareholders. Your Company shall accordingly make the payment of the Final Dividendafter deduction of tax at source. For more clarity on deduction of tax please refer paraon TDS on Dividend' as mentioned in the notes to the Notice of the AGM.
INCREASE IN ISSUED SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL
During the year under review the Company has issued equity shares on a preferential;basis to promoter and non-promoter group in accordance with the SEBI ICDR Regulation 2018.
1. In-principle' approval under Regulation 28(1) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 vide letter DCS/PREF/JR/PRE/924/2020-21.
i. in-principle' approval for the issue of 1171750 equity shares ofRs. 10/- each to be issued at a price not less than Rs. 12.50/- to Non-Promoters and4828250 warrants convertible into 4828250 equity shares of Rs. 10/- each to be issuedat a price not less than Rs. 12.50/- to Promoters on a preferential basis".
2. Listing of 972500 equity shares of Rs. 10/- each issued at premium of Rs. 2.50/-bearing distinctive numbers from 10000001 to 10972500 issued to Non-Promoters on apreferential basis vide letter DCS/PREF/SD/FIP/1093/2020-21. 3. Trading of 972500 equityshares of Rs. 10/- each issued at a premium of Rs. 2.50/- bearing distinctive numbers from10000001 to 10972500 issued to Non-Promoters on a preferential basis vide letter
The Company has not accepted/renewed any deposit within the meaning of Section 73 ofthe companies Act 2013 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:
There is no shifting of registered office during the financial year.
The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. Since May 2020 the Company started resuming operations after takingrequisite permissions from Government authorities. By staying true to its purpose and itsvalues the top-most priority for the Company was to ensure the safety of its employees.The Company has taken several measures to ensure their well-being including leveraging thepower of technology to enable them to work from home. Standing by its core commitment theCompany is navigating through these unprecedented times by building stronger and deeperrelationships with consumers and its partners.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the year. Thecompany is mainly into the following businesses:
1. Bio-medical and other wiust management
2. Infra and Real Estate Development
3. Trading in Petroleum Products
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material changes and commitments affectingthe financial position of the Company.
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 be eligible for appointment for morethan two consecutive terms of five years. Sub-section (13) states that the provisions ofretirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Actshall not apply to such independent directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board met Five (5) times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between 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 Directorsunder section 149(6) of the Companies Act 2013 declared that:
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 thetwo immediately 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. Theevaluation 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 ascollated by the Nomination and Remuneration 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 onlyreceived sitting fees. (iv) The Independent Directors contributed significantly in theBoard and committee deliberation and business and operations of the Company andsubsidiaries based on their experience and knowledge and Independent views. (v) The CreditPolicy Loan Policy and compliances were reviewed periodically; (vi) Risk ManagementPolicy was implemented at all critical levels and monitored by the Internal Audit team whoplaces 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 2021 the Board consists of 6 members. Out of which one isthe Managing Director two executive Director three non - executive Independent Director.The Women Director is also one of the Independent director and two whole time director .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 COM- MITTEE:
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 andInsider Trading policy of the Company; e. Independent Director should have adequateknowledge and reasonably 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 ofthe company; g. Entitled for sitting fees and reasonable conveyance to attend themeetings; and h. Able to review the policy participate in the meeting with all thestakeholders of the 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 2020 the applicable accounting standardshave been followed along with proper explanation relating to material departures; (ii)That the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 the year under review; (iii) That the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities; (iv) Thatthe Directors have prepared the accounts for the financial year ended 31stMarch 2021 on a 'going concern' basis. (v) The internal financial controls are laid andhave been followed by the company and that such controls are adequate and are operatingeffectively. Such controls means controls and policies and procedures adopted and adheredby the company for orderly and efficient conduct of the business for safeguarding assetsprevention and detection of frauds and errors and maintenance of accounting records andtimely preparation of financial statements and review its efficiency. (vi) The Directorshad devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating 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 commensuratewith the size scale and complexity of its operations. To maintain its objectivity andindependence the Internal Audit function reports to the Chair- man of the AuditCommittee. The Internal Audit Department monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to Board.
Under section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the Statutory Auditors on Completion of the maximum term permittedunder the provisions of the Companies Act 2013. In line with the same M/s PAMS &Associates Chartered Accountants (Firm registration number - 316079E) was appointed asthe statutory auditors of the Company to hold office for a period of five consecutiveyears from the conclusion of 18th Annual General Meeting of the Company held on 29thSeptember 2018 till the conclusion of 23rd Annual General Meeting to be held in year2023.
The requirement for the annual ratification of auditors' appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 07 2018.
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 2020-21as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2020-21 is Annexure-II to this Board's Report.
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice is alsoappointed for the financial year 2021-22.
SIGNIFICANT AND MATERIAL ORDERS 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 areplaced before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee is obtained on an annual basis which is reviewed and updated on quarterly basis.Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Ac- counts) Rules 2014 there were no contract where in the related partiesare interested. In accordance with the provisions of the Companies Act 2013 the detailsof related party transactions are available in the Notes to the Standalone financialstatements section of the Annual Report.
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. Toensure good human resources management at the company we focus on all aspects of theemployee lifecycle. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. In terms of Section197(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.
As per the Cost Audit Orders Cost Audit is not applicable to the Company'sproducts/business of the Company for FY 2020-21.
CORPORATE SOCIAL RESPONSIBILITY:
As per Section 135 of the Companies Act 2013 all companies having net worth of '500crore or more' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore ormore during any financial year are required to constitute a appropriate corporate socialresponsibility CSR Committee of the Board of Directors comprising there or more directorsat least one of whom an independent director and such company shall spend at least 2 % ofthe average net profits of the Compnay's three immediately preceding financial year. TheCompany 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 Company Secretary in Practice regarding compliance with theconditions of Corporate Governance as stipulated under regulation 27 of the ListingAgreement with Stock Exchange read with the relevant provisions of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 forms part of this Report and Annexure-IVto this Board's Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOR- EIGNEXCHANGE EARNINGS 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.
FOREIGN EXCHANGE (inflow/outflow):
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 Directorsfurther express their deep appreciation to all employees for commendable teamwork highdegree of professionalism and enthusiastic effort displayed by them during the year.
| ||By Order of Board For Sanmit Infra Limited |
| ||Sd/- |
|Place: Mumbai ||Sanjay Makhija |
|Date : 27/07/2021 ||(Managing Director) |
| ||DIN: 00586770 |