Your Directors are pleased to present the 18th Annual Report of the Company togetherwith the Audited Financial Statements for the year ended 31st March 2018.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Lacs)
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Total Income ||559984365 ||955692463 |
|Total Expenditure ||554788925 ||953707547 |
|Profit/loss before tax ||5195440 ||1984916 |
|Current Tax ||- ||- |
|Deferred Tax ||5889 ||1483 |
|Profit/(loss) for the year from continuing operations ||5189551 ||1983433 |
Income of the company from operations is of Rs. 559984365/-.Profit before tax is Rs.5195440/- as compared to Rs. 1984916/- in previous year.
TRANSFER TO RESERVES:
Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.
In view of accumulated losses your Directors did not recommend any dividend for theyear.
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:
The company had applied for the change in the registered office of the company fromChennai to Mumbai and has received the approval for the same from Registrar of Companies.
The registered office of the company has been changed from Chennai to Mumbai.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the year the board proposed to carry on the business of disposable of MedicalBio Waste(s) including as per guidelines issued Central State Government of India andother statutory and private bodies for all Government and Private Hospitals HealthClinics Poly Clinics and Medical camps which generate bio medical - Hospital waste andwhich are to be disinfected and treated at source before disposal and BusinessDevelopment National Marketing Sales and Distribution of Microwave based disinfectionSystems and the same was approved by the Board of Directors at their meeting held on 26thMarch 2018 and approached
to the shareholders through postal ballot.
There was no change in the nature of business of the Company or any of its subsidiariesduring the year. The company had applied for reduction of capital to the National CompanyLaw Tribunal and the same was approved by the hon'ble National Company Law Tribunal on30th June 2017.
The Company already reduced the capital as per the scheme of reduction to Section 100of Companies Act 1956 and/or Section 66 other applicable provisions if any of theCompanies Act 2013 Articles of Association of the Company and subject toconfirmation/approval by the High Court* having appropriate Jurisdiction the Subscribedand Fully Paid-up Share Capital of the Company shall stand reduced from Rs. 98984000/-(Rupees Nine crore eighty nine lacs Eighty four Thousand Only)divided into 9898400(Ninety Eight Lacs ninety-eight Thousand four hundred) fully paid up Equity Shares of Rs.10/- (Rupees Ten Only) to Rs. 14847600/- (One Crore Forty Eight Lacs Fourty SevenThousand Six Hundred only) divided into 1484760 (Fourteen Lacs Eighty-four Seven HundredSixty) Equity Shares of Rs. 10/- (Ten only) each.
The application for listing of new shares on account of reduction of capital pendingfor disposal before Stock Exchange. Hence the trading of shares temporarily under hold bythe stock exchange for procedural reason.
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 reappointment on passing aspecial resolution by the shareholders of the Company.
Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 8 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween 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 Directors under section 149(6) of the Companies Act 2013 declaredthat:
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 the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or
(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;
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.
The evaluation 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 as collated by the Nomination andRemuneration 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 Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.
(v) The Credit Policy Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places 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 2018 the Board consists of 6 members. Out of which one isthe Managing Director two non executive directors three are Independent Director. TheWomen Director is also one of the Independent 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 COMMITTEE:
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 of 25 years and below 75 years eligible to becomeIndependent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;
e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetingsof the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy participate in the meeting with all the stakeholders ofthe 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 the accounts for the financial year ended 31stMarch2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended31stMarch 2017 on a 'going concern' basis.
(v) The internal financial controls are laid and have been followed by the company andthat such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adhered by the company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and 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 commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations
of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
The Auditor M/s. K.M. Tapuriah & Co. - Chartered Accountants retire at theensuing Annual General Meeting and are not eligible to be re-appointed due to expiry ofthe maximum permissible tenure as the Auditors of the Company. In place of the retiringauditors M/s. Pams & Associates Chartered Accountants (Firm Registration No.316079E) are appointed as the auditors of the Company for a period of 5 years subject toratification at every AGM till the conclusion of the 23rd Annual General Meeting.
In terms of the first proviso to Section 139(2) (b)of the Companies Act 2013 NoListed company or company belonging to such class or classes of company as prescribedshall appoint or re-appoint an audit firm as auditor for more than Two Term of fiveconsecutive year.
In this regard the Company has receive class or d a certificate from the auditors tothe effect that if they are re-appointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.
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 2017-18as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y 2017-18 is Annexure-II to this Board's Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2018-19.
SIGNIFICANTAND MATERIALORDERS 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 are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 there were no contract where in the related parties areinterested.
In accordance with the provisions of the Companies Act 2013 the details of relatedparty transactions are available in the Notes to the Standalone financial statementssection 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.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe 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.
PREFERENTIAL ISSUE AND ALLOTMENT OF 8515240 EQUITY SHARES OF FACE VALUE OF RS 10/-EACH THE COMPANY TO PROMOTER AND NON-PROMOTER(S):
Pursuant to the provisions of Section 42 & 62 and other applicable provisions ifany of the Companies Act 2013as amended ("Companies Act") read Companies(Share Capital and Debentures) Rules 2014 and all other applicable provisions as amendedfrom time to time and various rules regulations circulars press notes clarificationissued by the Securities and Exchange Board of India including but not restricted to SEBI(Issue of Capital and Disclosure Requirements) Regulations 2009 ("SEBI ICDRRegulations") and subsequent amendments thereto the Securities and Exchange Boardof India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 ("SEBITakeover Regulations") and amendments thereto the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and all otherapplicable rules regulations and guidelines of the Securities and Exchange Board of India("SEBI") ("SEBI Regulations") the Reserve Bank of India("RBI") and the stock exchanges where the shares of the Company are listed("Stock Exchanges") and enabling provisions of the Memorandum and Articles ofAssociation of the Company and the listing agreements entered into between the Company andthe Stock Exchanges and subject to requisite approvals consents permissions and/orsanctions of the appropriate statutory authorities if any and subject to such conditionsas may be prescribed by any of them while granting any such approvals consentspermissions and/or sanctions and which may be agreed to by the Board of Directors of theCompany (hereinafter referred to as the 'Board' which term shall be deemed to include anycommittee which the Board may have constituted or hereinafter constitute to exercise oneor more of its power including the powers conferred hereunder) the Board be and is herebyauthorized to create offer issue and allot up to 8515240 equity shares of face valueof Re. 10/- each ("Equity Shares") fully paid up for cash at such price(including premium) being not less than Rs.10/- each or the price determined in accordancewith Chapter VII of SEBI ICDr Regulations on a preferential basis to the promoter(s)whichever is higher in one or multiple trances and on such terms and conditions and insuch manner as the Board may think fit and proper and in its absolute discretion.
In accordance with the provisions of Chapter VII of the SEBI ICDR Regulations the"Relevant Date" for the purpose of calculating the floor price for the issue of8515240 equity shares is 30th august2018 which would be the date falling 30 days priorto the date of this Annual General Meeting and the floor price as calculated as per ICDRRegulation 2009 is of Rs. 10/- (Rupees Ten only) i.e Preferential allotment of equityshares to Promoter group 5680733 at a face value of Rs. 10/- each and Non-Promoter group2834507 at a face value of Rs. 10/- each aggregating to 8515240 equity shares at aface value of Rs.10/-.
CORPORATE SOCIAL RESPONSIBILITY:
As per the Companies Act 2013 all companies having net worth of '500 crore or more' orturnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during anyfinancial year are required to constitute a appropriate corporate social responsibilityCSR Committee of the Board of Directors comprising there or more directors atleast one ofwhom an independent director and such company shall spend atleast 2 % of the average netprofits of the Compnay's three immediately preceding financial year
The Company 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 regarding compliance with the conditions of Corporate Governanceas stipulated under regulation 27 of the Listing Agreement with Stock Exchange read withthe relevant provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 forms part of this Report and Annexure-IV to this Board's Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE 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.
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 Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
By Order of Board
For Sanmit Infra Limited
Place: Mumbai (Managing Director)
Date : 29th May 2018