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Sanmitra Commercial Ltd.

BSE: 512062 Sector: Others
NSE: N.A. ISIN Code: INE896J01014
BSE 05:30 | 01 Jan Sanmitra Commercial Ltd
NSE 05:30 | 01 Jan Sanmitra Commercial Ltd

Sanmitra Commercial Ltd. (SANMITRACOMMERC) - Director Report

Company director report

To

The Members of

Sanmitra Commercial Limited

Your Directors have pleasure in presenting Thirty Sixth Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2020.

Financial Highlights

Particulars For the Year ended For the year ended
31st March 2020 31st March 2019
Net Profit/ Net Loss Before Providing for Depreciation and Tax (670641) 3965785
Less: Depreciation (28107) (8657)
Profit after Providing for Depreciation and before tax (698748) 3957128
Add / (Less) Provision for: A) Deferred Tax (2123) (32550)
B) Income Tax 0 (1120980)
C) Tax in respect of earlier year 0 0
Profit/(Loss) after Taxation (700871) 2803598

The business activities of the Company resulted the Net Loss after tax for the yearended 31st March 2020 is Rs. 7 00871 as compared to previous year's Profitof Rs.2803598.

State of Company's Affairs and Future Outlook

During the period under consideration the Company in spite of all the efforts couldnot commence any business activities. The Board of Director is under process to formulateplan to conduct future business activities.

Dividend

In view of accumulated losses your Directors did not recommend any dividend for itsequity shareholders.

Impact Of Covid-19 Pandemic:

The spread of COVID-19 pandemic affected activities of businesses across the globe. Inmany countries including India there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverability ofreceivables inventories loans and other financial assets the Company has consideredinternal and external information up to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impact of this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapproval of these financial statements.

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Transfers To Reserves:

In view of accumulated losses the Company was not required to transfer any amount tothe Reserves.

Share Capital

The paid-up equity capital as on March 31 2020 was Rs. 11000000/- The Company hasnot bought back any securities or issued any Sweat Equity shares or bonus shares orprovided any stock option scheme to employees during the year under review.

Details of Subsidiary / Joint Venture/Associates Company

Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.

Extract of Annual Return

The extract of Annual Return in format MGT - 9 for the Financial Year 2019-20 hasbeen enclosed with this report.

Number of Board Meetings

During the Financial Year 2019-20 four meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total strength of the Board No. of Directors Present
01 22/05/2019 4 4
02 14/08/2019 4 4
03 14/1 1/2019 4 3
04 14/02/2020 4 3

Independent Directors' Meeting

During the year under review Independent Directors met on 14th February 2020inter-alia to discuss:

? Evaluation of the performance of Non-Independent Directors and the Board as whole.

? Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors.

? Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

Particulars of Loan Guarantees and Investments under Section 186

Complete details of Loan Guarantee Investment Security covered under section 186 ofThe Companies Act 2013 as disclosed in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.

Internal Control and System

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.

DetgjJsofDjrecJoiLafldKiyManagerjaiperjonnei

Sr. Name and Address Designation Date of Appointment DIN/PAN
1. Mr. Prakash Shah Director 12/12/2006 01 136800
2. Mrs. Suman Prakash Shah Director& CEO 26/03/2015 01764668
3. Mr. Prateek Gautam Chopra Independent Director 30/12/2017 07303755
4. Mrs. Rizwana Muazzam Romani Independent Director 30/09/2019 08122263
5. Mrs. Jayshri Kishor Jain CFO 29/03/2019 AFTPJ4271Q
6. Mrs. Swati Jain Company Secretary 29/03/2019 AMCPJ6569K

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Suman Prakash Shah is liable to retire by rotation and being eligible offersherself for re-appointment.

Mr. Suresh Jain Director of the Company vacate the office on 30/09/2019 on completionof terms of appointment.

The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand under Regulations of the SEBI (LODR) Regulations 2015.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.

EMPLOYEES RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

MANAGERIAL REMUNERATION:

1. None of the Directors receive any remuneration nor receive any sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director whichwas disclosed in Annual return i.e MGT-9.

3. As on 31 st March 2020 there were a total of 2 employees on the roll of theCompany.

4. It is affirmed that the remuneration is as per the remuneration policy of thecompany.

The Company do not have any Holding or Subsidiary Company and None of the Directors ofthe Company are the Managing Director or Whole Time Director in the Associate Company.

Audit Committee

The Audit Committee has been reconstituted as per regulation 18 of SEBI(LODR)regulations 2015 & Section 177 of Companies Act 2013 during the year as: Mr. PrateekGautam Chopra (Non-executive Independent Director/Chairman) Rizwana Muazzam Romani(Non-executive Independent Director) and Mr. Prakash Shah (Non-Executive Directors)

Nomination& Remuneration Committee &Policy

In compliance with section 178 of the Act the Board has constituted "Nominationand Remuneration Committee" which comprises Non-executive Directors namely Mr.Prateek Gautam Chopra(Chairman) and Mr. Prakash Shah and Rizwana Muazzam Romani(Non-executive Independent Director)as members.

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

Stakeholders Relationship Committee

This Committee comprises of Mr. Prateek Gautam Chopra(Chairman) Rizwana Muazzam Romani(Nonexecutive Independent Director) and Mr. Prakash B. Shah (Non-executive IndependentDirector) as members. During the year ended 31st March 2020.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2020.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition& Redressal) Act 2013

There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill. 2014)

No Fraud reported / observed during the financial year 2019 -20.

AUDITORS Statutory Auditors

The auditors M/s Laxmikant Kabra & Co. Chartered Accountants Mumbai wereappointed as Statutory Auditors of the Company for the period of five consecutive years inaccordance with the provisions of the Companies Act 2013 at the conclusion of AnnualGeneral Meeting held on 29th September 2017. In terms of provisions of section 139 (1) ofthe Companies Act 2013.

Auditors Report

The observation made in the Auditors Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s PoojaGandhi & Co Practicing Company Secretaries Mumbai in accordance with Provisions ofSection 204 of the Act. The Secretarial Auditors Report is attached as Annexure II andforms part of this Report.

The secretarial auditors however have in their report observed as follows:

• Non-Compliance with Filling of Form DPT-3

Management reply to the observation raised in the Secretarial Audit Report is as under:

• Form DPT-3 will be filed before 30.09.2020 .

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.

Stock Exchange

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2019-20 has been

paid.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable Ind-AS had been followed along with proper explanation relating tomaterial departures;

The directors had selected such accounting policies and applied them and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2020.

b) The directors had 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;

c) The directors had prepared the annual accounts on a going concern basis;

d) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

e) The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and

devoted employees for their support.

For and on behalf of the Board of Directors

Sanmitra Commercial Limited

Sd/- Sd/-
Mr. Prakash Shah Mrs. Suman Shah
Place: Mumbai Director Director
Date:31thAugust 2020 DIN: 01136800 DIN: 01764668

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