The Members of
Sanmitra Commercial Limited
Your Directors have pleasure in presenting Thirty Fifth Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2019.
The business activities of the Company resulted the Net Profit after tax for the yearended 31st March 2019 is Rs. 2803598 as compared to previous year's Profitof Rs. 442070. To conserve the resources the directors do not recommend any dividend.
State of Company's Affairs and Future Outlook
During the previous year the Company has started business of Trading in Waste Paperand achieved Turnover of Rs. 461.26 Lakh and due to increasing import of the Waste Paperin India and non-receipt of payment from Debtors and due to increasing cost oftransportation and unavailability of increased requirement of working capital thebusiness became difficult to continue for the Company.
Also high volatility of price variation in the prices of waste paper increase incheaper imports of waste paper from other countries and uncertainties of prices themanagement has decided to suspend the trading in waste paper. Further the liquidity crunchand tightening of financial market and no credit facilities the management has face theproblem of delay in payment of supplier and blockage of fund with the supplies. Steps aretaken to recover the same and clear the payment to supplier.
The Company is considering other suitable areas of business to diversify itsactivities.
The paid up equity capital as on March 31 2019 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.
Extract of Annual Return
The extract of Annual Return in format MGT 9 for the Financial Year 2018-19 has beenenclosed with this report.
Number of Board Meetings
During the Financial Year 2018-19 Five 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 ||30/05/2018 ||4 ||4 |
|02 ||14/08/2018 ||4 ||4 |
|03 ||14/11/2018 ||4 ||4 |
|04 ||14/02/2019 ||4 ||4 |
|05 ||29/03/2019 ||4 ||4 |
Independent Directors' Meeting
During the year under review Independent Directors met on 14th February 2019inter-alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board aswhole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views 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 ofLoan Guarantee Investment Security covered under section 186 of The Companies Act 2013as 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.
All related party transactions that were entered into during the financial year were onan arm's length basis and pre-approved by the Audit Committee. The details of thetransaction with Related Party are provided in the accompanying financial statement.
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.
Details of Directors and Key Managerial Personnel
|Sr. ||Name and Address ||Designation ||Date of Appointment ||DIN/PAN |
|1. ||Mr. Prakash Shah ||Director ||12/12/2006 ||01136800 |
|2. ||Mrs. Suman Prakash Shah ||Director& CEO ||26/03/2015 ||01764668 |
|3. ||Mr. Suresh Jain ||Independent Director ||30/12/2005 ||01869768 |
|4. ||Mr. Prateek Gautam Chopra ||Independent Director ||30/12/2017 ||07303755 |
|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 Mr. Prakash Shah is liable to retire by rotation and being eligible offers himselffor re-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.
Mrs. Jayshri Kishor Jain and Swati Jain were appointed as CFO & Company Secretaryrespectively at the Board Meeting held on 29/03/2019 of the Company.
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.
Particulars of Employees
During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.
The Audit Committee comprises Independent Director namely Mr. Suresh Jain (Chairman)and Non-Executive Directors Mr. Prakash B. Shah and Mr. Prateek Gautam Chopra(Non-executive Independent Director) as members. Recommendations if any made by theAudit Committee were accepted by the Board.
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 B. Shah and Mr. Suresh Jain(Non-executive Independent Director) as members. The Board has framed a policy forselection and appointment of Directors Senior Management and their remuneration.
Stakeholders Relationship Committee
This Committee comprises of Mr. Suresh Jain (Chairman) and Non-Executive Directors Mr.Prakash B. Shah and Mr. Prateek Gautam Chopra (Non-executive Independent Director) asmembers. During the year ended 31st March 2019 Investor Grievance Committee had fourmeetings. The Company during the year had not received any complaint and there were nopending complaint as on March 31 2019.
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 2019.
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 2018 -19.
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.
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/sAmruta Kothari & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report. Neither the Auditor's Report issued by M/sLaxmikant Kabra & Co. nor the Secretarial Audit Report issued by Amruta Kothari &Associates for the financial year 2018-19 contain any qualification observation orremarks on financial transactions or matters which have any adverse effect on thefunctioning of the Company. The secretarial auditors however have in their reportobserved as follows:
Non-compliance with the appointment of Managing Director or CEO or manager undersection 203.
INC-22A- Active form for the Company has not been filled.
Non-Compliance with Filling of Form DPT-3
Management reply to the observation raised in the Secretarial Audit Report is as under:
Mrs. Suman Shah has been appointed as CEO of the Company w.e.f. 20/04/2019.
One of Directors of the Company has resigned from the Board of the Company andthe respective form has been filed with ROC but still the name of the resigning directoris showing on MCA and DIN of the director is not in approved status. Form INC-22A will befiled with MCA after resolution of aforesaid issue .
Filing of Nil Return in DPT-3 is not compulsory.
Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.
The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2018-19 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 March2019 the applicable Ind-AS had been followed along with proper explanation relating tomaterial departures; The directors had selected such accounting policies and applied themand 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 as at 31st March 2019.
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.
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 || |
| ||Prakash Shah ||Suman Shah ||Jayshri Jain ||Swati Jain |
|Place: Mumbai ||(Director) ||(Director) ||(Chief Finance Officer) ||(Company Secretary) |
|Date: 30th August 2019 || || || || |