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Saral Mining Ltd.

BSE: 532116 Sector: Others
NSE: N.A. ISIN Code: INE490B01013
BSE 00:00 | 04 Mar Saral Mining Ltd
NSE 05:30 | 01 Jan Saral Mining Ltd
OPEN 1.18
PREVIOUS CLOSE 1.13
VOLUME 15052
52-Week high 1.23
52-Week low 0.00
P/E 18.83
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.17
Sell Qty 198.00
OPEN 1.18
CLOSE 1.13
VOLUME 15052
52-Week high 1.23
52-Week low 0.00
P/E 18.83
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.17
Sell Qty 198.00

Saral Mining Ltd. (SARALMINING) - Director Report

Company director report

Dear Shareholders

Your Directors here by present the 25th Annual Report together with theAudited statements of Accounts for the financial year ended on 31st March 2019.

FINANCIAL PERFORMANCE:

Key aspects of Company' financial performance for the year 2018-19 is tabulated below:

(Amount in Rupees)
Particular 2018-19 2017-18
Total Income 136321347 52897677
Total Expenditure 135766833 52932150
Profit before tax 554514 (34472)
Tax Expense 150000 Nil
Profit/(Loss) for the period from Continuing Operations 404514 (34472)
Other Comprehensive Income Nil Nil
Total Comprehensive Income for the period 404514 (34472)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:

The Company does not have any significant business activity and not carried out anybusiness during the year under review.

DIVIDEND:

Your Directors have not recommended any dividend for the financial year under review inorder to conserve the resource of the company.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued subscribed and paid up capital of the Company is Rs. 484284000/- dividedinto 48428400 equity shares of Rs. 10/- each. There has been no change in the sharecapital of the Company during the year.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary associate companies & joint ventures.

DEPOSIT:

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantee or Investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year is enclosed as an Annexure to thisBoard's Report. During the year under review the company has not provided any securityfalling within in purview of Section 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. KAIVANT SHAH Appointed as Whole Time Director w.e.f 28.03.2019 whose office isliable to retire by rotation.

Mr. GOPAL MODI was appointed on 28.03.2019 as an Additional Director of the Company andis hereby appointed as an Independent Director of the Company to hold office for fiveconsecutive years for a term up to September 2024.

Ms. MAYANK MEHTA was resigned as on 28.03.2019. Mr. MAYUR AGHERA was appointed as on28.03.2019 as CFO of the company and same resigned as on 22.05.2019. Further Ms. BHARTIRATHI was appointed as Company Secretary on 29.12.2018 and the same resigned as on30.05.2019.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.

AUDITORS AND AUDITORS' REPORT:

In accordance with the provisions of Section 139 and other applicable provisions ifany of the Companies Act 2013 and the rules made thereunder M/S. RISHI SEKHRI ANDASSOCIATES CHARTERED ACCOUNTANTS MUMBAI FRN: 128216W were appointed as StatutoryAuditors for a term of three years to hold office till the conclusion of the AnnualGeneral Meeting to be held for the financial year ending on 2020.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. K H & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in the prescribed Form NoMR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board
a Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.
b Updating of website with regard to various policies is pending. The company will take necessary steps to update website with regard to various policies which are pending.
c The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. The company will take necessary steps to comply with the same.
D As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system.
e The company has not maintained the attendance register for Board and committee meeting. The company will take necessary steps to maintain the attendance register for board and committee meetings.
f Statutory Registrar as per companies Act 2013 is yet to be updated. The company will take necessary steps to update Statutory Register as per companies Act 2013.
g Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. The company will ensure to file all relevant documents in time with ROC and other authorities as when required.
H Name of company changed on 17.08.2011 from XO INFOTECH LIMITED to SARAL MINING LIMITED but same not yet change in stock exchange (BSE Limited). The company took necessary steps to change of name in Stock exchange.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up forInternal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 (‘the Act') and rule 12(1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT 9 forming part of this report is annexedherewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report. A detailed Management Discussion& Analysis forms part of this Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earning on account ofthe operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;

b) 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 or loss of the Company for that period;

c) the Directors have 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;

e) Directors have prepared the accounts on a "going concern basis".

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2016-17 no complain had been received.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for: a.Government Policies b. Human Resource Risk.

VIGIL MECHANISM:

As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on Behalf of the Board
For SARAL MINING LIMITED
PLACE: AHMEDABAD KAIVANT SHAH
DATE: 30.05.2019 WHOLETIME DIRECTOR
DIN: 07641964

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