Your Directors here by present the 24th Annual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2018.
Key aspects of Company financial performance for the year 2017-18 is tabulatedbelow:
[Amount in Rupees]
|Particular ||2017-18 ||2016-17 |
|Total Income ||52897677 ||42385400 |
|Total Expenditure ||52932150 ||40875068 |
|Profit before tax ||(34472) ||1510332 |
|Tax Expense ||Nil ||Nil |
|Profit/(Loss) for the period from Continuing Operations ||(34472) ||1510332 |
|Other Comprehensive Income ||Nil ||Nil |
|Total Comprehensive Income for the period ||(34472) ||1510332 |
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THECOMPANYS AFFAIR:
The Company does not have any significant business activity and not carried out anybusiness during the year under review.
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.
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.
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 2017-18 is enclosed as an Annexure tothis Boards Report. During the year under review the company has not provided anysecurity falling 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 COMPANYS 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 companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
MR. MAYANK MEHTA (DIN: 01306423) Director of the company retires by rotation at ensuingAnnual General Meeting of the company and being eligible offers himself forre-appointment. Ms. PRAVINABEN BHAILALBHAI PATEL (DIN-07954973) was appointed on05.11.2017 as an Additional Director of the Company and is hereby appointed as anIndependent Director of the Company to hold office for five consecutive years for a termup to September 2023.
Ms. PRIYANKA DINESHBHAI MEHTA appointed as on 24.04.2017 as director of the company andsame resigned as on 29.09.2017. Further Ms. RASHMI AJAYKUMAR AAHUJA was appointed as on29.09.2017 as additional director of the company and resigned as on 05.11.2017.
Since the Company does not have any significant business activities hence the Volumeand Scope of work for the Company Secretary and Chief Financial Officer are less and it isnot a full-time work and the job of Company Secretary and Chief Financial Officer are notattractive commensurate with the scope of work and salary.
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 Year2017-18 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.
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 subject to theratification by the members at every Annual General Meeting.
The requirement of taking approval of members for ratification of appointment ofStatutory Auditors has been done away with by the Companies (Amendment) Act 2017.
The observations made by the Auditors in their Auditors Report and theNotes on Accounts referred to in the Auditors Report are self-explanatory and do notcall for any further 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 203(1)(i)(ii) & (iii) the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. ||Since the Company does not have any significant business activities hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary. |
|e ||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. |
|f ||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. |
|g ||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. |
|h ||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. |
|i ||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 201 4 are not applicable to Company as our Company has notcarried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the yearwas Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 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: Since there are no women employees in the Company hence nocomments.
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 Boards Report the ratio of the remuneration of each director to the permanentemployees remuneration. However since there is no permanent employee in theCompany no disclosure 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
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
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 |
| ||MAYANK MEHTA |
|PLACE: AHMEDABAD ||DIRECTOR |
|DATE: 25.05.2018 ||DIN: 01306423 |
Annexure to Directors Report
Particulars of Loans Investment and Guarantees
Amount outstanding as at 31st March 2018
| ||Rupees in Lacs |
|Particulars ||Amount |
|Loans given ||114986983 |
|Guarantee given ||Nil |
|Investments ||235457550 |
Note: The details of Loan given and Investments made are as mentioned in the notes offinancial statements.
|PLACE: AHMEDABAD ||For and on Behalf of the Board |
|DATE: 25.05.2018 ||For SARAL MINING LIMITED |
| ||MAYANK MEHTA |
| ||DIRECTOR |
| ||DIN: 01306423 |