Your Directors hereby present the 42nd Annual Report together with auditedFinancial Statements of the Company for the financial year ended 31st March2017.
The Company's financial performance for the year ended 31st March 2017 issummarised below:
|Particulars ||2016-2017 ||2015-2016 |
|Revenue from Operations ||180000 ||180000 |
|Other Income ||- ||- |
|Total ||180000 ||180000 |
|Profit before Finance Cost Depreciation & Taxation ||(898377) ||(767692) |
|Less: Finance Cost ||- ||- |
|Less: Depreciation ||- ||5242 |
|Profit before Taxation ||(898377) ||(772934) |
|Less: Tax Expenses ||- ||- |
|Profit after Tax ||(898377) ||(772934) |
|Profit for the year ||(898377) ||(772934) |
Your Directors have not recommended any dividend in view of the optimum profit in thepresent financial year in order to maintain a healthy capital adequacy ratio to supportlong term growth of your company.
RESERVES AND SURPLUS
Your Directors have proposed to transfer Rs NIL/- to the Statutory Reserve Fund in thepresent financial year due to lack of profit in the year as per the guideline prescribedby the Reserve Bank of India being a Non-Banking Financial Company.
BUSINESS OPERATIONS & OUTLOOK
The Company being an Investment and Finance Company presently invests to acquire selltransfer subscribe for hold and otherwise deal in and invest in any shares bondsstocks issued or guaranteed by any Company and also provide financial assistance by way ofprivate financing to the identified groups.
The business of the Company largely depends on the consumers spending power.
SHARE CAPITAL OF THE COMPANY
The authorised share capital of your company as on 31st March 2017 was Rs. 56545000(Rupees Five Crores Sixty Five Lakhs and Forty Five Thousands only) divided into 5654500equity shares of Rs. 10/- each (previous year 5654500 equity shares of Rs. 10/- each)
The paid up equity share capital of your Company as on 31st March 2017 was Rs.54545000 (Rupees Five Crores Forty Five Lakhs and Forty Five Thousand only) dividedinto 5454500 equity shares of the face value of Rs. 10/- each fully paid up (previousyear Rs. 54545000 divided into 5454500 equity shares of the face value of Rs. 10/-each fully paid up).
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company had no subsidiary joint venture and associate company during the yearunder review.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No. MGT-9 is annexed to this report as "AnnexureA".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company had appointed Mr. Sambhuprasad Kurjibhai Lakkad(DIN: 07533247) as an Additional Director of the Company with effect from 13thAugust 2016. The Company has received a notice under Section 160(1) of the said Act froma Member along with requisite deposit signifying his intention to propose Mr. SambhuprasadKurjibhai Lakkad (DIN: 07533247) for appointment as a Director of the Company. Your Boardrecommends his appointment as a Director liable to retire by rotation. Brief resume of theDirector proposed to be appointed/re-appointed as stipulated under Regulation 26(4) and36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is givenin the Notice convening the 42nd Annual General Meeting of the Company.
Mr. Maloy Mohanta (DIN: 01833167) Director resigned from the Directorship of theCompany with effect from 27th May 2016. The Board places on record itsappreciation for the valuable services rendered by his during her tenure as a Director ofthe Company.
(c) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure.
(d) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forperformance evaluation of the Chairman Board and individual Directors (includingIndependent Directors) and Committees which includes criteria for performance evaluationof Non-executive Directors and Executive Directors.
The Board has devised questionnaire to evaluate the performances of Board BoardCommittees and individual Directors and Chairperson. The Chairman of respective BoardCommittees shared the report on evaluation with the respective committee members. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Board Committees. The reports on performance evaluation of theindividual Directors were reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
v. The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at www.satyaminers.com
(e) Key Managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
|Mrs. Shikha Sachdeva ||Chief Financial officer |
MANAGERIAL REMUNERATION AND OTHER DETAILS
The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also overviews the Company'sinternal control and financial reporting process.
As on 31st March 2017 the Audit Committee comprised of the followingdirectors:
|Name of the Member ||Status ||Category |
|Sambhu Prasad Kurjibhai Lakkad ||Chairman ||Non Executive & Independent Director |
|Amit Shaw ||Member ||Non Executive & Independent Director |
|Arun Bhanubhai Vaghasiya ||Member ||Executive Non-Independent Director |
MEETINGS OF THE BOARD
During the financial year 2016-2017 the Board met 4 (Four) times viz. 27thMay 2016 13th August 2016 14th November 2016 and 4thFebruary 2017. The intervening gap between any two consecutive meetings was within theperiod as prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand 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 at the end of the financial year and ofthe profit 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 this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
During the financial year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
There are no Loans guarantee or Investment as per Section 186 of the Companies Act2013.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
As required under section 177(9) & (10) of the Companies Act 2013 the Company hasestablished a mechanism for Directors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of code of conduct or ethics policy. Themechanism also provides for adequate safeguards against victimization of director(s) /employee(s) who avails of the mechanism and also provides for direct access to theChairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is dulyposted on the website of the company at www.satyaminers.com. We affirm that during thefinancial year 2015-2016 no employee or director was denied access to the AuditCommittee.
Pursuant to the provisions of Section 139 142 and other applicable provisions if anyof the Companies Act 2013 and the Rules framed thereunder M/s S.R. Agarwala &Associates Chartered Accountants Kolkata (Firm's Registration No. 309065E) wasappointed as a Statutory Auditor of the Company for a term of three years i.e. till theconclusion of the 43rd AGM subject to ratification at every AGM.
The members are requested to ratify the appointment of M/s. S.R. Agarwala &Associates Chartered Accountants Kolkata (Firm's Registration No. 309065E) as statutoryauditors of the Company and to fix their remuneration.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedCS Sneha Agarwal Practising Company Secretary [C.P. No. 17425] to undertake SecretarialAudit of the Company for the financial year 2016-2017. The Secretarial Audit Report isannexed to this report as "Annexure B".
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
There are no qualifications reservations or adverse remarks or disclaimer neither madeby the Statutory Auditor in their Auditors' report nor by the Secretarial Auditor in theirSecretarial Audit Report for the financial year 2016-2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo is annexed to this report as "Annexure C".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report havebeen made a part of the Annual Report and is annexed to this report as "Annexure D".
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report of yourCompany and a Certificate on Corporate Governance Compliance received from M/s S.R.Agarwala & Associates Chartered Accountant are annexed to this Annual report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have any bearingon Company's operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically and used efficiently and areadequately protected.
PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed before the said committee.
Your Directors wish to place on record their sincere appreciation for the continuedcooperation guidance support and assistance extended during the year under report by theCompany's bankers customers suppliers shareholders and the Government agencies. TheBoard of Directors wishes to express its appreciation for the valuable contribution madeby the employees and workmen at all levels during the year under report.
| ||By order of the Board of Directors |
| ||For Satya Miners & Transporters Limited |
| ||Sd/- |
| ||Mr. Arun Bhanubhai Vaghasiya |
| ||Director |
| ||DIN: 02420886 |
|Place: Kolkata || |
|Date: 14th August 2017 || |
|Registered office: || |
|25/7 Rustamjee Street || |
|Kolkata-700019 || |
Annexure - C
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
|(A) Conservation of Energy || |
|1 the steps taken or impact on conservation of energy ||Nil |
|2 the steps taken by the company for utilising alternative sources of energy ||Nil |
|3 the capital investment on energy conservation equipments ||Nil |
|(B) Technology Absorption || |
|1 the efforts made towards technology absorption ||Nil |
|2 the benefits derived like product improvement cost reduction product development or import substitution ||Nil |
|3 in case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): ||N.A. |
|4 the expenditure incurred on Research and Development ||Nil |
|(C) Foreign exchange earnings and outgo || |
|The foreign exchange earned (actual inflows) ||Rs. Nil (Previous Year Rs. Nil ) |
|The foreign exchange outgo (actual outflows) ||Rs. Nil (Previous Year Rs. Nil ) |