Savant Infocomm Ltd.
|BSE: 517320||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE898E01011|
|BSE 00:00 | 09 Jan||Savant Infocomm Ltd|
|NSE 05:30 | 01 Jan||Savant Infocomm Ltd|
Savant Infocomm Ltd. (SAVANTINFOCOMM) - Director Report
Company director report
The Directors of your Company are pleased to present the 40th AnnualReport and the Audited Accounts for the financial year ended on March 312018.
1. FINANCIAL PERFORMANCE:
(Rs. In Lacs)
2. SALIENT FEATURES OF COMPANY'S WORKINGDURING THE YEAR:
During the year under review the Company did not undertake anyactivity / operation.
The Company is poised for restructuring its operation into some otherdiversified activities at appropriate time which are still under consideration of theboard.
4. SEGMENT REPORTING:
The Company had only one segment while in operation.
5. DIVIDEND AND RESERVES
Considering the financial performance during the year and carriedforward losses of previous years the Board has decided not to recommend any dividend forthis year. Further your Directors do not propose to transfer any amount to the reserves.
6. ENVIRONMENT AND SAFETY
Since the Company has neither any workmen nor engaged in any activityhence environment and safety measures are not required to be followed for the time being.
Despite the activities and operations being at a standstill theCompany has evolved strategy to identify unsatisfactory risks on account of creditliquidity reputation etc. and the board has assumed overall responsibility for itsimplementation.
8. EQUITY INFUSION OF FUNDS:
Your Company has not issued any equity shares during the year underreview nor borrowed money by way of public deposits.
9. CHANGE IN NATURE OF BUSINESS IF ANY
Your Company has not deviated its line of business activity nor hasexpanded the area of activities; therefore there is no change in the nature of businessfor the year under review.
10. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
Your Company has no subsidiaries associate and joint venturestherefore disclosing the names of the respective entities does not arise.
11. SHARE CAPITAL
There was no further issue of shares during the year 2017-18. TheCapital structure of the Company is as follows
Buy Back of Securities
The Company has not bought back any of its securities during the yearunder review.
The Company has not issued any Sweat Equity Shares during the yearunder review.
The Company has not issued any bonus shares during the year underreview.
Employees Stock Option
The Company has not provided any Stock Option Scheme to the employees.
Rights Issue of equity shares
The Company has not issued any shares on right basis during thefinancial year under review.
Equity Shares with differential rights
The Company has not issued equity shares with differential rights as todividend voting or otherwise.
The Company has not invited/ accepted any deposits from the publicduring the year ended March 31 2018. There were no unclaimed or unpaid deposits as onMarch 31 2018.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of section 149 of the Act the following Independent Directorsof the Company.
1. Ms. Sharmila S. Chitale
2. Mr. Hemant K. Shah
The independent directors met on 14th February 2018 in order toevaluate the:-
The performance of non-independent directors and Board ofdirectors as a whole
The performance of Chairman of the Company taking into accountthe views of executive directors and non-executive directors
The quality quantity and timeliness of flow of informationbetween the management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
All independent directors attended the annual meeting and expressedsatisfaction with the evaluation process.
In terms of Section 203 of the Act the following were designated asKey Managerial Personnel of your Company by the Board
*Resigned w.e.f. 13th September 2017 "Appointment w.e.f. 14thFebruary 2018
The Company appreciates and places on record the excellent servicesrendered and guidance provided by Ms. Mina Parikh (DIN : 00107845) she has been on theboard from 28th July 2014 to 14th February 2018. She had expressed her desire to stepdown as a Director due to personal reasons and the board had accepted her resignation indeference to her wishes.
The Company has received declaration from all the Independent Directorsconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013.
In terms of the provisions of Section 152(6) of the Companies Act2013 Mr. Harsh P. Parikh Director (DIN: 00107236) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. Inaccordance with Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and applicable provisions of the Companies Act 2013brief profile of the Director to be re-appointed is included in the Notice which formspart of the Annual Report.
During the year four Meetings of Audit Committee were convened andheld with the requisite quorum.
Apart from the above no other Director or Key Managerial Personnel wasappointed or retired or resigned during the year under review. Particulars with regard toRemuneration of Director and KMP are set out in Annexure II (VI).
14. BOARD MEETINGS
The Board meets at regular intervals as and when required to discussthe business polices and strategies apart from other routine business.
During the financial year 2017-18 the Board met 5 (five) times i.e. on25thApril2017 31st August 2017 13th September 2017 14th December 2017 and 14thFebruary 2018.
The gap between two meetings did not exceed one hundred and twenty daysand the necessary quorum was present for all the meetings held during the year.
The attendance of the Directors at the Board Meetings and the AnnualGeneral Meeting held during the financial year 2017-18 is as under: :
*Resigned w.e.f 14th February 2018 "Resigned w.e.f 28th April2017
15. COMMITTEES OF THE BOARD:
a) AUDIT COMMITTEE :
Constitution of the Audit Committee:
A qualified and independent Audit Committee has been set up by theBoard in compliance with the requirements of Section 177 of the Companies act 2013 readwith rules framed there under.
The composition quorum powers role and scope are in accordance withSection 177 of the Companies Act 2013 . All the members of the Audit Committee arefinancially literate and have experience in financial management.
The Board has accepted all the recommendations of the Audit Committeeduring the year 2017-18 Meeting and Attendance:
The Committee met 4 (Four) times during the financial year 2017-18 i.e.on 25th April 2017 13th September 2017 14th December 2017 and 14th February 2018.The gap between two meetings did not exceed one hundred and twenty days and
the necessary quorum was present for all the meetings held during theyear.
Mr. M. R. Rajagopalanand Mr. Prakash Damodaran ceased to be the memberof the Committee w.e.f. 28th April 2017. The Nomination and Remuneration Committeethrough a resolution passed in the Board Meeting held on 25th April 2017 appointed Ms.Sharmila S. Chitale and Mr. Hemant K. Shah as members of the Committee. The composition ofthe Audit Committee and the details of meetings attended by members of the committee aregiven below:
* Resigned w.e.f 28th April 2017.
b) STAKEHOLDERS RELATIONSHIP COMMITTEE:
Constitution of the Stakeholders Relationship Committee:
The Board has constituted the Stakeholders Relationship Committeecomprising of three members vis; Mr. Harsh Parikh Non-Executive DirectorMs. Sharmila S.Chitale Independent & Non-Executive Director & Mr. Hemant K. Shah Independent& Non-Executive Director and Mr. Hemant K. Shah was the Chairman of the Committee. Thecomposition of the Stakeholder Relationship Committee is in compliance with the provisionsof Section 178 of the Companies Act 2013 read with rules framed thereunder.
The Committee met 4 (four) times during the financial year 2017-18 on25th April 2017 13th September 2017 14th December 2017 and 14th February 2018.
Mr. M. R. Rajagopalanand Mr. Prakash Damodaran ceased to be the memberof the Committee w.e.f. 28th April 2017. The Nomination and Remuneration Committeethrough a resolution passed in the Board Meeting held on 25th April 2017 appointedMs.Sharmila S. Chitale and Mr. Hemant K. Shah as members of the Committee. The composition ofthe Audit Committee and the details of meetings attended by members of the committee aregiven below:
The Company obtains half-yearly certificate from a Company Secretary inPractice confirming the issue of certificates for transfer sub-division consolidationetc. and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of theListing Regulations. Further the Compliance Certificate under Regulation 7(3) of the SEBIListing Regulations confirming that all activities in relation to both physical andelectronic share transfer facility are maintained by Registrar and Share Transfer Agent isalso submitted to the Stock Exchanges on a half yearly basis.
Mr. Harsh Parikh duly authorised by the Chairman of the Committee waspresent at the last Annual General Meeting to answer the queries of the shareholders.
c) NOMINATION AND REMUNERATION COMMITTEE:
Constitution of the Nomination and RemunerationCommittee:
The Board has constituted the Nomination and Remuneration Committeecomprising of three members vis; Mr. Harsh Parikh Chairman - Non-Executive Director Mr.M. R. Rajagopalan Independent & Non-Executive Director (Resignedw.e.f 28th April2017) Ms. Sharmila S. Chitale Independent & Non-Executive Director and Mr. Hemant K.Shah Independent & Non-Executive Directorof the Committee. The composition of theNomination and Remuneration Committee is in compliance with the provisions of Section 178of the Companies Act 2013 read with rules framed thereunder.
Mr. Harsh Parikh duly authorised by the Chairman of the Committee waspresent at the last Annual General Meeting to answer the queries of the shareholders.
16. CORPORATE GOVERNANCE
Pursuant to Chapter IV of the SEBI Listing Regulations the provisionwith regard to Corporate Governance is not applicable to the company as the paid up equitycapital does not exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as on thelast day of the previous financial year.
17. LISTING OF EQUITY SHARES
The shares of the Company are listed at the Bombay Stock Exchange(BSE). The annual listing fee has been paid to the stock exchange before the due date.
18. STATUTORY AUDITORS:
M/s. Krishna &Giri Chartered Accountants (Firm Reg. No.: 001512S)were appointed as Auditors of the Company for a term of 5 year consecutive years at theAnnual General Meeting held on 28th September 2017.
The Company has received written consent and certificate of eligibilitypursuant to the provisions of Sections 139 141 and other applicable provisions of the Actand rules framed thereunder (including any statutory modification or re-enactment thereoffor the time being in force) from M/s. Krishna &Giri Chartered Accountants.Disclosure under Section 143 (12) of Companies Act 2013:- The Statutory Auditors of theCompany have not reported any fraud or irregularities as specified under the Secondprovision of Section 143 (12) of the Act (including any Statutory modification(s) orre-enactment(s) for the time being in force) read with Rule 13 of the Companies (Auditand Auditors) Rules 2014 during financial year under review.\
Statutory Auditor's Report:-
There are no adverse remarks observations or disclaimer remarks by theStatutory Auditors in their report for the financial year ended 31st March 2018
19. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADEWITH RELATED PARTIES
There are no materially significant related party transactions made bythe Company during the year under consideration with the Promoters Directors or KeyManagerial Personnel which may have a potential conflict with the interest of the Companyat large. All the related party transactions as required under Accounting Standard - 18are reported in the Notes to the financial statements.
The particulars as required under the Companies Act 2013 are furnishedin Form AOC - 2 which is annexed as Annexure - I to this report.
20. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 92 (3) of the Companies Act2013 an extract of annual return is annexed hereto as Annexure-II and formspart of this report.
21. POLICY ON DIRECTORS APPOINTMENT &REMUNERATION :
Since the company has no operations your company has decided thathaving a Nomination and Remuneration Policy pursuant to Section 178 (4) of the CompaniesAct 2013 is not necessary at this stage.
22. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.DharmeshSarvaiya Proprietor of M/s. Sarvaiya& Co. Practicing Company Secretary (CP:17136 ; A.C.S. 46848) have been appointed as the Secretarial Auditors to conduct theSecretarial Audit of the Company for the financial year 2017-18 the Secretarial AuditReport is annexed herewith as Annexure- III and forms part of this report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATION
The Statutory Auditors of the Company have not reported any fraud asspecified under the Second provision of Section 143 (12) of the Companies Act 2013(including any Statutory modification(s) or re-enactment(s) for the time being in force).
There are no adverse remarks observations or disclaimer remarks by theStatutory
However the Secretarial Auditors have made certain observations towhich our reply is as follows:
23. COST AUDIT:
The Company is not required to maintain cost record as prescribed bythe Central Government under the provision of Section 148 of the Companies Act 2013 inview of the closure of the plant in 2002 and cessation of manufacturing activities. Noactivities or services have been undertaken by the Company since then.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO
No information with regard to conservation of energy and technologyabsorption is required to be furnished as the Company did not undertake any activity /operation.
Further there were no foreign exchange earnings and outgo during theyear under review.
25. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS UNDER SECTION 186 :
During the year under review the Company has not advanced any loansgiven guarantees or made investments. Particulars of contracts or arrangements withrelated parties Particulars of contracts or arrangements with related parties referred toin Section 188 (1) of the Companies Act 2013: NIL
26. CORPORATE SOCIAL REPONSIBILITY (CSR)
The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within purview of Section 135(1) of theCompanies Act 2013 and hence it is not required to formulate policy on corporate socialresponsibility.
27. ANNUAL EVALUATION OF BOARD PERFORMANCE
The company has no operations and has therefore decided that it isneither possible nor necessary at this time to frame criteria for assessing theperformance of its directors and the Board.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsbased on the representations received from the Operating Management and after due enquiryhereby confirm that:
I. In the preparation of annual accounts the applicable accountingstandards have been followed and no material departures have been made from the same;
II. They had in consultation with Statutory Auditors selectedaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 312018 and of the profit and loss of the Company for the yearended on that date;
III. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
IV. They have prepared the annual accounts on a goingconcern basis;
V. They have laid down internal financial controls which are adequateand operating effectively;
VI. They have devised proper system to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
29. INFORMATION UNDER COMPANIES ( APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.
The company has no employees on its rolls and hence the provisions ofRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable.
The shares of the Company are listed at the BSE Limited. The annuallisting fee has been paid to the stock exchange before the due date.
31. CAUTIONARY STATEMENT
Statements in these reports describing company's projectionsstatements expectations and hopes are forward looking. Though these expectations etcare based on reasonable assumption the actual results might differ.
32. risk management policy
The company has no operations and has therefore decided that it doesnot need any risk management policy now.
33. WHISTLE BLOWER POLICY
The company has no operations and has therefore decided that it doesnot need any while blower policy now
34. AWARDS AND RECOGNITION
The Company has not received any award during the Financial Year.
Your Directors acknowledge with thanks the co-operation andunderstanding displayed by the shareholders & others and continue to look forward tothe same.