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Savant Infocomm Ltd.

BSE: 517320 Sector: Others
NSE: N.A. ISIN Code: INE898E01011
BSE 00:00 | 27 May Savant Infocomm Ltd
NSE 05:30 | 01 Jan Savant Infocomm Ltd
OPEN 1.65
PREVIOUS CLOSE 1.65
VOLUME 223
52-Week high 1.86
52-Week low 1.65
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.65
Buy Qty 777.00
Sell Price 1.65
Sell Qty 313.00
OPEN 1.65
CLOSE 1.65
VOLUME 223
52-Week high 1.86
52-Week low 1.65
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.65
Buy Qty 777.00
Sell Price 1.65
Sell Qty 313.00

Savant Infocomm Ltd. (SAVANTINFOCOMM) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the 41st Annual Reportand the Audited Accounts for the financial year ended on March 31 2019

1. FINANCIAL PERFORMANCE:

(Rs. In Lacs)
Sr. No. Particulars 2018-19 2017-18
1 Revenue from operations - -
2 Other Income - -
3 Total - -
4 (Loss) Before Exceptional items Depreciation & Tax (PBDT) (21.30) (17.56)
5 Less: Depreciation (0.02) (0.05)
Less: Exceptional items - -
6 (Loss)for the year before taxation (21.32) (17.61)
7 Less: Provision for tax - -
Excess provision for Tax - -
8 Loss for the year after tax (21.32) (17.61)
9 Other Comprehensive Income - -
10 Total Comprehensive Income for the year (21.32) (17.61)

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:

During the year under review the Company did not undertake any activity / operation.

3. OUTLOOK

The Company is poised for restructuring its operation into some other diversifiedactivities at appropriate time which are still under consideration of the board.

4. SEGMENT REPORTING:

The Company had only one segment while in operation.

5. DIVIDEND AND RESERVES

Considering the financial performance during the year and carried forward losses ofprevious years the Board has decided not to recommend any dividend for this 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 activity hence environmentand safety measures are not required to be followed for the time being.

7. MANAGEMENT

Despite the activities and operations being at a standstill the Company has evolvedstrategy to identify unsatisfactory risks on account of credit liquidity reputation etc.and the board has assumed overall responsibility for its implementation.

8. EQUITY INFUSION OF FUNDS:

Your Company has not issued any equity shares during the year under review nor borrowedmoney by way of public deposits.

9. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company has not deviated its line of business activity nor has expanded the areaof activities; therefore there is no change in the nature of business for the year underreview.

10. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Your Company has no subsidiaries associate and joint ventures therefore disclosingthe names of the respective entities does not arise.

11. SHARE CAPITAL

There was no further issue of shares during the year 2018-19. The Capital structure ofthe Company is as follows

Share Capital 31.03.2019 31.03.2018
(a) Authorised share Capital 10000000 Equity Shares of Rs.10/- each 100000000 100000000
(b) Issued Subscribed and fully paid up share capital 3380300 fully paid Equity Shares of Rs.10/- each 33803000 33803000
33803000 33803000

• Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares

The Company has not issued any bonus shares during the year under review.

• 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 the financial year underreview.

• Equity Shares with differential rights

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

12. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2019. There were no unclaimed or unpaid deposits as on March 31 2019.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of section 149 of the Act the following Independent Directors of the Company.

1. Ms. Sharmila S. Chitale

2. Mr. Hemant K. Shah

The independent directors met on 14th February 2019 in order to evaluatethe:-

• The performance of non-independent directors and Board of directors as a whole

• The performance of Chairman of the Company taking into account the views ofexecutive directors and non-executive directors

• The quality quantity and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

All independent directors attended the annual meeting and expressed satisfaction withthe evaluation process.

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board

Mr. Harsh Parikh : Chief Executive Officer & Chief Financial Officer
Mr. Rahul Dave* : Company Secretary
Ms. Sarita Kumari** : Company Secretary

* Resigned w.e.f 15th April 2019

*Appointment w.e.f. 22nd April 2019

The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013.

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. Harsh P.Parikh Director (DIN: 00107236) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. In accordance withRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and applicable provisions of the Companies Act 2013 brief profile of the Directorto be re-appointed is included in the Notice which forms part of the Annual Report.

During the year four Meetings of Audit Committee were convened and held with therequisite quorum.

Apart from the above no other Director or Key Managerial Personnel was appointed orretired or resigned during the year under review. Particulars with regard to Remunerationof Director and KMP are set out in Annexure "II" (VI).

14. BOARD MEETINGS

The Board meets at regular intervals as and when required to discuss the businesspolices and strategies apart from other routine business.

During the financial year 2018-19 the Board met 5 (five) times i.e. on 29 thMay 2018 14th August 2018 14th November 2018 29thJanuary 2019 and 14th February 2019.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the Annual General Meetingheld during the financial year 2018-19 is as under:

Name of the Director Category Number of Meetings
Held Attended
Mr. Harsh Parikh Chairman & Director 5 4
Ms. Sharmila S. Chitale Independent Director 5 4
Mr. Hemant K. Shah Independent Director 5 4
Mr. Nikhil Dalmia* Independent Director 5 1

* Resigned w.e.f 10th August 2018.

15. COMMITTEES OF THE BOARD:

a) AUDIT COMMITTEE :

Constitution of the Audit Committee:

A qualified and independent Audit Committee has been set up by the Board in compliancewith the requirements of Section 177 of the Companies act 2013 read with rules framedthereunder.

The composition quorum powers role and scope are in accordance with Section 177 ofthe Companies Act 2013 . All the members of the Audit Committee are financially literateand have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the year2018-19

Meeting and Attendance:

The Committee met 4 (Four) times during the financial year 2018-19 i.e. on 29thMay 2018 14th August 2018 14th November 2018 and 14thFebruary 2019.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by membersof the committee are given below:

Name of the Director Category Number of Meetings
Held Attended
Mr. Harsh Parikh Chairman - Director 4 3
Ms. Sharmila S. Chitale Independent Director 4 3
Mr. Hemant K. Shah Independent Director 4 4

Mr. Harsh P. Parikh Chairman present at the last Annual General Meeting to answer thequeries of the shareholders.

b) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Constitution of the Stakeholders Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee comprising of threemembers vis; Mr. Harsh Parikh Director Ms. Sharmila S. Chitale Independent Director& Mr. Hemant K. Shah Independent Director and Mr. Hemant K. Shah was the Chairman ofthe Committee. The composition of the Stakeholder Relationship Committee is in compliancewith the provisions of Section 178 of the Companies Act 2013 read with rules framedthereunder.

The Committee met 4 (four) times during the financial year 2018-19 i.e. on 29thMay 2018 14th August 2018 14th November 2018 and 14thFebruary 2019.

The composition of the Audit Committee and the details of meetings attended by membersof the committee are given below:

Name of the Director Category Number of Meetings
Held Attended
Mr. Hemant K. Shah Chairman - Independent Director 4 4
Mr. Harsh Parikh Director 4 3
Ms. Sharmila S. Chitale Independent Director 4 3

The Company obtains half-yearly certificate from a Company Secretary in Practiceconfirming the issue of certificates for transfer sub-division consolidation etc. andsubmits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of the ListingRegulations. Further the Compliance Certificate under Regulation 7(3) of the SEBI ListingRegulations confirming that all activities in relation to both physical and electronicshare transfer facility are maintained by Registrar and Share Transfer Agent is alsosubmitted to the Stock Exchanges on a half yearly basis.

Mr. Harsh Parikh duly authorised by the Chairman of the Committee was present at thelast Annual General Meeting to answer the queries of the shareholders.

c) NOMINATION AND REMUNERATION COMMITTEE:

Constitution of the Nomination and Remuneration Committee:

The Board has constituted the Nomination and Remuneration Committee comprising of threemembers vis; Mr. Harsh Parikh - Director Ms. Sharmila S. Chitale Independent Directorand Mr. Hemant K. Shah Independent Director of the Committee. Ms. Sharmila S. Chitale wasthe Chairman of the Committee. The composition of the Nomination and RemunerationCommittee is in compliance with the provisions of Section 178 of the Companies Act 2013read with rules framed thereunder.

The Committee met 1(one) times during the financial year 2018-19 i.e. on 28thMay 2019 and 29th January 2019.

The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by members of the committee are given below:

Name of the Director Category Number of Meetings
Held Attended
Ms. Sharmila S. Chitale Chairman - Independent Director 2 2
Mr. Harsh Parikh Director 2 2
Mr. Hemant K. Shah Independent Director 2 2

Mr. Harsh Parikh duly authorised by the Chairman of the Committee was present at thelast Annual General Meeting to answer the queries of the shareholders.

16. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations the provision with regard toCorporate Governance is not applicable to the company as the paid up equity capital doesnot exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as on the last day ofthe previous financial year.

17. LISTING OF EQUITY SHARES

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The annuallisting 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 appointedas Auditors of the Company for a term of 5 year consecutive years at the Annual GeneralMeeting held on 28th September 2017.

The Company has received written consent and certificate of eligibility pursuant to theprovisions of Sections 139 141 and other applicable provisions of the Act and rulesframed thereunder (including any statutory modification or re-enactment thereof for thetime being in force) from M/s. Krishna & Giri Chartered Accountants.

Disclosure under Section 143 (12) of Companies Act 2013:-

The Statutory Auditors of the Company have not reported any fraud or irregularities asspecified under the Second provision of Section 143 (12) of the Act (including orre-enactment(s) for the time being in force) read anyStatutory modification(s) with Rule13 of the Companies (Audit and Auditors) Rules 2014 during financial year under review.

Statutory Auditor's Report:-

There are no adverse remarks observations or disclaimer remarks by the Statutory

Auditors in their report for the financial year ended 31st March 2019

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

There are no materially significant related party transactions made by the Companyduring the year under consideration with the Promoters Directors or Key ManagerialPersonnel which may have a potential conflict with the interest of the Company at large.All the related party transactions as required under Accounting Standard - 18 are reportedin the Notes to the financial statements.

The particulars as required under the Companies Act 2013 are furnished in Form AOC - 2which is annexed as "Annexure - I" to this report.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act 2013 an extract ofannual return is annexed hereto as "Annexure-II" and forms part of thisreport.

21. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION :

Since the company has no operations your company has decided that having a Nominationand Remuneration Policy pursuant to Section 178 (4) of the Companies Act 2013 is notnecessary at this stage.

22. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Dharmesh SarvaiyaProprietor of M/s. Sarvaiya & Co. Practicing Company Secretary (CP: 17136 ; A.C.S.46848) have been appointed as the Secretarial Auditors to conduct the Secretarial Auditof the Company for the financial year 2018-19 the Secretarial Audit Report is annexedherewith 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 as specified underthe Second provision of Section 143 (12) of the Companies Act 2013 (including anyStatutory modification(s) or re-enactment(s) for the time beingin force).

There are no adverse remarks observations or disclaimer remarks by the StatutoryAuditors.

However the Secretarial Auditors have made certain observations to which our reply isas follows :

Observations Reply
During the year under review the Company has not appointed Manger / Whole Time Director / Chief Executive Officer required as per provisions of Section 203 of the Companies Act 2013. Since complied with as C. E. O. has been appointed w.e.f. 22nd April 2019.

23. COST AUDIT:

The Company is not required to maintain cost record as prescribed by the CentralGovernment under the provision of Section 148 of the Companies Act 2013 in view of theclosure of the plant in 2002 and cessation of manufacturing activities. No activities orservices have been undertaken by the Company since then.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

No information with regard to conservation of energy and technology absorption isrequired to be furnished as the Company did not undertake any activity / operation.

Further there were no foreign exchange earnings and outgo during the year underreview.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

During the year under review the Company has not advanced any loans given guaranteesor made investments. Particulars of contracts or arrangements with related partiesParticulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013.

26. CORPORATE SOCIAL REPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

27. ANNUAL EVALUATION OF BOARD PERFORMANCE

The company has no operations and has therefore decided that it is neither possible nornecessary at this time to frame criteria for assessing the performance of its directorsand the Board.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentations received from the Operating Management and after due enquiry herebyconfirm that:

I. In the preparation of annual accounts the applicable accounting standards have beenfollowed and no material departures have been made from the same;

II. They had in consultation with Statutory Auditors selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2019 and of the profit and loss of the Company for the year ended on that date;

III. They 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;

IV. They have prepared the annual accounts on a "going concern" basis;

V. They have laid down internal financial controls which are adequate and operatingeffectively;

VI. They have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

29. INFORMATION UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014.

The company has no employees on its rolls and hence the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notapplicable.

30. LISTING

The shares of the Company are listed at the BSE Limited. The annual listing fee hasbeen paid to the stock exchange before the due date.

31. CAUTIONARY STATEMENT

Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc are based on reasonableassumption the actual results might differ.

32. RISK MANAGEMENT POLICY

The company has no operations and has therefore decided that it does not need any riskmanagement policy now.

33. WHISTLE BLOWER POLICY

The company has no operations and has therefore decided that it does not need any whileblower policy now

34. AWARDS AND RECOGNITION

The Company has not received any award during the Financial Year.

35. ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the co-operation and understanding displayed bythe shareholders & others and continue to look forward to the same.

On behalf of the Board of Directors
Sd/- Sd/-
Harsh Parikh Sharmila S. Chitale
Place : Mumbai Director Director
Date : 30th May 2019 DIN : 00107236 DIN : 07146530