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SGN Telecoms Ltd.

BSE: 531812 Sector: Engineering
NSE: N.A. ISIN Code: INE266C01023
BSE 13:46 | 19 Aug 0.79 0.02
(2.60%)
OPEN

0.74

HIGH

0.80

LOW

0.74

NSE 05:30 | 01 Jan SGN Telecoms Ltd
OPEN 0.74
PREVIOUS CLOSE 0.77
VOLUME 38182
52-Week high 0.90
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.75
Buy Qty 500.00
Sell Price 0.79
Sell Qty 1667.00
OPEN 0.74
CLOSE 0.77
VOLUME 38182
52-Week high 0.90
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.75
Buy Qty 500.00
Sell Price 0.79
Sell Qty 1667.00

SGN Telecoms Ltd. (SGNTELECOMS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their35thAnnual Reporttogether with the Audited Accounts of the Company for the year ended 31stMarch 2021.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for yourconsideration:

Particulars 2020-2021 2019-2020
(Rs. In Lacs) (Rs. In Lacs)
Total Revenue 11.62 21.57
Total Expenses 19.56 140.55
Interest 0.96 0.56
Depreciation - -
Net Profit Before Tax (8.89) (119.54)
Provision for Tax - -
Net Profit After Tax (8.89) (119.54)

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/HIGHLIGHTS/OPERATIONS

During the year under review total revenue from activities stood at Rs. 11.62lacswhich slightly increased as compared to the previous year. The company suffered a netloss of Rs. 8.89 lacs due to adverse market conditions.

IMPACT OF COVID-19

Covid-19 pandemic has significantly impacted the prospectus of business operations ofthe Company. The management was contemplating entering into solar business but the onsetof pandemic has adversely effected the same.

The Company has evaluated the impact of this pandemic on its business operationsfinancial position internal financial reporting and controls etc. and is considering totake appropriate mitigating measures.

However the assessment of Covid-19 impact on business operations is a continuingprocess given the uncertainties associated with its nature and duration. Accordingly theactual impact on the operational and financial performance may differ from that estimated.The Company will continue to closely monitor any material changes to the future businessconditions and financial performance.

DIVIDEND:-

Your Directors have not recommended any Dividend for the year under review.

GENERAL RESERVE:

The Company has not transferred any amount to any reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply to the Companyas there were no amounts due to be transferred to the fund during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations.

DIRECTORS:-

In accordance with the provisions of the Companies Act 1956 and Articles ofAssociation of the Company Mr. Surinder Singh (00030011) Director of the Company retireby rotation in the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Surinder Singh Managing Director
Ms. Manjit Kaur Chief Financial Officer
Mrs. Swarnalata Behera Company Secretary

SHARE CAPITAL

During the year under review there is no change in the Share Capital of the Company.The Authorised capital of the Company is Rs. 300000000 comprising of 300000000equity shares of Rs. 1/- each. Issued paid up and subscribed Share Capital of the Companyis Rs. 80809900 comprising of 80809900 shares of Rs. 1/- each.

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year underreview.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares Employee Stock Options during theyear under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place "Policy for Prevention and Redressal of Sexual Harassment"in line with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (hereinafter referred to as ‘the said Act') andRules made there under. As per the provisions of Section 4 of the said Act the Board ofDirectors has constituted the Internal Complaints Committee (ICC) at the Registered Officeof the Company to deal with the Complaints received by the Company pertaining to genderdiscrimination and sexual harassment at workplace.

Further as per the provisions of Section 21& 22 of the aid Act the Report indetails of the number of cases filed under Sexual Harassment and their disposal for thefinancial year under review is as under:

No. of cases pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending as on the end of the financial year under review
1. NIL NIL NIL

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments effecting the Financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.

MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the FinancialYear under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest.

LISTING AND LISTING REGULATIONS

The equity shares of the company are listed on the BSE Limited (BSE). The Company hasalso formulated the Policies as required under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015:

The company is regular in paying the listing fee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure-1 to this Report.

INSIDER TRADING

The Board of Directors has adopted The Code Of Conduct For Prevention Of InsiderTrading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015. The Insider trading policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.

CORPORATE GOVERNANCE :-

Though the provisions of corporate governance are not applicable to the company butYour Company is still committed to maintain the highest standards of Corporate Governance.The company is voluntarily complying with the majority of the provisions of corporategovernance. A copy of corporate governance is attached as Annexure 7.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) theSecurities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure -2 which formspart of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review as stipulatedunder Part B of Schedule V to the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure -3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the CompaniesAct 2013 the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard. The details under Section 197 (12) of the Companies Act 2013read with Rules 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure -8.

NUMBER OF MEETINGS OF BOARD

During the year 2020-216 Board Meetings were held including one meeting of IndependentDirectors.

Date of Board Meeting No. of Directors Attendance of Directors
30.06.2020 4 4
25.08.2020 4 4
12.11.2020 4 4
04.12.2020 4 4
12.02.2021 4 4
12.02.2021 (Ind.Director Meeting) 2 2

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and Individual Directors includingIndependent Directors. Accordingly following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole :

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards Statutory compliances monitoring of controls and CorporateGovernance

The Independent Directors had met separately on 12.02.2021without the presence ofNon-Independent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive andNon-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpress their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Aneet & Associates& Co. Chartered Accountants Chandigarh was appointedas Statutory Auditors of the Company in the last Annual General Meeting to hold officetill the conclusion of Annual General Meeting to be held in the year 2022.

The Auditors' Report being self-explanatory requires no comments from the Directors.Further there are no reservations qualifications or adverse remarks in the Audit Reportgiven by them in respect of the Financial Year 202021.

SECRETARIAL AUDITORS REPORT

Mr. Anil Negi (FCS 46547) a Company Secretary in practice having CP no. 17213 wasappointed as Secretarial Auditor of the Company for the financial year 2020-21pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure -6 and forms part of this report.Thereply to qualifications/observation/remarks by the Secretarial Auditors are as follow:

1. There was some delay in publishing the quarterly/annual financial results innewspaper andsubmitting to stock exchange because of restricted movements due to Covid-19.

2. The company had its own website. Due to covid restrictions the service providercould not update the same on time. The website will be updated very shortly.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidation of financial statement In terms of Rule 6 of Companies (Accounts) Rules2014 are not applicable as Company does not have any subsidiary or associates.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act the Company has awell placed proper and adequate internal financial control system commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalAudit function is well defined in the Organization. The internal financial control systemensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements ofListing Agreement with the Stock Exchanges a Risk Management Committee was constituted bythe Board of Directors with responsibility of preparation of Risk Management Policyreviewing and monitoring the same on regular basis to identify and review critical riskson regular basis The risks faced by the Company and their minimization procedures areassessed by the Board. Further the Company identifies risks and control systems areinstituted to ensure that the risks in each business process are mitigated. The Boardprovides oversight and reviews the Risk Management Policy on a regular basis. In theopinion of the Board there has been no identification of elements of risk that maythreaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES

The Company does not have any Subsidiary / Joint Ventures / Associate Companies. Hencethe provisions regarding incorporation of a separate segment for disclosure of thefinancial positions and performance of the Subsidiary Associate and Joint Venturecompanies is not applicable to the Company

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2020-21 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUSAND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 an audit committee has been duly constituted.The Audit Committee as on March 31 2021 comprises of the following Independent Directors:

Mr. Inderjit Singh Independent Director Chairman
Mr. Ramesh Kumar Independent Director Member
Mr. Surinder Singh Managing Director Member

Details of the Audit Committee have been separately given in the corporate governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and pursuant to the provisions of section178 of the Companies Act 2013 Nomination & Remuneration Committee as on March312021 comprises of the following Directors:

Mr. Inderjit Singh Independent Director Chairman
Mr. Ramesh Kumar Independent Director Member
Mrs. Parminder Kaur Director Member

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has constituted StakeholdersRelationship Committee with following composition as on March 312021:-

Mr. Inderjit Singh Independent Director Chairman
Mr. Ramesh Kumar Independent Director Member
Mr. Surinder Singh Managing Director Member

CSR COMMITTEE

Section 135 of the Companies Act 2013 is not applicable to the company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 312021 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure -4 and formspart of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2020-21 are attached as Annexure -5 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013

Nil

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of Listing regulations2015.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

COMPLIANCE

The Company has devised proper systems to ensure compliance of all laws applicable tothe Company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.

CEO / CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the CFO have submitted necessary certificate to the Board of Directors stating theparticulars specified under the said Regulation. The Certificate has been reviewed by theAudit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports the Company's Equity Shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 87.4% of the shares of the Company are already indematerialized form. M/s Mas Services Limited New Delhi is acting as the Registrar andShare Transfer Agents for this purpose and acts as common share agency in terms of SEBIGuidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of theirroles rights & responsibilities nature of the industry in which Company operatesbusiness model of the Company and related matters are communicated to the IndependentDirectors from time to time and are available on the website of the company.

INDUSTRIAL RELATIONSHIPS

Relations between the Management and the employees at all levels have been cordial andthe Directors wish to express their appreciation for the cooperation and dedication of theemployees of the Company.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of naturalresources and continuously takes initiatives to reduce consumption of electricity andwater.

SUMS DUE TO MICRO SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro Small &Medium Enterprises as on 31st March 2021.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial oroperational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT:-

The Directors place on record their appreciation for the support and assistancereceived from all concerned during the period under review.

For & On Behalf of the Board
SD/-
Suinder Singh CHAIRMAN
PLACE: MOHALI Date: 03.09.2021

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