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SGN Telecoms Ltd.

BSE: 531812 Sector: Engineering
NSE: N.A. ISIN Code: INE266C01023
BSE 00:00 | 04 Mar SGN Telecoms Ltd
NSE 05:30 | 01 Jan SGN Telecoms Ltd
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VOLUME 46821
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VOLUME 46821
52-Week high 0.12
52-Week low 0.00
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Mkt Cap.(Rs cr) 1
Buy Price 0.00
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SGN Telecoms Ltd. (SGNTELECOMS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 33rdAnnual Report together with the Audited Accounts of the Company for the year ended 31stMarch 2019.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review aresummarized for your consideration:

Particulars 2018-2019 2017-2018
(Rs. In Lacs) (Rs. In Lacs)
Total Revenue 20.72 18.11
Total Expenses 55.69 105.20
Interest 0.52 0.68
Depreciation - 3.16
Net Profit Before Tax (35.49) (90.93)
Provision for Tax - -
Net Profit After Tax (35.49) (90.93)

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

During the year under review Total revenue from activities stood atRs. 20.72 lacs which is very low as compared to the previous year. The company suffered anet loss of Rs. 35.49 lacs due to adverse market conditions.

DIVIDEND:-

Your Directors have not declared any Dividend for the year underreview.

DIRECTORS:-

In accordance with the provisions of the Companies Act 1956 andArticles of Association of the Company Mrs. Parminder Kaur (00030025) Director of theCompany retire by rotation in the ensuing Annual General Meeting and being eligible offerhimself for re-appointment.

KEY MANAGERIAL PERSONNEL

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

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

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights duringthe year under review.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares Employee StockOptions during the year under review.

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

The Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up Committee for implementation of said policy. During theyear Company has not received any complaint of harassment.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments effecting the Financialposition of the Company happening between the end of the Financial Year of the Company anddate of this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Nil

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 tothis Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Nil

CORPORATE GOVERNANCE :-

Your Company is committed to maintain the highest standards ofCorporate Governance. As required under Regulation 27 of SEBI (LODR) Regulations 2015Report on Corporate Governance is annexed herewith and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3)of the Companies Act 2013 the policy on appointment of Board members including criteriafor determining qualifications positive attributes independence of a Director and thepolicy on remuneration of Directors KMP and other employees is attached as Annexure D-2which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under reviewas stipulated under Part B of Schedule V to the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section as Annexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

Directors or KMPs are not drawing any remuneration.

NUMBER OF MEETINGS OF BOARD

During the year 2018-19 6 Board Meetings were held including onemeeting of Independent Directors.

Date of Board Meeting Attendance of Directors
30.05.2018 4
13.08.2018 4
14.11.2018 4
14.02.2019 4
14.02.2019(Ind. DirectorMeeting) 2
01.03.2019 2

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Aneet & Associates & Co. Chartered AccountantsChandigarh was appointed as Statutory Auditors of the Company in the last Annual GeneralMeeting to hold office till the conclusion of Annual General Meeting to be held in theyear 2022.

The Auditors' Report being self-explanatory requires no commentsfrom the Directors. Further there are no reservations qualifications or adverse remarksin the Audit Report given by them in respect of the Financial Year 2018-19.

SECRETARIAL AUDITORS REPORT

Mr. Anil Negi (FCS 46547) a Company Secretary in practice having CPno. 17213 was appointed as Secretarial Auditor of the Company for the financial year2018-19 pursuant to Section 204 of the Companies Act 2013. The Secretarial Audit Reportsubmitted by him in the prescribed form MR- 3 is attached as Annexure D-5 and forms partof this report.

There are qualifications or observations or other remarks by theSecretarial Auditors in the Report issued. The financial position of the company is notgood and company will comply with all the pending requirements shortly.

FRAUDS REPORTED BY AUDITORS

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

COST AUDIT

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

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any Subsidiary.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The company has due Internal Control system.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

There are no immediate risk to the company.

SUBSIDIARIES/ASSOCIATES

The Company has no subsidiaries or Associates as defined in theCompanies Act 2013.

DEPOSITS

The Company has neither accepted nor renewed any deposits during theFinancial Year 2017-18 in terms of Chapter V of the Companies Act 2013. Information inthis regard therefore is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERNS STATUS

AND COMPANY`S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passedby any Regulatory Authority Court or Tribunal which shall impact the going concern statusand Company`s operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 ofthe Companies Act 2013 and Regulation 18 of Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 an audit committee has beenduly constituted. The Audit Committee as on March 31 2019 comprises of the followingIndependent 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 thecorporate governance report. Further all recommendations of Audit Committee were acceptedby the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and pursuant to theprovisions of section 178 of the Companies Act 2013 Nomination & RemunerationCommittee as on March 31 2019 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 inthe Report on Corporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted Stakeholders Relationship Committee with following composition as on March 312019:-

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 thecompany.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during theyear under review. The shares of the Company are regularly traded on Bombay StockExchange.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2019 in the prescribedForm No. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) ofthe Companies (Management and Administration) Rules 2014 is attached herewith as AnnexureD-4 and forms part of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars ofloans guarantees or investments under Section 186 of the Act as at end of the FinancialYear 2018-19 are attached as Annexure D-6 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OFTHE COMPANIES ACT 2013

Nil

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle BlowerPolicy.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the directorshad prepared the annual accounts on a going concern basis; (e) the directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. (f) the directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016 (IBC)

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

ACKNOWLEDGEMENT:-

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

For & On Behalf of the Board
CHAIRMAN
PLACE: MOHALI
Date: 14.08.2019