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SM Energy Teknik & Electronics Ltd.

BSE: 522042 Sector: Industrials
NSE: N.A. ISIN Code: INE540D01011
BSE 00:00 | 03 Dec SM Energy Teknik & Electronics Ltd
NSE 05:30 | 01 Jan SM Energy Teknik & Electronics Ltd
OPEN 3.48
PREVIOUS CLOSE 3.48
VOLUME 10
52-Week high 3.48
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.48
CLOSE 3.48
VOLUME 10
52-Week high 3.48
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SM Energy Teknik & Electronics Ltd. (SMENERGYTEKNIK) - Director Report

Company director report

To the Members

Your Directors present their 36th Annual Report together with the Audited Accounts forthe year ended 31st March 2019.

FINANCIAL RESULTS

(Amt. in ‘000)
2018-2019 2017-2018
(12 months) (12 months)
Total Income - -
Profit/(loss) before Depreciation & Tax (2239) (912)
Less : Depreciation - -
Less : Exceptional Items - -
Profit/(loss) after depreciation and before tax (2239) (912)
Current Tax - -
Deferred Tax - -
Profit/(Loss) after Tax (2239) (912)

DIVIDEND

Your Directors regret that due to continued accumulated losses no dividend could berecommended for the year.

RESERVES

Since the company has accumulated losses no amount has been transferred to Reserves.

REVIEW OF OPERATIONS

The Company's networth continues to be eroding and the alternative plans for revival ofthe company have not been found viable despite efforts of the Board of Directors. Therehave been no operations in the company for quite some time and the pressure on the companyby the creditors is mounting and the company currently is unable to raise any funds formeeting these obligations. The Board of directors in its meeting held on 25th October2018 have resolved to file an application to the Adjucating Authority for initiatingCorporate Insolvency Resolution Process (CIRP) under section 10 of the Insolvency andBankruptcy Code (IBC) 2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186

There were no loans or guarantees given or any investments made during the year underreview.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms-lengthbasis. However during the year there has been no substituting contract or arrangementwith related parties which warrants disclosure of this particulars u/s. 188 (1).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGAND OUTGO

The Company did not have any major power and fuel consumption during the year underconsideration. No foreign exchange earnings and expenditure were made during the yearunder consideration. And hence the company has nothing to report as an annexure requiredunder rule 8(3) of Companies (Accounts) Rules 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(6) read with Section 134 (5) of the Companies Act 2013the Board of Directors of the Company hereby states and confirms that:-

(i) In the preparation of the Annual Accounts applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the accounting year and ofthe loss of the company for that year;

(iii) The Directors 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) The Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The Directors have devised proper system to ensure compliance with the provisionof all applicable loss and that such systems were adequate and operating effectively.

AUDITORSANDAUDITORS REPORT

M/s. M/s. Kavathekar& Co Chartered Accountants (FRN No.102737) retire at theconclusion of thisAnnual General Meeting (AGM). The Board proposes to appoint M/s. D.K.Upendra & Co Chartered Accountants (FRN No. 0068025) as Auditors of the company atthe ensuingAnnual General Meeting.

Remarks made by the auditors in their report read with notes to accounts thereon areself explanatory.

MANAGEMENT DISCUSSION & ANALYSIS

The management Discussion and analysis report forms part of the Directors report and isannexed herewith.

DEPOSITS

The Company has not accepted/renewed any deposits during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms Vaishali Shetty Oza Director of the Company retires by rotation and being eligibleoffered herself for reappointment.

Consequent to the disposal of the Textile Machinery Manufacturing Division the Boardis exploring foray in to new business ventures and therefore pending said determination ofthe business plan the company is still in the process of identifying/ appointment of KeyManagerial Personnel including Company Secretary and CFO.

However as an introductory measure the company has taken the services of CA C.R.Murali as Compliance Officer in terms of the Listing Regulations of The Bombay StockExchange Ltd.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2019 AND MAY 30 2019 (DATE OF THE REPORT)

There are no material changes and commitments to report affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :

As suggested and approved filing of Application u/s.10 of the section 10 of theInsolvency and Bankruptcy Code (IBC) 2016 pursuant to the the company has also soughtapproval of the shareholders for filing the application under section 10 of the IBC Code2016 in this regard.

DETAILS OF HOLDING/SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY ;

The Company also has no subsidiaries/joint venture/associate company. The company isnot subsidiary of any other body corporate. There have been no changes in the status asabove.

PARTICULARS OF EMPLOYEES :

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are required to be provided in the AnnualReport. However there were no employees who were in receipt of remuneration for whichdetails need to be disclosed.

SHARE CAPITAL :

During the financial year there was no change in the Share Capital of the Company.

EXTRACT OF THEANNUAL RETURN :

Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn in Form No. MGT – 9 is annexed herewith.

BOARD OF DIRECTORS MEETING :

During the year ended 31st March 2 019 the Company had Five (05) Board Meetings andthe gap between the two meetings of the Board is as per Companies Act 2013. The followingdates namely 30th April 2018 30th May 2018 14th August 2018 14th November 2018 and13th February 2019.

COMMITTEES OF BOARD :

Following are the various Committees formed by Board:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

The details of the composition of committees its roles and responsibility along withnumber of meetings held are given in the Report of Corporate Governance.

As the Company is loss making Corporate Social Responsibility Committee (CSR) andpolicy is not applicable.

REMUNERATION POLICY :

The remuneration policy takes into account the circumstance of business so as toattract and retain quality talent and leverage performance significantly.

Remuneration of the Executive Director is determined by the Board on therecommendation of the Nomination & Compensation Committee which is subject to theapproval of the shareholders.

Non-Executive Directors are also entitled to sitting fees for attending meetings of theBoard and Committees thereof the quantum of which is determined by the Board. However Nositting fees was paid to Non-Executive Directors for any meeting of the Board AuditCommittee Independent Directors Committee Nomination and Remuneration Committee and theStakeholders Relationship Committee

CORPORATE GOVERNANCE CERTIFICATE :

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreementswith the Stock Exchanges in India forms part of the Annual Report. Certificate from theAuditor of the Company M/s. Kavathekar& Co Chartered Accountants confirmingcompliance of conditions of Corporate Governance as stipulated under the aforesaid Clause49 is annexed to this Report.

PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS :

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation. The Board hasevaluated performance of all the Directors and expressed its satisfaction. Evaluationprocedure covered Board's functioning such as adequacy of the size and Composition of theBoard and its Committees to ensure diversity and adequate skills in the best interest ofthe Company as a whole.

FAMILIARIZATION PROGRAMME FOR DIRECTORS :

A well informed familiarized Board member can contribute significantly to effectivelydischarge its role of trusteeship in a manner that fulfils stakeholders' aspirations andsocietal expectations. In pursuit of this the Directors are updated on a continuing basison changes / developments in the domestic / global corporate and industry scenarioincluding those pertaining to statutes / legislations and economic environment to enablethem to take well informed and timely decisions.

RISK MANAGEMENT :

The Company has formulated the Company's Risk Management Policy identifying theelements of risk that the Company may face such as strategic financial credit marketliquidity security property legal regulatory and other risks pursuant to theprovisions of Section 134 (3)(n) which has been exhibited in the Company's Website.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate and effective internal financial control systemcommensurate with its size and operations.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Act that they meet with the criteria of their independence laid downin Section 149(6).

SECRETARIALAUDIT REPORT :

The Board has appointed Mr Bhushan Gharpure Company Secretary in Practice (COPNo.9827)to conduct Secretarial Audit for the financial year 2018-19. The Secretarial AuditReport for the financial year ended 31.3.2019 is annexed to this report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

DISCLOSURES :

i. Whistleblower Policy

The Company has a Whistleblower Policy to report genuine concerns and grievances. Thesame is explained in the Corporate Governance Report. The practice of the WhistleblowerPolicy is overseen by the Audit Committee of the Board and no employee has been deniedaccess to the Committee.

ii. Prevention of Sexual harassment Policy

During the year 2018-19 No Complaints were received by the Company relating the sexualharassment.

iii. Statement pursuant to Rule 5 (2) & (3) of Companies (Appointment andRemuneration of Managerial Personnel) 2014.

There are no particulars to be disclosed pursuant to Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) 2014.

Similarly there are no details required to be disclosed pursuant to provisions ofSection 197 (12) read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as well as Schedule V part II Section II(A) of theCompanies Act 2013.

Corporate Social Responsible Committee

The requirement pursuant to Section 135(1) of the Act for constituting Corporate SocialResponsible Committee is not applicable to the company.

Listing with Stock Exchanges

The Company confirms that it has not paid the Annual Listing Fee for the year 2018-19to Bombay Stock Exchange Ltd with whom the equity shares of the company have beenlisted.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank and acknowledge with gratitude theco-operation and assistance received from various Government Authorities Professionalsand other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust andconfidence reposed by the Shareholders of the Company.

By Order of the Board
SM ENERGY TEKNIK & ELECTRONICS LTD.
CIN No. L51900MH1982PLC026292
VAISHALI SHETTY OZA ATUL B. OZA
Place : Mumbai CHAIRPERSON DIRECTOR
Date : 30th May 2019 DIN : 00228554 DIN : 00112033

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