TO THE SHARE HOLDER'S
Dear Stakeholders,
Your Directors have pleasure in presenting Twenty Fifth 25TH
Director's Report of Sanmit Infra Limited (‘The Company'), together
with the Audited Financial Statements for the
Financial Year ended March 31, 2025.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE :
The standalone and consolidated financial highlights of the
Company's operations are summarized below :
|
|
(Rs. In Lakhs) |
|
Standalone |
|
PARTICULARS |
2024-25 |
2023-24 |
| Revenue from operations |
14,296.21 |
9,421.64 |
| Other Income |
385.35 |
243.20 |
| Total Income |
14,681.55 |
9,664.84 |
| Total expenses |
14,455.40 |
9,058.89 |
| Profit/(Loss) before Tax |
226.16 |
605.95 |
| Total Tax Expenses |
70.21 |
159.26 |
| Profit / (Loss) for the period |
154.80 |
446.59 |
| Earnings per Equity Share (in Rs) |
|
|
| Basic |
0.10 |
0.28 |
| Diluted |
0.10 |
0.28 |
During the year under review, the Revenue from operations of the
Company for FY 2024-25 was Rs. 14,296.21 Lakhs as compared to Rs. 9,421.64 Lakhs for FY
2023-24. The profit after tax ("PAT") attributable to shareholder for FY 2024-25
was Rs. 154.80 Lakhs as against Rs. 446.59 lakhs for FY 2023-24.
On a Standalone basis, Earnings per share was Rs. 0.10 (Basic) and
(Diluted) stood at in FY 2024-25 as compared to Rs.0.28 (Basic) and (Diluted) in FY
2023-24.
The company's Financial Statements have been prepared in
compliance with the Indian Accounting Standards (Ind-AS) as notified under the Companies
(Indian Accounting Standards) Rules, 2015, in accordance with Section 133 of the Companies
Act, 2013, and other applicable provisions of the Act. The annual accounts have been
prepared without any significant deviations from the prescribed accounting norms.
The company ensures timely adoption of new or amended Ind-AS as
applicable, and any material impact arising from such changes is appropriately disclosed
in the financial statements. The financial reporting process involves a thorough review by
the finance team and consultation with external auditors to ensure adherence to statutory
requirements.
2. TRANSFER TO RESERVES :
During the year under review, no amount has been transferred to the
general reserve of the Company.
3. DIVIDEND :
The Company has not recommended any dividend for the financial year
2024-25.
4. INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE
CAPITAL :
During the financial year under review, there was no change in
Authorized Share Capital as well as Paid up Share Capital of the Company.
5. LISTING OF EQUITY SHARES :
The Company's equity shares are listed on the following Stock
Exchange:
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001,
Maharashtra, India
6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES :
The Company does not have any Subsidiaries, Associates and/or Joint
Venture Companies.
7. NATURE OF BUSINESS:
During the Financial Year under review, there were no changes in nature
of business of the company. The company is mainly into the following businesses:
1. Bio-medical and other waste management
2. Infra and Real Estate Development
3. Trading in Petroleum Products
4. Bitumen Emulsion and other Road construction related materials
5. Microsurfacing and repair of roads and related services.
8. CHANGE IN NAME OF THE COMPANY:
During the Financial Year under review, the Company has not changed its
name.
9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL(KMP) :
Composition:
The Company recognizes that a diverse and well-balanced Board is
fundamental to its sustained success and effective governance. In alignment with the
provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, the composition of the
Board reflects an optimal mix of Executive and Non-Executive Directors.
The Board comprises individuals with a wide spectrum of expertise,
including industry knowledge, financial acumen, legal insight, and operational experience.
The Directors also bring in diverse regional, cultural, and geographical perspectives,
which contribute meaningfully to informed decision-making and help maintain the
Company's strategic edge in a competitive environment.
As of March 31, 2025, the Board consisted of Eight (8) Directors,
including:
? Four Executive Directors and
? Four Non-Executive Directors, wherein there are all Non Executive
Independent Directors (including one Independent Woman Director)
Appointment/Re-appointment/Cessation :
During the Financial Year 2024-25 and Financial Year 2025-26:
Mrs. Madhavi Patri Subramanian (DIN: 10592457) was appointed as an
Additional Non-Executive Independent Director with effect from April 16, 2024 and was
appointed as Non-Executive Independent Director by Members in the Extra Ordinary General
Meeting held on July 13, 2024 for a period of Five Years.
Mrs. Priyanka Hirendra Moorjani (DIN: 10093028) resigned from the post
of Independent Director with effect from April 16, 2024 due to pre-occupation in other
activities as mentioned in his Resignation Letter. She had confirmed there are no Material
reasons for her resignation Letter.
Mr. Mukund Shivaram Biwalkar (DIN: 00865087) was appointed as an
Additional Non-Executive Independent Director with effect from February 10, 2025 and was
appointed as Non-Executive Independent Director by Members in the Extra Ordinary General
Meeting held on April 30, 2025 for a period of Five Years.
Mr. Sanjay Vishindas Nasta (DIN: 00086708) second term as Non-Executive
Independent Director of the Company and Chairperson of the company has come to an end with
effect from February 10, 2025.
Mr. Sanjay Kanayalal Makhija (DIN: 00586770) Managing Director whose
term is due to expire on September 30, 2025. Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors, at its meeting held on July 04, 2025,
considered and approved his re-appointment for a term of 3 Years w.e.f. 01.10.2025 to
30.09.2028, subject to approval of shareholders by way of Special Resolution at the
ensuing Annual General Meeting.
Mr. Kamal Kanayalal Makhija (DIN: 00586617) Whole Time Director and Mr.
Haresh Kanayalal Makhija (DIN: 00586720) Whole Time Director whose term was expired. Based
on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on July 04, 2025, considered and approved his reappointment
for a term of 3 Years w.e.f. 04.07.2025 to 03.07.2028, subject to approval of shareholders
by way of Special Resolution at the ensuing Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration
Committee, Mr. Ashok Madhavrao Thorat (DIN: 11237722) was appointed as an Additional
Non-Executive Independent Director with effect from August 13, 2025 for a period of Five
Years commencing from August 13, 2025 to August 12, 2030 subject to approval of
shareholders by way of Special Resolution at the ensuing Annual General Meeting.
Mr. Mukund Shivaram Biwalkar (DIN: 00865087) resigned from the post of
Independent Director with effect from August 13, 2024 due to Other Professional
Commitments as mentioned in his Resignation Letter. He had confirmed there are no Material
reasons for his resignation Letter.
Directors retiring by rotation
Pursuant to the provisions of Section 152 of the Act read with the
relevant rules made thereunder, Mr.Dinesh Kanayalal Makhija (DIN: 00586498) Executive
Whole Time Director being longest in the office is liable to retire by rotation at the
ensuing Annual
General Meeting ("AGM") and being eligible, has sought
re-appointment.
Based on recommendation of the Nomination and Remuneration Committee,
the Board of Directors has recommended their re-appointment and the matter is being placed
for seeking approval of members at the ensuing Annual General Meeting of the Company.
Pursuant to Regulation 36 of the SEBI Listing Regulations read with
Secretarial Standard-2 on General Meetings, necessary details of Mr.Dinesh Kanayalal
Makhija, are provided as an Annexure to the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule
14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel
There was no change in the Key Managerial Personnel of the Company
during the year under review.
10. INDEPENDENT DIRECTORS :
Statement on Declaration given by Independent Directors :
The Company had 6 Independent Directors during the year under review,
namely Mr. Sanjay Vishindas Nasta, Mrs. Priyanka Hirendra Moorjani, Mrs. Madhavi Patri
Subramanian, Mr. Mohan Mallu Rathod, Mr. Ajay Nanik Chandwani and Mr. Mukund Shivaram
Biwalkar. Each of them has submitted the requisite declarations under Section 149(7) of
the Act, affirming that they meet the criteria of independence as outlined in Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
In accordance with Regulation 25(8) of the SEBI Listing Regulations,
all Independent Directors have further confirmed that they are not aware of any
circumstances or situations that could impair their independence or affect their ability
to exercise objective judgment free from external influence.
The Board of Directors has reviewed and duly noted these declarations
and confirmations after conducting a thorough assessment of their accuracy. The
Independent Directors have also affirmed compliance with the provisions of Schedule IV of
the Act (Code for Independent Directors) and the Company's Code of Conduct. There has
been no change in the status or circumstances that would affect their designation as
Independent Directors during the reporting period.
Additionally, the Company has received confirmation from all
Independent Directors regarding their registration in the Independent Directors'
databank, maintained by the
Indian Institute of Corporate Affairs, in accordance with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
The terms and conditions of appointment of the Independent Directors
are placed on the website of the Company at the
https://sanmitinfraltd.com/wp-content/uploads/2023/08/16.-TERMS-AND-CONDITIONS-FOR-APPOINTMENT-OF-ID.pdf
.
Familiarization Programme for Independent Directors :
Your Company has adopted a formal Familiarisation Programme for
Independent Directors to support their effective participation on the Board. As part of
the familiarisation process, the Company provides detailed insights into its business
operations, industry dynamics, organizational structure, and group-level businesses.
Independent Directors are also informed about the regulatory and compliance obligations
under the Companies Act, 2013 and the SEBI Listing Regulations.
The details of Familiarization Programmes are placed on the website of
the company and the web link thereto is
https://sanmitinfraltd.com/wp-content/uploads/2023/08/5.-FAMILARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf
.
11. DIRECTORS' RESPONSIBILITIES STATEMENT:
Pursuant to the requirement under Section 134 (5) of Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed
that:
1. In the preparation of the annual accounts, the applicable accounting
standard had been followed along with proper explanation relating to material departures
2. the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
Profit or Loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provision of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
4. The Directors have prepared the Annual accounts on a going concern
basis.
5. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
6. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating.
12. NUMBER OF MEETINGS OF THE BOARD :
During the year under review, the Board has demonstrated a high level
of involvement in guiding the Company, supported by detailed discussions and timely
decisions. During the financial year, Seven (7) meetings of the Board of Directors were
held, the details of which are given in the Corporate Governance Report of the Company,
which forms a part of the Annual Report. The intervening gap between the meetings was
within the prescribed period under the Act and the SEBI Listing Regulations.
INDEPENDENT DIRECTOR'S MEETING :
During the year under review, the Independent Directors of the Company
met 1 (one) time on February 10, 2025.
13. ANNUAL BOARD EVALUATION :
The Company has established a comprehensive framework for evaluating
the performance of the Board of Directors, its Committees, and individual Directors, in
line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the
SEBI
Listing Regulations, and the Company's Nomination and Remuneration
Policy.
As part of this evaluation process, structured and confidential
questionnaires were circulated to all Directors to obtain feedback on various aspects of
the Board's functioning, the effectiveness of its Committees, and the performance of
each Director. The observations and responses received were compiled, analyzed, and
subsequently presented to the Chairman of the Board for review and discussion.
The evaluation of Directors covered several aspects, including their
attendance and participation in meetings, understanding of the Company's operations
and business environment, application of knowledge and expertise, quality of contributions
to discussions, maintenance of confidentiality, integrity, and independent judgment.
Directors were also evaluated on their alignment with the
Company's core values, commitment to f iduciary responsibilities, and adherence to
the Code of Conduct.
The Board's performance was assessed based on criteria such as the
effectiveness of its oversight on compliance and governance matters, clarity in the roles
of the Chairman and Executive/Non Executive Directors, the diversity and mix of skills and
expertise, strategic involvement, and overall guidance in areas such as risk management,
financial reporting, ethics, and succession planning. Particular emphasis was placed on
the Board's ability to provide strategic foresight and review the implementation of
key initiatives and policies.
The evaluation of Committees considered their structure, independence,
frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their
responsibilities, and the extent of their contribution to Board decisions. The Committees
were also assessed on their ability to engage meaningfully with internal and external
auditors, and their role in supporting oversight functions.
Based on the outcome, the Board concluded that the overall performance
of the Board, its Committees, and individual Directors, including Independent Directors,
was found to be satisfactory.
14. COMMITTEES OF THE BOARD :
As on March 31, 2025, the Board has constituted the following
committees: ? Audit Committee ? Nomination and Remuneration Committee
? Stakeholder's Relationship Committee
? Risk Management Committee ? Corporate Social Responsibility
? Business Responsibility And Sustainability Committee
During the year, all recommendations made by the committees were
approved by the Board.
Details of all the Committees such as terms of reference, composition
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Annual Report.
15. PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board &
Committees and Individual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per
the Company and industry policy. (iii) The Independent Directors only received sitting
fees. (iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and Independent views. (v) The compliances were reviewed
periodically; (vi) Risk Management Policy was implemented at all critical levels and
monitored by the Internal Audit team who places report with the Board and Audit committee.
16. CORPORATE SOCIAL RESPONSIBILITY:
In compliance with the requirements of section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to
time, the Board of Directors of the Company has duly constituted a Corporate Social
Responsibility (CSR) Committee. The Company remains firmly committed to sustainable
development through the implementation of a well defined Corporate Social Responsibility
(CSR) strategy. This strategy places strong emphasis on respecting local communities and
cultures, protecting the environment, and conserving natural resources and energy.
The Company's Corporate Social Responsibility (CSR) initiatives
are fully aligned with the provisions of Section 135 of the Companies Act, 2013. A brief
summary of the CSR activities carried out during the year, along with the Company's
CSR Policy, is provided in Annexure- VI of this Report, in the format prescribed
under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The complete CSR
Policy, as approved by the Board of Directors, is available on the Company's website
and can be accessed via the following link:
https://sanmitinfraltd.com/wp-content/uploads/2023/08/8.-CSR-POLICY.pdf
Further details regarding the CSR Committee, including its composition
and responsibilities, are included in the Corporate Governance Report, which forms an
integral part of the Company's Annual Report.
17. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS
FRONT:
The HR function is strategically integrated with the Company's
long-term vision and is geared towards enhancing employee experience, performance, and
future readiness. This year, Sanmit Infra Limited remained committed to nurturing an
inclusive and collaborative workplace culture that encourages transparency, creativity,
and mutual respect. The Company actively promotes a learning oriented environment by
investing in skill-building, leadership development, and cross-functional exposure,
ensuring employees continue to grow and thrive within the organization.
In addition to professional growth, the Company places great value on
employee well-being and work-life balance, striving to create a healthy, engaging, and
performance-driven culture. Through various initiatives and feedback mechanisms, the
Company ensures continuous dialogue with its workforce, reinforcing its commitment to
building long-term, fulfilling relationships with employees.
To enhance team spirit and cultivate a welcoming environment, the
Company also organized various interactive sessions and team-building activities, which
encouraged open communication, collaboration, and relationship-building across
departments. These initiatives played a significant role in reinforcing team spirit and
enhancing organizational cohesion.
18. NOMINATION AND REMUNERATION POLICY :
The Company has established a comprehensive Policy on Director
Appointment and Remuneration, which also encompasses Key Managerial Personnel and other
employees. This policy serves as a framework for the Nomination and Remuneration Committee
to identify and recommend individuals who possess the necessary qualifications, skills,
and experience to serve as Directors. It also lays down clear criteria for assessing the
independence of Directors in accordance with regulatory requirements and the
Company's governance standards.
Furthermore, the policy ensures that the Company's remuneration
strategy is aligned with its overarching business objectives. Remuneration packages are
designed to reward individual contributions as well as overall organizational performance,
while remaining competitive and in line with industry benchmarks. This approach not only
motivates Directors and employees to deliver sustainable value but also supports the
retention of high-caliber talent.
In addition to fixed and variable pay components, the policy emphasizes
transparency, fairness, and alignment with shareholder interests. The Committee regularly
reviews the policy to adapt to changing regulatory landscapes and evolving best practices
in corporate governance. This enables the Company to maintain a balanced and
performance-driven reward system that fosters long term growth and accountability.
The remuneration policy approved by the board of Directors is available
on the website of the Company
https://sanmitinfraltd.com/wp-content/uploads/2023/08/2.-NOMINATION-AND-REMUNERATION-POLICY.pdf
.
19. BOARD POLICIES:
The Company has the following policies which are applicable as per the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of
the Company https://sanmitinfraltd.com/index.php/infrastructure/policies-code-of-conduct/
| a) Risk Management Policy |
| b) Code of Conduct for Directors and Senior Management
Personeel |
| c) Nomination and Remuneration Policy |
| d) Familarization Programme for Independent Directors |
| e) Terms and Conditions for Appointment of Independent
Director |
| f) Code of Conduct for Non Executive Director |
| g) Policy on Disclosure of Material Events |
| h) Policy for determining Material Subsidiaries |
| i) CSR Policy |
| j) Policy on preservation of Documents |
| k) Policy on archival of data |
| l) Whistle Blower Policy and Vigil Mechanism |
| m) Policy on Related Party Transactions |
| n) Dividend Distribution Policy |
| o) Human Rights Policy |
>
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATE AND THE DATE OF THE REPORT:
During the year under review, there were no material changes and
commitments' affecting the financial position of the Company.
21. INTERNAL FINANCIAL CONTROL SYSTEMS THEIR ADEQUACY AND RISK
MANAGEMENT:
The Company has in place a robust internal control system, commensurate
with the size, scale, and complexity of its operations. These controls are supported by
well-documented policies and standard operating procedures that govern key business
processes. The internal control framework is designed to ensure the orderly and efficient
conduct of business, including adherence to internal policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial information.
In compliance with Section 138 of the Act and the applicable provisions
of the SEBI Listing Regulations, the Company has established a structured Internal Audit
function. The scope, authority, and functioning of the internal audit are defined and
reviewed periodically by the Audit Committee. Internal audits are conducted at regular
intervals to assess the effectiveness of operational and financial controls and to provide
assurance on the design and operating effectiveness of internal systems.
The internal audits during the year focused on key functional areas
such as inventory management, stock, Human Resources, IT systems, and operational
efficiency. The audit findings were presented to the Audit Committee on a quarterly basis,
along with management's responses and action plans. Follow-up mechanisms are in place
to ensure the timely implementation of corrective measures.
The internal control environment of the Company is dynamic and
responsive to evolving business needs. It is reviewed periodically and strengthened as
required to ensure high standards of governance, transparency, and accountability are
maintained throughout the organization.
The internal and operational audit responsibilities are assigned to
M/s. Manas Dash & Co, which function independently and report directly to the Audit
Committee to ensure objectivity and transparency in the audit process. The primary focus
of their audit activities is to conduct a comprehensive assessment of business risks,
evaluate the effectiveness of internal controls, and review core business processes for
efficiency, compliance, and alignment with industry best practices.
22. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :
There is no amount due to be transferred to the IEPF account.
23. RELATED PARTY TRANSACTIONS :
Your Company has in place a Policy on Related Party Transactions for
purpose of identification and monitoring of Related Party Transactions and is published on
the
Company's website at
https://sanmitinfraltd.com/wp-content/uploads/2023/08/4.-POLICY-FOR-RELATED-PARTY-TRANSACTION.pdf
.
The Company has established a robust and transparent framework for the
review, approval, and monitoring of Related Party Transactions (RPTs). This framework
ensures that all transactions with related parties are conducted in a fair,
arm's-length manner and are aligned with the Company's commitment to ethical
business practices and regulatory compliance.
In accordance with the provisions of the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
Company's Policy on Materiality and Dealing with Related Party Transactions, all
relevant information pertaining to proposed RPTs including transaction details, nature of
the relationship, commercial rationale, and pricing justification is submitted for prior
review and approval of the Audit Committee.
The Audit Committee plays a critical oversight role by ensuring that
such transactions are in the best interest of the Company and its stakeholders, and do not
result in any conflict of interest. For material RPTs and those requiring shareholder
approval, the Company ensures timely disclosure and compliance with all applicable
regulatory requirements and SEBI circulars.
Additionally, the Company periodically updates its Related Party
Transaction policy to incorporate changes in law and evolving governance best practices.
The Company has entered into transactions with related parties during the year under
review which requires reporting in Form AOC-2 in terms of Section 134(3) and 188(1) of the
Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has neither given any loans or guarantees nor made any
investments as covered under the provisions of section 186 of the Companies Act, 2013
during the financial year 2024-25.
25. DEPOSITS:
During the financial year, The Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 of the Act, read with
the Rules made thereunder, and therefore, no amount of principal or interest on deposit
was outstanding as of the Balance Sheet date. The Company does not have any deposits which
are not in compliance with the requirements of Chapter V of the Act.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations, except:
During the year under review, the Company received the mail dated 21ST
August, 2024 and 6TH September, 2024 from BSE for payment of SOP Fine for Non-
Compliance of Regulation 17(1) of SEBI (LODR) Regulation, 2015 and the company paid the
fine of Rs. 88,500/- on 20TH September, 2024.The company had already complied
with Regulation 17(1) of SEBI (LODR) Regulation, 2015 but inadvertently failed to include
the details in Corporate Governance Report. After mail received from BSE, Company filed
Revised Corporate Governance for quarter ended June 2024 on 24TH
September,2024.The company also has made Waiver Application dated 29TH
November, 2024 to BSE.The company has also made an Appeal to SAT for the fine levied by
BSE. BSE through its email dated 21ST April, 2025 informed that it has waived
the fine of Rs. 88,500/-.
During the year under review, the Company received the mail dated 1ST
October, 2024 from BSE for payment of SOP Fine for Non Compliance with Regulation
23(9) and Late Submissions of other Regulations of SEBI (LODR) Regulation, 2015 amounting
to Rs. 1,54,42,622/-.The company had earlier mailed to BSE about Non Applicability of
Related Party Transaction..The company had filed RPT XBRL on 14TH November,
2024 for Quarter September 2020 and March 2021. and the company paid the fine of Rs.
15,340/- on 04TH September, 2024. The company also has made Waiver Application
dated 12TH December, 2024 to BSE.BSE through its email dated 23RD
April, 2025 informed that it has waived the fine of Regulation 23(9) of SEBI (LODR)
Regulation, 2015 of Rs. 1,55,46,500/- for Quarter September 2020 of Rs. 84,48,800/- and
for Quarter March 2021 of Rs. 70,97,700/- respectively.
There is no Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016.
27. ENVIRONMENT, HEALTH AND SAFETY :
Your Company remains fully committed to upholding the highest standards
of legal compliance and operational excellence in all aspects of Health, Safety, and
Environmental (HSE) management. During the year under review, the Company continued to
focus on energy and water conservation, enhanced utilization of renewable energy sources,
and efforts to minimize waste generation across operations. These initiatives are in
alignment with the Company's broader goals of sustainable development and
environmental stewardship.
In line with this commitment, the management has actively fostered a
culture of safety and well-being across the organization. The Company organizes routine
fire safety drills, along with periodic health check-ups for both permanent and
contractual employees, ensuring proactive care and risk prevention at the workplace.
The Company recognizes that safety is not a one-time initiative but an
ongoing journey of continuous improvement. Accordingly, it has outlined future plans aimed
at further enhancing the overall workforce well-being, promoting a proactive approach to
health and safety, and embedding a strong safety-first culture throughout all operational
sites.
Additionally, your Company reaffirms its commitment to providing a
safe, healthy, and secure working environment across all manufacturing units and office,
thereby ensuring a responsible and people-centric approach to organizational growth.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company is committed to fostering a work environment that upholds
the highest standards of safety, ethics, and legal compliance across all levels of its
operations. To this end, a structured Vigil Mechanism and Whistle blower Policy have been
implemented in line with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations.
These mechanisms are designed to enable employees and other
stakeholders to confidentially report concerns regarding actual or suspected misconduct,
including unethical behavior, violations of legal or regulatory requirements, and breaches
of the Company's Code of Conduct. The system ensures that disclosures are handled in
a fair, transparent, and secure manner, without fear of retaliation. Comprehensive
information on the Company's Vigil Mechanism and Whistle blower Policy is provided in
the
Corporate Governance Report, which forms an integral part of this
Integrated Annual Report. The Policy is also available on the Company's official
website at
https://sanmitinfraltd.com/wp-content/uploads/2023/08/10.-WHISTLE-BLOWER-POLICY-AND-VIGIL-MECHANISM-POLICY.pdf.
There were no Complaints received for the financial year ended March
31, 2025.
29. RISK MANAGEMENT POLICY:
The Company continues to have an effective Risk Management process in
place. The Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and
functions are systematically addressed also discussed at the meetings of the Audit
Committee and the Board of Directors of the Company. Major risks, if any, identified by
the business and functions are systematically addressed through mitigating action on a
continuous basis.
30. AUDITORS AND REPORT:
a) STATUTORY AUDITORS:
At the 23RD Annual General Meeting (AGM) of the Company held
on July 20, 2023 Members had approved the re-appointment of M/S. PAMS & ASSOCIATES
Chartered Accountants (Firm Registration No. (FRN: 316079E) as statutory Auditors of the
Company for the second term from the conclusion of 23RD Annual General Meeting
to the Conclusion of 28TH Annual General Meeting to be held in the year 2028.
The Auditor's Report on the Financial Statements for the year
ended March 31, 2025, is unqualified and free from any adverse remarks, qualifications,
disclaimers, or reservations. The notes accompanying the financial statements are
comprehensive and self-explanatory, requiring no additional clarifications. Furthermore,
the Auditors have not reported any instances of fraud under Section 143(12) of the
Companies Act, and consequently, no disclosures are necessary under Section 134(3)(ca) of
the Act.
b) SECRETARIAL AUDITOR & REPORT:
Pursuant to the requirements of Section 204 (1) of the Companies Act,
2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. Ramesh Chandra Mishra & Associates, Practising Company Secretaries, Mr.
Ramesh Chandra Mishra (Membership No. F5477 and COP. 3987) was appointed to conduct
secretarial audit for the financial year 2024-25.
Further, pursuant to the provisions of Regulation 24A of the Securities
and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has approved, subject to the
approval of the shareholders at the ensuing Annual General Meeting of the Company,
appointment of M/s. Ramesh Chandra Mishra & Associates, Practicing Company
Secretaries, Mr. Ramesh Chandra Mishra (Membership No. F5477 and COP. 3987), as
Secretarial Auditors of the Company for a term of 5 years starting from FY 25-26. The
Company has received a consent letter from Mr. Ramesh Chandra Mishra, that they are not
disqualified and are eligible to hold the office as Auditors of the Company, if appointed.
The Secretarial Audit Report, provided by the Secretarial Auditor, is
annexed as Annexure-III and forms an integral part of this Report. The observations
made in the Report are self-explanatory and do not warrant any further comments or
explanations from the Board. Furthermore, the Secretarial Auditor has not reported any
instances of fraud under Section 143(12) of the Companies Act, 2013. Accordingly, there
are no disclosures required under Section 134(3)(ca) of the Act.
c) INTERNAL AUDITORS:
The Company has appointed M/s. Manas Dash & Co, as the Internal
Auditors of the company for the Financial Year 2024-25. The Audit Committee determines the
scope of Internal Audit in line with regulatory and business requirements.
31. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board's Report.
32. ACCOUNTING STANDARDS :
The Company has followed Indian Accounting Standards (Ind AS) issued by
the Ministry of Corporate Affairs in the preparation of its financial statements.
33. ANNUAL RETURN :
In accordance with the provisions of Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company has been made available on the Company's official
website https://sanmitinfraltd.com/ .
34. CORPORATE GOVERNANCE :
The Company remains steadfast in its commitment to upholding the
highest standards of Corporate Governance, emphasizing transparency, accountability, and
ethical business practices in all aspects of its operations. In accordance with Regulation
34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate
Governance has been included as part of this Integrated Annual Report as Annexure-I.
Additionally, a certificate issued by Mr. Ramesh Chandra Mishra,
Practising Company Secretaries, Secretarial Auditor of the Company, confirming compliance
with the Corporate Governance requirements as prescribed under the Listing Regulations is
annexed as Annexure- I.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
The Management Discussion and Analysis Report for the year under
review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing
Regulations, forms part of this Annual Report and is annexed as Annexure-II.
The state of the affairs of the business along with the financial and
operational developments have been discussed in detail in the Management Discussion and
Analysis Report.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is firmly committed to fostering a safe, respectful, and
inclusive workplace and maintains a zero-tolerance policy towards any form of
discrimination or harassment. In alignment with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has
implemented a comprehensive Anti-Harassment and Grievance Redressal Policy.
To ensure proper handling of such matters, an Internal Complaints
Committee (ICC) is constituted at the Group level to address and resolve complaints
related to sexual harassment in a timely and fair manner. The policy clearly outlines the
procedures, roles, and responsibilities involved in addressing such concerns and aims to
offer guidance and support to employees across all offices of the Company.The policy
covers all women employees, including those who are permanent, temporary, or contractual.
It is introduced to all employees during their induction.
During the financial year under review, the Company has not received
any complaints pertaining to sexual harassment.
The details of complaints reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as
follows:
Sr. No. Particulars |
Complaints |
| 1 Number of complaints at the beginning of
the financial year |
NIL |
| 2 Number of complaints filed and resolved
during the financial year |
NIL |
| 3 Number of complaints pending at the end of
the financial year |
NIL |
37. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
In accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant
information pertaining to conservation of energy, technology absorption, and foreign
exchange earnings and outgo is as follows:
Conservation of energy: -
1. The steps taken or impact on conservation of energy: N.A.
2. The steps taken by the Company for utilizing alternate sources of
energy: N.A.
3. The capital investment on energy conservation equipment: N.A.
| Technology absorption: |
| 1. The efforts made towards technology absorption: N.A. |
| 2. The benefits derived like product improvement, cost
reduction product development or import substitution: N.A. |
| 3. In case of imported technology (imported during the
last three years reckoned from the beginning of the financial year) - |
| ? The details of technology imported: N.A. |
| ? The year of import: N.A. |
| ? Whether the technology been fully absorbed. N.A. |
| 4. If not fully absorbed, areas where absorption has not
taken place and the reasons thereof; and: N.A. |
| 5. The expenditure incurred on Research and Development.
N.A. |
| Foreign Exchange Earnings and Outgo: N.A. |
38. SECRETARIAL STANDARDS COMPLIANCES:
Your Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2).
39. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The Company has not made any one-time settlement for loans taken from
the Banks or Financial Institutions, and hence the details of difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.
40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
41. LISTING WITH STOCK EXCHANGES:
Shares of the Company are listed on BSE Limited and the Company
confirms that it has paid the annual Listing Fees for the year 2024-25.
42. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of
Conduct for the Board Members and employees of the Company in accordance with the SEBI
(Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to
maintain the Standard of Business Ethics and ensure compliance with the legal requirements
of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical
conduct at the Board and by employees. The Compliance Officer is responsible to ensure
adherence to the Code by all concerned.The Code lays down the standard of Conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the workplace, in business
practices and in dealing with stakeholders.
All the Board Members and the Senior Management Personnel have
confirmed Compliance with the Code. Declaration of Code of Conduct is annexed as Annexure-VIII.
43. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and is of the view that such systems are adequate and operating
effectively.
44. MAINTAINANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
45. CAUTIONARY STATEMENT:
Certain statements made in this Report, including those under
Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders, and
other sections of the Annual Report, may constitute "forward-looking statements"
as per applicable laws and regulations. These statements reflect the Company's
current intentions, expectations, projections, or forecasts regarding future performance.
However, actual outcomes may vary materially from those expressed or
implied, owing to changes in market conditions, economic developments, or unforeseen
circumstances. The Company does not assume any obligation or responsibility for the
accuracy or completeness of such forward-looking statements, which may be subject to
revision based on future events, developments, or the availability of new information.
46. ACKNOWLEDGEMENTS:
The Directors acknowledge and sincerely appreciate the dedication,
perseverance, and hard work demonstrated by all employees across the Company. They also
extend their heartfelt thanks to the shareholders, government bodies, regulatory
authorities, banks, stock exchanges, depositories, auditors, customers, vendors, business
associates, suppliers, distributors, and the communities surrounding the Company's
operations. The Directors are grateful for their continued support, trust, and confidence
in the Company's
Management.
|
|
For and behalf of Board of Directors |
|
|
SANMIT INFRA LIMITED |
|
Sd/- |
Sd/- |
|
Sanjay Makhija |
Kamal Makhija |
Date: 04.07.2025 |
Managing Director |
Whole Time Director |
Place: Mumbai |
DIN: 00586770 |
DIN: 00586617 |
|