To,
The Members of
Sanmitra Commercial Limited
Your Directors have pleasure in presenting Thirty Ninth Annual Report
together with the Audited Accounts of the Company for the year ended 31st
March, 2024.
Financial Highlights
(Amount in LAKH)
Particulars |
For the Year ended 31st
March, 2024 |
For the Year ended 31st
March, 2023 |
Net Profit/ (Net Loss) Before Providing
for Depreciation and Tax |
10.1052 |
(4.2294) |
Less: Depreciation |
(0.0586) |
(0.0792) |
Profit/(Loss) after Providing for
Depreciation and before tax |
10.1638 |
(4.3086) |
Add / (Less) Provision for: |
|
|
A) Deferred Tax |
0.0026 |
0.0060 |
B) Income Tax |
|
|
C) Tax in respect of earlier year |
|
|
Profit/(Loss) after Taxation |
10.1664 |
(4.3026) |
The business activities of the Company resulted in Net profit for the
year ended 31st March, 2024 is Rs. 10.1664 Lakh as compared to previous
year's Loss of Rs. 4.3026 Lakhs.
State of Company's Affairs and Future Outlook:
The company during the year has not carried out any major business
activity and the management is also considering for diversification of business
activities. However in order to generate revenue to afford part of fixed expenses of the
company, the management has decided to utilize the surplus funds and deployed the same as
temporary loans and advances.
Dividend
In view of accumulated losses, your Directors did not recommend any
dividend for its equity shareholders.
Deposits: i. Deposits covered under Chapter V of the Companies Act,
2013:
During the financial year under review, the Company has not accepted or
renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014.
ii. Deposits not in compliance with Chapter V of the Companies Act,
2013:
During the financial year under review, the Company has not accepted or
renewed any deposits which are not in compliance with Chapter V of the Companies Act,
2013.
Transfers to Reserves:
In view of accumulated losses, the Company was not required to transfer
any amount to the Reserves.
Share Capital
The paid-up equity capital as on March 31, 2024 was Rs. 1,10,00,000/-
The Company has not bought back any securities or issued any Sweat Equity shares or bonus
shares or provided any stock option scheme to employees during the year under review.
Details of Subsidiary/Joint Venture/Associates Company
Pursuant to provisions of Companies Act, 2013 Company does not have any
Subsidiary/Joint Venture and Associate Companies.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies
Act,2013, the Annual Return for the Financial Year ended March 31, 2024 is available on
the website of the Company.
Material changes and commitment, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report:
There have been no material changes and commitments, if any, affecting
the financial position of the company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report.
Change in the Nature of Business
During the Financial Year 2023-24 your Company has not commenced any
new business.
Number of Board Meetings
During the Financial Year 2023-24, Five meetings of the Board of
Directors of the company were held. The date of the meetings of the board held is as
under-
| Date of Meeting |
Total Strength of the Board |
No. of Directors Present |
| 16.05.2023 |
4 |
4 |
| 14.08.2023 |
4 |
4 |
| 19.08.2023 |
4 |
4 |
| 10.11.2023 |
4 |
4 |
| 13.02.2024 |
4 |
4 |
Independent Directors' Meeting
During the year under review, Independent Directors met on 13th
February 2024, inter-alia, to discuss:
Evaluation of the performance of Non-Independent Directors and the
Board as whole.
Evaluation of the performance of the Chairman of the Company, taking
into account the views of the Executive and Non-Executive Directors.
Evaluation of the quality, quantity content and timeless of flow of
information between the management and the Board.
Particulars of Loan, Guarantees and Investments under Section 186
Complete details of Loan, Guarantee, Investment, Security covered under
section 186 of The Companies Act, 2013 as disclosed in the financial statement and notes
there under.
Particulars of Contracts or Arrangements with Related Parties
During the year, the Company had entered into contract / arrangement /
transaction with related parties at arm's length basis which could not considered
material in accordance with the policy of the Company on materiality of related party
transactions, The Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board.
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo
As required under Rule 8(3) of the Companies (Accounts) Rules, 2014,
the particulars relating to the conservation of energy, technology absorption and the
foreign exchange earnings and out go are NIL.
Internal Control and System
Adequate internal controls, systems, and checks are in place,
commensurate with the size of the Company and the nature of its business. The management
exercises financial control on the Company's operations through monitoring and
standard operating procedures.
Details of Directors and Key Managerial Personnel
Sr. Name and Address |
Designation |
Date of Appointment |
DIN/PAN |
1. Mr. Prakash Shah |
Director |
12/12/2006 |
01136800 |
2. Mrs. Suman Prakash Shah |
Director & CEO |
26/03/2015 |
01764668 |
3. Mr. Prateek Gautam Chopra |
Independent Director |
30/12/2017 |
07303755 |
4. Mr. Himanshu Khatri |
Independent Director |
24/11/2020 |
08122263 |
5. Mrs. Jayshri Kishore Jain |
CFO |
29/03/2019 |
AFTPJ4271Q |
6. Mrs. Neha Kulkarni |
Company Secretary |
10/06/2021 |
BTFPK5729K |
In accordance with the provisions of the Act and the Articles of
Association of the Company Mrs. Suman Shah is liable to retire by rotation and being
eligible offers herself for re-appointment.
The Company has received Declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Act and under Regulations of the SEBI (LODR), Regulations, 2015.
Board Evaluation
Formal Annual evaluation has been made by the Board of its own
Performance and that of its Committees & Individual Directors during the meeting of
Board of Directors and by common discussion with concerned persons.
EMPLOYEES RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with employees at all levels.
MANAGERIAL REMUNERATION:
1. None of the Directors receive any remuneration nor receive any
sitting fees. 2. There is no change in the remuneration of Key managerial Personnel or
Director. 3. As on 31st March 2024, there were a total of 2 employees on the payroll of
the Company. 4. It is affirmed that the remuneration is as per the remuneration policy of
the company.
The Company do not have any Holding or Subsidiary Company and none of
the Directors of the Company are the Managing Director or Whole Time Director in the
Associate Company.
Audit Committee
The Audit Committee has been reconstituted as per regulation 18 of SEBI
(LODR) regulations, 2015 & Section 177 of Companies Act, 2013 during the year as: Mr.
Prateek Gautam Chopra (Non-executive Independent Director/Chairman), Himanshu Khatri
(Non-executive Independent Director) and Mr. Prakash B. Shah (Non-Executive Directors)
Four Audit Committee Meetings were held during the year as below
'100%' cellpadding='2'>
16.05.2023 |
14.08.2023 |
10.11.2023 |
13.02.2024 |
Nomination & Remuneration Committee & Policy
In compliance with section 178 of the Act the Board has constituted
“Nomination and Remuneration Committee” which comprises Non-executive Directors
namely Mr. Prateek Gautam Chopra (Non-executive Independent Director/Chairman), and Mr.
Prakash B. Shah and Mr. Himanshu Khatri (Non-executive Independent Director) as members.
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration.
Two Nomination and Remuneration Committee Meetings were held during the
year as below:
Stakeholders Relationship Committee
This Committee comprises of Mr. Prateek Gautam Chopra (Non-executive
Independent Director/Chairman), Mr. Himanshu Khatri (Non-executive Independent Director)
and Mr. Prakash B. Shah (Non-executive Director) as members. During the year ended 31st
March, 2024.
Two Stakeholder relationship Committee Meetings were held during the
year as below:
Management Discussion and Analysis
The Management Discussion and Analysis as prescribed under Part B of
Schedule V read with Regulation 34(3) of the Listing Regulations is provided
“Annexure B” and forms part of this Report which includes the state of affairs
of the Company and there has been no change in the nature of business of the Company
during F.Y. 2023-24.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor
Education and Protection Fund as 31st March, 2024.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. No personnel had been denied access to the
Audit Committee to lodge their grievances.
Corporate Social Responsibility Initiatives:
As the Company does not fall under the Class of Companies as prescribed
under Section 135 of Companies Act, 2013 and Rules made there under, therefore the
provisions related to Corporate Social Responsibility is not applicable to the Company.
Code for prevention of insider trading:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires preclearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Board of Directors and the designated
employee have confirmed compliance with the Code.
Significant and material orders passed by the regulators or courts:
There are no significant and material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
Risk management policy:
The Board has adopted risk Management policy for ensuring the orderly
and efficient conduct of its business, including adherence to company's policy,
safeguarding of its assets, Prevention detection fraud and error etc.
Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
There were no complaints reported under the prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Fraud Reporting (Required by Companies Amendment Bill, 2014) No Fraud
reported / observed during the financial year 2023-2024
AUDITORS
Statutory Auditors
Laxmikant Kabra & Co. LLP, Chartered Accountants (ICAI Firm
Registration No. 117183W), were appointed as Statutory Auditors of the Company for a
period of 5 years from the conclusion of the 38th Annual General Meeting (AGM)
of the Company till the conclusion of the 42nd AGM of the Company to be held in
the year 2027 to examine and audit the accounts of the Company.
Auditors Report
The Report of M/s. Laxmikant Kabra & Co. LLP for the financial year
2023-2024 do not contain any qualifications, observations or comments on the Financial
transactions or matters which have any adverse effect on the functioning of the Company,
however following observation made by the Auditor.
Key Audit Matter |
How the matter was addressed in our Audit |
The company has given
unsecured loans and advances to various parties which is not the main object / core
business activity of the company. |
We have verified whether
the same is recognized on the fair value and interest income is recognized on accrual
basis. However, if the interest is not recoverable then management does not recognise the
same. |
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial
Auditor, M/s. Pooja Gandhi & Associates, Practicing Company Secretaries, Mumbai, in
accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is
attached as Annexure C and forms part of this Report.
Cost Auditors
Requirements of Appointment of Cost Auditors of the company are not
applicable to the company.
Stock Exchange
The Company's equity shares are listed at BSE Limited and the
Annual Listing Fees for the year 2023-24 has been paid.
Secretarial Standards:
The Company has complied with the applicable Secretarial Standards as
amended from time to time.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2024, the applicable Ind-AS had been followed along with proper
explanation relating to material departures;
The directors had selected such accounting policies and applied them
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 as at 31st March, 2024.
b) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act 2013 for safe guarding the assets of the company and for preventing and
detecting fraud and other irregularities;
c) The directors had prepared the annual accounts on a going concern
basis;
d) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
e) The proper internal financial controls are in place and that such
internal financial controls are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Acknowledgment
The Directors express their sincere appreciation to the valued
shareholders, bankers, professionals, clients and devoted employees for their support.
Annexure A
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.)
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arms length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at
Arm's length basis.
SL. No. Particulars |
Details |
a) Name (s) of the related party &
nature of relationship |
NA |
b) Nature of
contracts/arrangements/transaction |
NA |
c) Duration of the
contracts/arrangements/transaction |
NA |
d) Salient terms of the
contracts or arrangements or transaction including the value, if any |
NA |
e) Justification for
entering into such contracts or arrangements or transactions' |
NA |
f) Date of approval by the Board |
NA |
g) Amount paid as advances, if any |
NA |
h) Date on which the
special resolution was passed in General meeting as required under first proviso to
section 188 |
NA |
2. Details of contracts or arrangements or transactions at Arm's
Length Basis:
|
Particular |
|
Salient Term of the
Contract |
Amount of Transaction |
Name of Related party |
Nature of Relation |
Name of Transaction |
|
|
Prakash Shah |
Director |
Loans and Advances ( Loan
Taken) |
On demand |
86,19,916 |
|