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, 2025.
Financial Highlights
(Amount in LAKH)
Particulars |
For the Year ended |
For the Year ended |
|
31st March, 2025 |
31st March, 2024 |
Net Profit/ (Net Loss) Before Providing for Depreciation and Tax |
42.8080 |
10.1052 |
Less: Depreciation |
(0.0435) |
(0.0586) |
Profit/(Loss) after Providing for Depreciation and before tax |
42.7645 |
10.1638 |
Add / (Less) Provision for: |
|
|
A) Deferred Tax |
0.0002 |
0.0026 |
B) Income Tax |
5.9258 |
|
C) Tax in respect of earlier year |
|
|
Profit/(Loss) after Taxation |
36.8389 |
10.1664 |
The business activities of the Company resulted in Net profit for the year ended 31st
March, 2025 is Rs. 36.8389 Lakh as compared to previous year's Profit of Rs. 10.1664
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, 2025 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, 2025 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 2024-25 your Company has not commenced any new business.
Number of Board Meetings
During the Financial Year 2024-25, Four meetings of the Board of Directors of the
company were held. The date of the meetings of the board held is as under-
Sr. No. |
Date of Meeting |
Total Strength of the Board |
No. of Directors Present |
1 |
17.05.2024 |
4 |
4 |
2 |
14.08.2024 |
4 |
4 |
3 |
13.11.2024 |
4 |
4 |
4 |
21.01.2025 |
4 |
4 |
Independent Directors' Meeting
During the year under review, Independent Directors met on 21st January
2025, 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 Mr. Prakash 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 2025, 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
17.05.2024 |
14.08.2024 |
13.11.2024 |
21.01.2025 |
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,
2025.
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. 2024-25.
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, 2025.
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:
The management takes due care of employees with respect to safeguard at workplace.
Further, no complaints are reported by any employee pertaining to 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 2024-25
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 2024-2025 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 |
We have verified whether the same is recognized on the |
various parties which is not the main object / core business |
fair value and interest income is recognized on accrual |
activity of the company. |
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,
2025, 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, 2025.
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.
For and on behalf of the Board of Directors
Sanmitra Commercial Limited
|
|
Sd- |
|
Sd- |
|
Mr. |
Prakash |
Shah |
Mrs. Suman Shah |
Place: Mumbai |
|
Director |
Director |
Date: 29th August, 2025 |
DIN: 01136800 |
DIN: 01764668 |
|