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EQUITY - MARKET SCREENER

Sanmit Infra Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
532435
INE799C01031
2.0743351
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
34.58
245.86
EPS(TTM)
Face Value()
Div & Yield %
0.45
1
0.02
 

As on: Apr 18, 2024 04:51 PM

To

The Members,

SANMIT INFRA LIMITED

Your Board of Directors takes pleasure in presenting this Twenty Third (23RD ) Annual Report covering the highlights of the finances, business, and operations of your Company along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended 31st March, 2023.

COMPANY’S FINANCIAL HIGHLIGHTS :

The highlights of the Company’s financial results for the Financial Year 2022-23 are as under: (Amount in Lakhs)

Particulars FY 2022-23 FY 2021-22
Total Revenue from Operations 14239.64 14719.39
Other Income 111.05 3.42
Total Income 14350.69 14722.82
Total Expenditure 13683.46 13932.29
Profit/loss before tax 667.24 790.53
Total Tax Expenses 150.45 149.98
Net Profit 516.79 640.55
Earnings Per Share ( in Rs)
Basic 0.33 0.46
Diluted 0.33 0.46

OPERATIONS PERFORMANCE:

Your Company’s Total Income during the year under review was Rs. 14350.69 Lakhs as compared to Rs. 14722.82 Lakhs in the previous year. Profit before Tax for the year 2022-23 was Rs. 667.24 Lakhs as against Rs. 790.53 Lakhs in the previous year. Profit after Tax for the year 2022-23 stood at Rs. 516.79 Lakhs as against Rs. 640.55 Lakhs in the previous year.

The Financial Statements for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian

Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited Review and publishes Audited Financial Results on an annual basis.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the

‘General Reserve’ and entire amount of profit for the year forms part of the ‘Retained

Earnings

DIVIDEND:

The Company has a good track record of rewarding its Shareholders with a generous dividend pay-out. In view of the strong operational and financial performance during the year under review, the Board of Directors is pleased to recommend a final dividend of Rs. 0.035/- per Equity Share of Rs. 1/- each for the Financial Year ended on March 31, 2023 subject to the approval of Members in the ensuing Annual General Meeting of the Company.

The Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships.

CHANGE OF REGISTERED OFFICE:

There is no shifting of registered office during the financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year. 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. ECO FRIENDLY LESS WOOD /GREEN CREMATION SYSTEM (GSM) FOR VARIOUS CREMATORIUM IN INDIA.

Corporate Actions:

Sub-division of Ordinary Shares of the Company:

On 28TH July,2022, the Board of Directors of the Company, considered and approved the proposal for sub-division of one (1) equity share of face value of Rs. 10/- each into Ten (10) equity shares of face value of Rs. 1/- each (‘sub-division’) and consequential amendments in the Capital Clause of the Memorandum of Association of the Company and Articles of Association of the Company, subject to the approval of the Shareholders of the Company and other necessary approvals. The said proposal was approved by the Shareholders of the Company at the Annual General Meeting held on September 29, 2022. The Record Date for the sub-division was set as October 31, 2022 and consequently, the face value of the equity shares of the Company (fully paid-up and partly paid-up) was subdivided to 1/- each from 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL :

During the year under review, the Company subject to the approval of the Shareholders of the Company at the Annual General Meeting held on September 29, 2022 has decided for Sub-division/Split of Shares of the company for one (1) equity share of face value of Rs. 10/- each into Ten (10) equity shares of face value of Rs. 1/- each i.e. 1,58,00,750 shares of Face value Rs. 10/share have been sub-divided/split into 15,80,07,500 equity shares of Rs. 1 each.

Number of shares of each class Pre-split and post-split:

Share Capital Pre-Split (No.of.Shares) Post-Split (No.of.Shares)
Authorized 1,60,00,000 Equity Shares of Rs.10/- 16,00,00,000 Equity Shares of
each amounting to Rs. 16,00,00,000. Rs.1/- each amounting to Rs.
16,00,00,000.
Paid-Up 1,58,00,750 Equity Shares of Rs.10/- 15,80,07,500 Equity Shares of
each amounting to Rs. 15,80,07,500. Rs.1/- each amounting to Rs.
15,80,07,500.
Subscribed 1,58,00,750 Equity Shares of Rs.10/- 15,80,07,500 Equity Shares of
each amounting to Rs. 15,80,07,500. Rs.1/- each amounting to Rs.
15,80,07,500.

There were no instances where the Company failed to implement any corporate action within the specified time limit.

CORPORATE SOCIAL RESPONSIBILITY :

Corporate Social Responsibility is applicable to your Company from Financial Year 2021-2022. The Company has duly adopted Corporate Social Responsibility Policy and the same has been displayed on the Website of the Company- www.sanmitinfraltd.com.The Company’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR policy of the Company and the initiatives undertaken by the

Company on CSR activities during the year are set out in Annexure- IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Your Company through trust has been doing work in the following sectors: a) In Defence of Animals for the financial year 2021-22.

Other future projects:

1. Childcare and health care facilities 2. Education and skill development 3. Social welfare

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Human resources have always been of supreme importance at Sanmit Infra Limited as they are the growth-drivers and the mainstay of the organization. The prominence of the people of the organization stems from the belief that they are the authors of the Company’s success story. Integral to the Company’s approach, Human resource development is its distinctive strategy. The strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the scribes of a promising future’s slate. Thus, building a future ready organisation through true to type learning, innovation and world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for succeeding in the marketplace. Further it recognises the mutuality of interest with key stakeholders and is committed to building harmonious employee relations.

Sanmit Infra Limited is confident that its employees will relentlessly strive to Annual Report 2022-23 meet the growth agenda, deliver world class performance and innovate newer things.

Thus they will uphold human dignity, foster team spirit and discharge their role as ‘trustees’ of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community who are reflected in the Company’s policy, programs and development efforts. As of March 31, 2023,

NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Executive & Non-Executive Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

The policy outlines the criteria for determining qualifications, positive attributes, relevant experience and Independence of Director and criteria for appointment of Key Managerial

Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Policy also lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed through the web link at www.sanmitinfraltd.com.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :

There have been no material changes and commitments, 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.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly, Sanmit Infra Limited works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. Critical functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

The internal and operational audit is entrusted to M/s. Manas Dash & Co. The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee. M/s. Manas Dash & Co. has been appointed as internal auditor of the company for the financial year 2022-23 and 2023-24.

RELATED PARTY TRANSACTIONS :

All transactions entered with Related Parties for the year under review were on arm’s length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All related party transactions are mentioned in the notes to the accounts. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link www.skycorp. in. None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company except remuneration, ESOP and sitting fees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

PERFORMANCE OF SUBSIDIARY COMPANIES :

The Company has no subsidiaries, therefore not required to provide detail of performance of subsidiary Company. Hence, AOC -1 is not required to be attached to the said report.

CORPORATE GOVERNANCE :

Company is committed to maintain high standards of Corporate Governance to achieve business excellence and strengthen the confidence of all stakeholders. The Company constantly endeavours to create and sustain long-term value for all its stakeholders including, but not limited to, shareholders, employees, customers, vendors, suppliers, investors and the wider communities that we serve.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure-III hereto forming part of this report together with the requisite certificate from Ramesh Chandra Mishra & Associates, Practicing Company Secretary as stipulated under the Listing Regulations

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Composition:

The Company’s Board of Directors consists of distinguished individuals with proven competence and integrity. Besides strong financial acumen, strategic astuteness, experience and leadership qualities, they have a significant degree of dedication to the Company and invest adequate time to Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board has defined fundamentals, skills, expertise and competencies of the Directors in the context of the Company’s business for effective functioning and how the current Board of Directors is fulfilling the required skills and competences. As of March 31, 2023, the Board Comprises of Eight (8) Directors, out of which four (4) are Executive Directors and four (4) are Non-Executive Independent Directors (including one Independent Woman Director).

As on the date of this Report, following are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act :

SR.NO. NAME OF DIRECTOR CATEGORY DESIGNATION
1 Mr. Sanjay K. Makhja Promoter, Executive, Managing Director Managing Director
2 Mr. Kamal K. Makhija Promoter,Executive Director Whole-time Director
3 Mr. Haresh K. Makhija Promoter, Executive Director Whole-time Director
4 Mr. Dinesh K. Makhija Promoter,Executive Director,Chief Financial Officer(CFO) Whole-time Director & CFO
5 Mr. Sanjay Vishindas Nasta Non Executive, Independent Director Independent Director
6 Mr. Mohan Rathod Non Executive, Independent Director Independent Director
7 Mr. Ajay Nanik Chandwani Non Executive, Independent Director Independent Director
8 Mrs. Meena Bhate* Non Executive, Independent Director Independent Director
9 Mrs. Priyanka Hirendra Moorjani** Additional Director (Non Executive, Independent Director ) Additional Director
10 Mrs. Jayanti Pradhan*** Company Secretary and Compliance Officer Company Secretary and Compliance Officer
11 Mrs. Shazia Fatima Mohammed Karimuddin Shaikh**** Company Secretary and Compliance Officer Company Secretary and Compliance Officer

* Mrs. Meena Bhate has resigned from Directorship w.e.f. 02-03-2023.

** Mrs. Priyanka Hirendra Moorjani was appointed as Additional Director w.e.f. 21-04-2023. *** Mrs. Jayanti Pradhan resigned as Company Secretary and Compliance Officer w.e.f. 31.05.2022. **** Mrs. Shazia Fatima Mohammed Karimuddin Shaikh was appointed as Company Secretary and Compliance Officer w.e.f. 24.06.2022.

Appointment/ Re-appointment:

The Board of Directors at its meeting held on June 13, 2023, subject to approval of shareholders, Approved the appointment of Mrs. Priyanka Hirendra Moorjani (DIN : 10093028) as Non-Executive Independent Director for the period of Five (5) years commencing from w.e.f. April 21, 2023 at 23RD Annual General Meeting scheduled to be held on July 20, 2023. Resolution seeking shareholders’ approval for her appointment along with other required details are provided as an Annexure to Notice of the Annual General Meeting.

Directors Retiring by Rotation:

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of

Association, Mr. Haresh Kanayalal Makhija (DIN: 00586720) ,Whole Time Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, has sought reappointment. 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 Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Haresh Kanayalal Makhija (DIN: 00586720) ,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.

Cessations:

Mrs. Meena Bhate (DIN: 02283674), Independent Director, stepped down as an Independent

Director and Member of the Board effective March 2, 2023 due to Preoccupation in other activities and my inability to devote time to the business affairs of the Company . She confirmed that there were no other material reasons for her resignation. The Board of Directors place on record their deep appreciation for the contributions and guidance provided by Mrs. Meena Bhate during his tenure.

Key Managerial Personnel :

Mrs. Jayanti Pradhan (Membership No.: A66253), Company Secretary and Compliance Officer resigned from the Company w.e.f. May 31, 2022 to pursue an alternative career opportunity. The Board of Directors based on the recommendations of the Nomination & Remuneration Committee at its meeting held on June 24, 2022 appointed Ms. Shazia Fatima Mohammed Karimuddin Shaikh (Membership No.: A28104) as Company Secretary and Compliance Officer of the Company w.e.f. June 24, 2022.

Declarations by Independent Directors:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.

In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

NUMBER OF MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on business policies and strategies. The Board exhibits strong operational oversight with regular business presentations at Meetings. The Board Meetings are prescheduled to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, of the Board’s approval taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions. During the Financial Year 2022-23, Nine Meetings of the Board of Director were conducted. The details of Board Meetings and the attendance of the Directors at such meetings are also provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 and the Listing Regulations.

Sr. No Date Board Strength No. of. Directors Present
1 26th April,2022 8 8
2 28th May,2022 8 8
3 24th June,2022 8 8
4 28th July,2022 8 8
5 12th August,2022 8 8
6 29th August,2022 8 8
7 04th October,2022 8 8
8 14th November,2022 8 8
9 13th February,2023 8 8

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 Credit Policy, Loan Policy and 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Currently, the Board has Five Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4)CSR Committee and 5)Risk management Committee. A detailed note on the Board and its Committees is provided under the Corporate Governance Report in Annexure-III that forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Act : (i) That in the preparation of the accounts for the financial year ended 31stMarch, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March 2022 on a 'going concern' basis. (v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency. (vi) 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.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Managing Director, Chief Financial Officer and Executive Directors.

Feedback was sought by way of a structured questionnaire covering various aspects of the

Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on responses received from the Directors. The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfill duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee’s recommendation for the decisions of the Board, etc.

The performance evaluation of Independent Directors was based on various criteria, inter-alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends etc

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent Directors of the Company have held one meeting during the year without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS : No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

ENVIRONMENT, HEALTH AND SAFETY :

The Company ensures strict compliance with all the statutory requirements. The focus continues on water and energy conservation, increasing the proportion of green energy in the overall energy consumption and reduction in generation of waste. The Company has robust environment management system in place to ensure all environmental risks and opportunities associated with our operations are taken care.

The safety culture is a journey and management through frequent communication and training is strengthening the safety culture across the Organization and keep reinforcing the discipline. We are also committed to provide a safe & healthy work environment across all the manufacturing plants and offices. The management have put in place strong processes and procedures across all the plants and have systems to continuously monitor its adherence. The Company’s plants continue to improve well-being of its personnel by organising occupational health examination, periodic health check-ups and workplace monitoring.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company’s Whistle

Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.sanmitinfraltd.com .

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism

AUDITORS AND REPORTS:

Statutory Auditor & their Audit Report for the year ended March 31, 2023:

As per section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the Members. In line with the requirements of the Companies Act, 2013, Statutory Auditors M/S. PAMS & ASSOCIATES Chartered Accountants (ICAI Firm Registration : 316079E) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 18TH Annual General Meeting (AGM) of the Members held on September 29, 2018 till the Conclusion of 23RD Annual General Meeting of the Company to be held in the year 2023. The term of office M/S. PAMS & ASSOCIATES Chartered Accountants as statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors of the Company based on the recommendation of Audit Committee in their meeting held on June 13, 2023 have re-appointed M/S. PAMS & ASSOCIATES Chartered Accountants as statutory Auditors of the Company, subject to the approval of members in the ensuing annual general meeting of the Company for a period of 5 (Five) years from the conclusion of 23RD Annual General Meeting to the Conclusion of 28TH Annual General Meeting to be held in the year 2028.

During the year, the statutory auditors have confirmed that they satisfy the Independence criteria required under the Companies Act, 2013, the Code of Ethics issued by The Institute of Chartered Accountants of India. The Board recommends their reappointment to the members. The notice convening the 23RD Annual General Meeting to be held on July 20, 2023 sets out the details.

The Auditors’ Report on the Financial Statement for the year ended March 31, 2023, is unmodified i.e., it does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations. The Auditors had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditor & their Audit Report for the year ended March 31, 2023 : Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.: 5477 Certificate of Practice No. 3987), Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2023.

The Secretarial Audit Report is included as Annexure-II and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditor:

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s C. SAHOO & COMPANY, Cost Accountant (Membership No.: 18011)as the cost auditors of the Company (Firm Registration No. 100665) for the year ending March 31, 2024. Mr. Chandramani Sahoo have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY2023-24 as recommended by the Audit Committee and approved by the Board .

Reporting of Fraud :

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

ANNUAL RETURN:

In terms 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 is available on the website of the Company at www.sanmitinfraltd.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management

Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable, for the year under review is presented in a separate section given as Annexure- I forming part of this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance under POSH.

The Company has revisited the Internal Complaints Committee members and emphasised on the roles and responsibilities expected from the members. The Company continuously invests in enhancing the awareness on the Policy across its workforce.

During the year under review, there was no complaint of discrimination and harassment including sexual harassment received by the committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

SECRETARIAL STANDARDS COMPLIANCES :

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

GREEN INITIATIVES:

Your Company has adopted a green initiative to minimize the impact on the environment. In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 23RD Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

CAUTIONARY STATEMENT:

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Important factors that could make difference to the Company’s operations include raw materials availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, and Auditors, financial institutions, Customers, employees, suppliers, other business associates and various other stakeholders.

By Order of Board of Directors For Sanmit Infra Limited

Sd/-
Sanjay Makhija
Place : Mumbai (Managing Director)
Date : 13/06/2023 DIN: 00586770