Mar 31, 2024
Your Directors have pleasure in presenting before you their 38th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2024.
FINANCIAL RESULTS:-
The financial results of the Company for the year under review are summarized for your consideration:
|
Particulars |
2023-24 |
2022-23 |
|
Total Revenue |
7.81 |
12.28 |
|
Total Expenses |
68.94 |
27.09 |
|
Interest |
1.11 |
0.79 |
|
Depreciation |
- |
- |
|
Net Profit Before Tax |
(62.24) |
(15.60) |
|
Provision for Tax |
- |
- |
|
Net Profit After Tax |
(62.24) |
(15.60) |
During the year under review, total revenue from activities stood at Rs. 7.81 as compared to the revenue of previous year. The company suffered a net loss of Rs. 62.24
lacs due to adverse market conditions.
During the year under review, there is no change in the Share Capital of the Company. The Authorised capital of the Company is Rs. 30,00,00,000 comprising of
30,00,00,000 equity shares of Rs. 1/- each. Issued, paid up and subscribed Share Capital of the Company is Rs. 8,08,09,900 comprising of 8,08,09,900 shares of Rs. 1/-
each.
a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with Differential Rights during the year under review.
b. ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any Sweat Equity shares Employee Stock Options during the year under review.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and
date of this Report.
DIVIDEND
Your Directors have not recommended any Dividend for the year under review.
GENERAL RESERVE
The Company has not transferred any amount to any reserves.
LISTING AND LISTING REGULATIONS
The equity shares of the company are listed on the BSE Limited (BSE). The Company has also formulated the Policies as required under Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
The company is regular in paying the listing fee.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013. Information in this
regard, therefore, is nil.
ANNUAL RETURN
The Annual Return as on 31st March, 2024 has been placed on the website of the Company and can be accessed at www.santelecoms.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013
Particulars of loans, guarantees or investments covered under Section 186 of the Act, forms the part of the notes to the financial statement, which forms an integral part
of annual report Annexure-4
SUBSIDIARIES/ASSOCIATES
The Company does not have any Subsidiary / Joint Ventures / Associate Companies. Hence, the provisions regarding incorporation of a separate segment for disclosure
of the financial positions and performance of the Subsidiary, Associate and Joint Venture companies is not applicable to the Company.
VIGIL MECHANISM
The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and in terms of Listing regulations,
2015 for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company''s Code of Conduct.
The Vigil Mechanism & Whistle Blower policy is available on the Companyâs Website at www.santelecomsltd.com.
Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each employee of the
Company. The Company has in place âPolicy for Prevention and Redressal of Sexual Harassmentâ in line with the requirements of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as âthe said Actâ) and Rules made there under. As per the provisions of Section 4 of
the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints
received by the Company pertaining to gender discrimination and sexual harassment at workplace.
Further, as per the provisions of Section 21 & 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the
financial year under review, is as under:
|
Sr. No. |
No. of cases pending as on the |
No. of complaints filed |
No. of cases pending as on the |
|
beginning of the financial year |
during the financial year |
end of the financial year under |
|
|
under review |
under review |
review |
|
|
1. |
NIL |
NIL |
NIL |
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks pursuant to Section 134(3)(n) of the Companies Act, 2013. As a part of
Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The assets of
the company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks, which are considered necessary by the management.
As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well-placed, proper and adequate internal financial control system, commensurate
with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control
system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.
Nil
The requisite information has been given by way of an Annexure-1 to this Report.
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members
and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard. The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure -7.
CSR COMMITTEE
Section 135 of the Companies Act, 2013, is not applicable to the company.
STATUTORY AUDITORS & AUDITORS REPORT:-
The members at the 36lh Annual General Meeting of the Company had appointed N. Kumar & Co., Chartered Accountants as Statutory Auditors of the company to hold
office until the conclusion of Annual General Meeting to be held in the year 2027. The Auditorâs Report on the Annual Accounts of the company for the year under review
is self-explanatory and requires no comments. During the year under review, there were no frauds reported by Auditors under section 143 (12) of the Companies Act,
2013.
SECRETARIAL AUDITORS REPORT
Mr. Anil Negi (FCS 46547), a Company Secretary in practice having CP no. 17213, was appointed as Secretarial Auditor of the Company for the financial year 2023-24
pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure -5 and forms
part of this report. The reply to qualifications/observation/remarks by the Secretarial Auditors are as follow:
1. The company had started maintaining Digital Structural Database from April 2023 onwards as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of section 143 including those, which are reportable to the Central Government.
CORPORATE GOVERNANCE
However, the provisions of corporate governance are not applicable to the company but Your Company is still committed to maintain the highest standards of Corporate
Governance. The company is voluntarily complying with the majority of the provisions of corporate governance. A copy of corporate governance is attached as Annexure
6 .
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Surinder Singh (00030011), Director of the Company retire
by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Surinder Singh Managing Director
Ms. Manjit Kaur Chief Financial Officer
Ms. Saloni Mehra Company Secretary (Resigned w.e.f 30th March,
2024)
Mr. Manan Khera Company Secretary (Appointed w.e.f 01st April,
2024)
All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act,
2013 and Regulation 25 of SEBI (LODR) Regulations.
During the year 2023-24, 6 Board Meetings were held including one meeting of Independent Directors.
|
Date of Board Meeting |
No. of Directors |
Attendance of Directors |
|
30.05.2023 |
4 |
4 |
|
29.07.2023 |
4 |
4 |
|
14.08.2023 |
4 |
4 |
|
07.09.2023 |
4 |
4 |
|
10.11.2023 |
4 |
4 |
|
14.02.2024 |
4 |
4 |
Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure -3 forming part of this Annual Report.
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee,
has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors. Accordingly, following is the criteria for evaluation:-
a. Criteria for evaluation of the Board of Directors as a whole :
i. The Frequency of Meetings
ii. Quantum of Agenda
iii. Administration of Meetings
iv. Flow and quantity of Information from the Management to the Board
v. Number of Committees and their role.
vi. Overall performance of the Company
b. Criteria for evaluation of the Individual Directors including Independent Directors;
i. Experience and ability to contribute to the decision making process
ii. Problem solving approach and guidance to the Management
iii. Attendance and Participation in the Meetings
iv. Personal competencies and contribution to strategy formulation
v. Contribution towards Statutory compliances, monitoring of controls and Corporate Governance.
The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the Independent
Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined
whether to extend or continue their term of appointment, whenever the respective term expires. The Directors express their satisfaction with the evaluation process.
The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and
Company''s operations in future.
The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Insider trading policy of the Company lays down guidelines, procedures to be followed, and disclosures to be made while dealing with
shares of the Company, as well as the consequences of violation.
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for
determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as
Annexure -2. which forms part of this report.
The Company has devised proper systems to ensure compliance of all laws applicable to the Company and the compliance reports issued by the Departmental Heads
are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.
As per the Cost Audit Orders, Cost Audit is not applicable to the Company.
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, an audit committee has been duly constituted. The Audit Committee as on March 31, 2024 comprises of
the following Independent Directors:
|
Mr. Indeijit Singh |
Independent Director, Chairman |
|
Ms. Renu Kaur |
Independent Director, Member |
|
Mr. Surinder Singh |
Managing Director, Member |
NOMINATION & REMUNERATION COMMITTEE
In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of
section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31,2024 comprises of the following Directors:
|
Mr. Inderjit Singh |
Independent Director, Chairman |
|
Ms. Renu Kaur |
Independent Director, Member |
|
Mrs. ParminderKaur |
Director, Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted
Stakeholders Relationship Committee with following composition as on March 31,2024:-
|
Mr. Inderjit Singh |
Independent Director, Chairman |
|
Ms. Renu Kaur |
Independent Director, Member |
|
Mr. Surinder Singh |
Managing Director, Member |
CEO / CFO CERTIFICATION
In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Regulation. The Certificate has
been reviewed by the Audit Committee and taken on record by the Board of Directors.
DEMATERIALIZATION OF SHARES
As mentioned in Companyâs earlier Annual Reports, the Company''s Equity Shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated
through arrangement with NSDL and CDSL. About 87.4% of the shares of the Company are already in dematerialized form. M/s Mas Services Limited, New Delhi is
acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates,
business model of the Company and related matters are communicated to the Independent Directors from time to time and are available on the website of the company.
INDUSTRIAL RELATIONSHIPS
Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and
dedication of the employees of the Company.
SUMS DUE TO MICRO. SMALL & MEDIUM ENTERPRISES
There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31st March, 2024.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.
DIRECTORSâ RESPONSIBILITY STATEMENT:-
Pursuant to the Directorsâ Responsibility Statement referred to in clause (c) of Section 134(3) of the Companies Act, 2013, it is hereby confirmed that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.
ACKNOWLEDGEMENT -
The Directors express their gratitude to their shareholders, business associates, vendors, clients, government authorities and the bankers of the Company for the help
and co-operation that the Company has received from them.
The Directors also take this opportunity to express that the relations between the management and the staff were cordial during the period under review. Your Directors
place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.
DIN:00030011
Mar 31, 2013
The Directors are pleased to present their Annual Report for the
financial year ended on 31st March 2013.
FINANCIAL RESULTS:
PARTICULARS 31st March 2013 31st March 2012
( Rs. In Lacs) ( Rs. In Lacs)
Total Income 118.74 374.28
Profit Before Depreciation (3.35) 17.54
Depreciation 16.38 14.53
Net Profit/(loss) (19.73) 3.01
Extraordinary Items Nil (391.11)
Transfer to Balance sheet (19.73) (388.10)
Due to the market constraints the turnover of the company has fallen
sharply during the current financial year resulting in higher operation
losses.
DIVIDEND:
In the absence of any adequate profits, the management has decided not
to declare any dividend.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public with in the
meaning of section 58-A of the Companies Act, 1956.
DIRECTORS:
Ms. Parminder Kaur, Director of the company who retire at the ensuing
Annual General Meeting and being eligible offers herself for
reappointment. Mr. Devender Singh, Ms. Paramjit Kaur, Ms. Reeta Devi
and Mr. Balwinder Singh ceased from the directorship during the current
financial year.
ALLOTMENT OF SHARES ON PREFERENTIAL BASIS
During the year under review, the company has allotted 80,00,000
(Eighty Lacs) equity shares upon conversion of equal number of warrants
on preferential basis.
LISTING:
The company is listed with Bombay Stock Exchange Limited. The shares
are being regularly traded there. The company is regular in payment of
listing fees and complying with other listing requirements. The other
stock Exchanges namely Delhi Stock Exchange and Ludhiana Stock Exchange
are not active and no trading is being taking place there. The company
has applied for delisting of securities from these Delhi Stock Exchange
and Ludhiana Stock Exchange.
AUDITORS:
M/s N Kumar & Co, Chartered Accountants hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment. The company has received a letter from them that
their appointment if made will be within the limits as prescribed in
the section 224 (1B).
AUDITORS REPORT:
Observation in the Auditors Report are dealt with in the notes to the
Accounts and being self explanatory need no further clarifications..
CORPORATE GOVERNANCE REPORT:
As required under listing agreement the Corporate Governance Report
along with Auditors certificate regarding compliance of conditions of
corporate governance report is enclosed.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required under clause 49 (E) of Listing Agreement the Management
Discussion & Analysis forms an integral part of the Directors Report.
PARTICULARS OF EMPLOYEES
None of the employees is covered Under Section 217(2A) of the Companies
Act ,1956 read with Companies (Particulars of Employees) Rules ,1975 as
amended.
c. Technology Absorption:
The Company is using indigenous technologies in the manufacturing of
process. The updation of technology is an ongoing process and Company
is complying with all the statutory guidelines in this regard.
d. Foreign Exchange earnings and Outgo:
The Company has not earned any income or incurred any expenditure in
foreign exchange during the financial year.
DIRECTORS RESPONSIBILITY STATEMENT :
As required u/s 217 ( 2AA) of the companies Act ,1956 the Directors
states that :
1. That in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That Directors had 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. That Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. That Directors have prepared the annual accounts on going concern
basis.
ACKNOWLEDGEMENT
The Directors, place on record their appreciation for the support and
assistance received from all concerned during the period under review.
For Board of Directors
DATE : 04/09/2013 Sd/-
PLACE : Mohali CHAIRMAN CUM MG DIRECTOR
Mar 31, 2010
The Directors are pleased to present their Annual Report for the
financial year ended on 31st March 2010.
FINANCIAL RESULTS:
PARTICULARS 31st March 2010 31st March 2009
(Rs. In Lacs) (Rs. In Lacs)
Income 278.71 667.19
Profit Before Depreciation 1.46 19.48
Depreciation 11.90 13.15
Net Profit/(loss) (10.43) 6.33
Due to the adverse global and domestic market conditions the turnover
of the company for the current financial year has been decreased by 49%
as compare to the last years turn over and the company has incurred a
loss of Rs. 10.43 lacs during the financial.
FIXED DEPOSIT
The Company has not accepted any deposit from the public with in the
meaning of section 58-A of the Companies Act, 1956.
DIRECTORS:
Mr. Surinder Singh has been appointed as Chairman cum Managing
Director. Mr. Devender Singh has resigned from the post of Managing
Director and is continuing as Director of the company. Ms.Paramjit
Kaur and Mr. Balwinder Singh, Directors of the company who retire at
the ensuing Annual General Meeting and being eligible offer themselves
for reappointment. Ms. Reeta Devi has been appointed as additional
director of the company till the ensuing annual general meeting. The
Board recommends for regularization of her appointment as director
liable to retire by rotation. Mr. Nirmaljit Singh has resigned from
the directorship. The Board place on record the efforts put by Mr.
Nirmaljit Singh in upliftment of the company.
LISTING:
The company is listed with Bombay Stock Exchange Limited and Ludhiana
Stock Exchange It is regular in payment of listing fees and complying
with other listing requirements. The company has filed applications
with Delhi Stock Exchange as shares are not being traded in this
exchange and listing with this serves no purpose.
AUDITORS:
M/s N Kumar & Associates, Chartered Accountants hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment. The company has received a letter from them that
their appointment if made will be within the limits as prescribed in
the section 224 (1B).
AUDITORS REPORT:
Observation in the Auditors Report are dealt with in the notes to the
Accounts and are self explanatory.
CORPORATE GOVERNANCE REPORT:
As required under listing agreement the Corporate Governance Report
along with Auditors certificate regarding compliance of conditions of
corporate governance report is enclosed.
PARTICULARS OF EMPLOYEES
None of the employees is covered Under Section 217(2A) of the Companies
Act ,1956 read with Companies (Particulars of Employees) Rules ,1975 as
amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The company is taking every possible step to conserve energy resources.
The management is also planning to install new machinery with the
latest technologies. The company has not incurred any expenditure or
earned any income in the foreign currency during the financial year.
DIRECTORS RESPONSIBILITY STATEMENT:
As required u/s 217 (2AA) of the companies Act ,1956 the Directors
states that:
1. That in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That Directors had 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. That Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. That Directors have prepared the annual accounts on going concern
basis.
ACKNOWLEDGEMENT
The Directors, place on record their appreciation for the support and
assistance received from all concerned during the period under review.
For Board of Directors
M/S SGN TELECOMS LTD.
DATE : 05/09/2010 Sd/-
PLACE : Mohali CHAIRMAN CUM MG DIRECTOR
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