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Directors Report of Sindhu Trade Links Ltd.
Mar 31, 2025
Your directors have immense pleasure in presenting their 33rd Annual Report together
with the Audited Statement of Accounts for the financial year ended on 31st March
2025.
The financial results for the year under reviews are as follows:
(Amount in Lakhs)
|
Particulars |
Stanc |
alone |
Conso |
idated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Total Revenue |
50,810.63 |
59,965.99 |
2,29,270.40 |
1,83,623.84 |
|
Total Expenses |
46,195.33 |
53,629.28 |
2,13,230.65 |
1,75,963.56 |
|
Profit / (Loss) |
4,615.30 |
6,336.71 |
16,633.35 |
7,658.47 |
|
Current Tax |
905.71 |
987.99 |
4,035.94 |
1,684.74 |
|
Deferred Tax |
(50.15) |
(63.53) |
501.93 |
(1,097.00) |
|
Tax of |
(89.96) |
(24.65) |
(63.44) |
(5.80) |
|
Profit / (Loss) |
3,849.70 |
5,436.90 |
12,158.92 |
7,076.53 |
CHANGE IN ACCOUNTING POLICY/ PRINCIPLES
There has been no change in the Accounting Policy of the Company.
COMPANIES'' OPERATIONS
On standalone basis, the company has achieved the Total Revenue of Rs. 50,810.63
Lakhs as against the Rs. 59,965.99 Lakhs during the previous year. PAT was at Rs.
3,849.70 Lakhs in current year as compared to Rs. 5,436.90 Lakhs in previous year.
On Consolidation basis, the company has achieved the Total Revenue of Rs.
2,29,270.40 Lakhs as against the Rs. 1,83,623.84 Lakhs during the previous year. PAT
was at Rs. 12,158.92 Lakhs in current year as compared to Rs. 7,076.53 Lakhs in
previous year
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under report, there is no change in the business of the Company and
is continue to extracts its major revenue from the transportation, logistics &
Construction, trading of oil and lubricants, Operations and Maintenance Income and
investment and finance operations.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to reserves.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND
END OF FINANCIAL YEAR
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 the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE
During the year under review, there have been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company''s operations in future.
PROCEEDING OR SETTLEMENT UNDER INSOLVENCYAND BANKRUPTCY
CODE
During the reporting period, the Company was not subject to any proceedings under
the Insolvency and Bankruptcy Code, 2016, nor were there any such proceedings
pending as of the year-end
STATUS OF SUBSIDIARY COMPANIES, TOINT VENTURES AND ASSOCIATE
The subsidiaries in which the shareholding of the Company is presently more than
half of the nominal capital of the Company as per section 2(87) of the Companies Act,
2013 are:
⢠Indus Automotives Private Limited (In-APL): A Private Limited Company
incorporated on July 05, 2010 by Registrar of Companies, National Capital
Territory of Delhi and Haryana. The company acts from manufacturers to
retailers, storers and warehouses, importers, exporters, repairers, hirers in all
types of automotive vehicles usable on land, sea or air and to do all the allied
activities relating thereto.
Specialised Areas:
The Company is engaged in the business of trading of genuine automobiles
spare parts, heavy earthmoving equipment parts, lubricants, tyres, tubes and
flaps. The Company holds authorised dealership of Asia Motor Works Ltd
(AMW Ltd) for commercial vehicles, for Tyres tube and flaps of Birla Tyre, Ceat
Ltd., MRF Limited, J.K Tyre & Industries Ltd., Apollo Tyres Ltd., for dealership
for Lubricant of Valvoline Cummins Pvt. Ltd., Total Oil India Pvt Ltd.,
dealership for genuine automobiles spare parts of Ashoka Leyland, Tata
Motors, Mahindra, Mico, TVS, Bosch, Telco, and Turbo and dealership for
spare parts of heavy earthmoving parts with machinery parts of Liebherr India
Ltd, Tata Hitachi, Hindustan Motors. The Company also has LMV workshop
located at Dipka, korba, C.G. for repairs & maintenance of Light motor vehicles.
Present Financial Structure and % of holding of STLL:
The present authorised share capital of the company is Rs. 55,00,000/- divided
into 5,50,000 equity shares of Rs. 10/- each. The present paid- up share capital
of the company is Rs. 52,50,000/- divided into 5,25,000 equity shares of Rs. 10/-
each. STLL is holding 98.10% of the nominal share capital of In-APL.
⢠Sudha Bio Power Private Limited, A Private Limited Company incorporated
on 21st July, 2011 by Registrar of Companies, Hyderabad. The Company is
engaged in the business of generating, harnessing, developing, accumulating,
distributing and supplying of electricity by setting up Bio mass power plants
by use of liquid, gaseous or solid fuels for the purpose of light, heat motive
power and for all other purposes for which electric energy can be employed.
However due to all operational and management activities were carried out
from New Delhi and keeping in view the administrative convenience, cost
effectiveness, growth potential and opportunities existing, the Company
shifted its registered office from Andhra Pradesh to New Delhi on 25.02.2016.
Specialised Areas:
It is presently engaged into the business of generating, distributing and
supplying of electricity through its Bio Mass Power Plant by use of liquid,
gaseous or solid fuels and to generate Power supply either by hydro, solar,
thermal gas, diesel, oil or through Renewable Energy Sources such as solar,
photo voltaic, and wind mill and or any other means and to Transmit,
distribute, supply and sell such power either directly or through Transmission
lines and facilities of central/State Governments or private Companies or
Electricity Boards to industries and to Central/ State Governments to be
proved other consumers or electricity including for captive consumption for
any other industrial projects promoted by this company or promoter
Companies, and generally to develop, generate accumulate power at any other
place or places and to transmit, distribute sell and such supply such power and
to acquire coal mines in India and/or abroad and to acquire concessions or
licenses granted by or to enter into contracts with the Government of India or
any other
government authority for the construction, operation and maintenance of any
electric installation for the production, transmission or use electric power of
lighting, heating, signalling and other allied activities thereto.
Present Financial Structure and % of holding of STLL
During the year under review, the present authorized share capital of the
company is Rs. 360,000,000/- divided into 36,000,000 equity shares of Rs. 10/-
each. The present paid- up share capital of the company is Rs. 90,100,000/-
divided into 9,010,000 equity shares of Rs. 10/- each. STLL is holding 100% of
the nominal share capital of in SBPPL.
⢠Param Mitra Resources Pte. Ltd. Param Mitra Resources Pte. Ltd. ("PMR" or
"Company") is a leading mining and infrastructure company in Indonesia,
promoted by the Sindhu Family. With over 4 (four) decades of experience in
coal mining, coal logistics, coal beneficiation, power generation, and power
distribution, PMR operates under the esteemed Sainik-Aryan Group (SAG).
⢠Specialized Expertise: PMR has demonstrated expertise in exploration,
mining, and logistics across Indonesia and internationally. This extensive
experience enables PMR to manage mining operations in the most cost-efficient
manner.
Operations:
Currently operating two active mines, PMR controls access to over 500 million
tonnes of coal reserves located in East Kalimantan.
Marketing Strategy:
PMR''s marketing approach includes a multi-dimensional strategy focused on
both long-term offtake agreements and short-term contracts. It primarily
supplies coal to South and East Asian markets, as well as the power sector and
domestic markets in Indonesia.
Present Financial Structure and % of holding of STLL
During the year under review, the present paid up share capital of the company
is 10,96,24,971 Equity Shares of USD $ 1 each. STLL is holding 93.23% of the
nominal share capital In PMR Pte. Ltd.
The below mentioned list of Companies are subsidiaries of PMR Pte. Ltd.
which itself are subsidiaries of STLL:
SUBSIDIARIES OF PARAM MITRA RESOURCES PTE. LTD. (OVERSEAS SUBSIDIARIES)
The overseas subsidiaries are presently engaged in coal mining and allied activities thereto. The details
of the Companies are mentioned below:
PARAM MITRA RESOURCES PTE. LTD.
|
Param Mitra Coal Resources Pte |
Oceania Resources Pty Limited (OR Pty |
Param Mitra Power Pte Ltd. |
|
The paid up share capital of the PMR Pte Ltd (Subsidiary of STLL) is |
The paid up share capital of the PMR Pte Ltd (Subsidiary of STLL) is The Board of Directors of the company |
The paid up share capital of the PMR Pte Ltd (Subsidiary of STLL) is |
|
Unity Holding Business Singapore Pte. Ltd (UHBS |
Dragon Power Investment Limited (DPIL) |
Param Mitra Coal One |
|
The paid up share capital of the Company is USD Param Mitra Coal Resources Pte Limited (Subsidiary of |
The paid up Share Capital of the Company is Param Mitra Coal Resources Pte Limited |
The paid up share capital of the Param Mitra Coal Resources Pte |
|
Pt. Param Mitra Coal Movers (Pt. PMCM) (Earlier Pt. |
Pt. Param Mitra Coal Resources (Pt. PMCR) |
|
|
The paid up share capital of the company is IDR PMCR One Pte. Limited (Subsidiary of PMCR Pte |
The paid up share capital of the company is IDR 10,00,000 divided into 10,00,000 UHBS Pte. Ltd. (Subsidiary of PMCR Pte Ltd) is holding 99% of the share capital of |
|
|
Pt. Brillian Alam Sejahtera(Pt. BAS) |
|
|
The paid up share capital of the Company is IDR 10,00,00,00,000 divided into 10,000 equity shares of IDR 10,00,000 each. |
|
|
PT Global Bumi Lumbung Indonesia (Pt. GBLI) |
PT Jaya Jasamandiri (Pt. JJ) |
|
The paid up share capital of the company is IDR 1.34.60.00. 00.000 divided into 1,34,600 equity shares of IDR 10.00. 000/- each. DPIL (Subsidiary of PMCR Pte Ltd.) is holding 99.95% of the |
The paid up share capital of the company is IDR 1.31.41.00. 00.000 divided into 131,410 equity shares of 10.00. 000 IDR each. Pt. GBLI (Subsidiary of DPIL) is holding 99.99% of the share |
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted
Corporate Social Responsibility Committee and statutory disclosures with respect to
the CSR Committee and Annual Report on CSR Activities forms part of this Report as
Annexure A.
NUMBER OF MEETINGS OF BOARD
During the year 2024-25, the Board of Directors met in each quarter and the
proceedings of the meeting are as per the provisions of the Companies Act, 2013
alongwith all other applicable provisions. The details of the meeting of the Board of
Directors have been set out separately in Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director
under section 149(7) of Companies Act 2013 that he/she meets the criteria of
independence laid down in section 149(6) of Companies act 2013 and as per the
prescribed regulation of SEBI (Listing Obligations and Disclosure Requirements)
regulations, 2015.
The evaluation of the Board as a whole and the Board Level Committee(s) was carried
out by the Independent Directors and Board of Directors as applicable at its respective
meetings held on March 31, 2025, by assessment on parameters viz. related to roles,
responsibilities and obligations of the Board, relevance of Board / Board Committee
discussions, attention to strategic issues, performance on key areas, providing
feedback to executive management and assessing the quality, quantity and timeliness
of flow of information between the management and the Board that is necessary for
the Board / Board Committees to effectively and reasonably perform their duties.
DIVIDEND
Your Director''s recommend no amount of dividend for the financial year 2024-25.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), is available on the Company''s website
at https: / /sindhutrade.com/wp-content/uploads/2023/03/Dividend-Distribution-
Policy.pdf.
DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL
⢠Re-appointment of Director:
o Pursuant to the provisions of the Section 152 and other applicable
provisions, if any, of the Companies Act, 2013, Mr. Saurabh Sindhu
(DIN: 02291158), Director of the Company retire by rotation and being
eligible, have offered themselves for re-appointment. Your director
recommends his re-appointment.
o Pursuant to the provisions of the Section 152 and other applicable
provisions, if any, of the Companies Act, 2013, Mrs. Usha Sindhu (DIN:
00033930), Director of the Company retire by rotation and being eligible,
have offered themselves for re-appointment. Your director recommends
her re-appointment.
PUBLIC DEPOSITS
The Company has not invited/ accepted any deposits from the public during the year
ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31,
2025.
AUDITOR''S REPORT
Auditors'' Report on the financial statements for the year ended on March 31, 2025
together with notes thereon is attached separately in this annual report. A perusal of
the statement reflects that it certifies true and fair view of state of affairs of the
Company. Further, the report also contains the prescribed annexure (known as
CARO). In the said annexure, Auditors are required to give their observations on
prescribed items. In the said Annexure, Auditors while quoting the observations in
respect of all the items, have not made any qualification in respect any item.
The observations made in the Auditors'' Report are self-explanatory and therefore do
not call for any further comments.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, no instances of fraud committed against the Company,
by its officers or employees were reported by the Statutory Auditors and Secretarial
Auditors, under Section 143(12) of the Act, to the Audit Committee or the Board of
Directors of the Company.
AUDITOR
Statutory Auditor:
M/ s NGC & Associates, Chartered Accountants (Firm Registration No. 033401N /
N500351) holding office until the conclusion of the 35th Annual General Meeting.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Secretarial Audit has been carried out by Payal Sharma, Company Secretaries.
The Secretarial audit report does not contain any qualification, reservation and
adverse remarks and the report is attached as "Annexure B".
ANNUAL SECRETARIAL COMPLIANCE REPORT
In accordance with the provisions of applicable laws, the Company has undertaken
an audit of its secretarial records and compliance practices for the financial year ended
March 31, 2025. This audit was conducted to verify adherence to the applicable
regulations, circulars, and guidelines issued under the SEBI Act.
The Annual Secretarial Compliance Report, issued by a Practicing Company
Secretary, has been submitted to the Stock Exchanges within the prescribed timeline
of sixty (60) days from the end of the financial year, as required under the Listing
Regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption & foreign exchange
earnings and outgo are as follows:
(A) Conservation of energy:
Your Company carries out its operations in an environmental friendly manner and is
on the look-out for different ways & means to reduce the consumption of energy in its
operations. Fuel & electricity consumption in different stages were monitored
regularly and suitable corrective actions were taken wherever possible.
(B) Technology Absorption:
The Company continues to use the latest technologies for improving the productivity
and quality of its services and products. The Company''s operations do not require
significant import of technology.
(C) Foreign exchange earnings and Outgo:
During the financial year the Foreign Exchange outflow is Rs. 0/- and the inflow of
Foreign exchange is Rs. 12,99,15,000/-(USD 15,00,000).
PARTICULARS OF EMPLOYEE
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in
Annexure C to the Directors'' Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with
respect to Directors'' Responsibility Statement, it is hereby confirmed that:
⢠in the preparation of the annual accounts for the financial year ended 31st
March, 2025, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
⢠the 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
as at March 31, 2025 and of the profit and loss of the company for that period.
⢠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 safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
⢠the directors had prepared the annual accounts on a going concern basis;
⢠the directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating
effectively; and
⢠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.
RISK MANAGEMENT COMMITTEE: OVERVIEW
In terms of SEBI (LODR) Regulation, 2015, the Company has constituted a Risk
Management Committee on 13 November, 2014 for framing, implementing and
monitoring the risk management policy of the Company.
The Committee has adopted a Charter that outlines the role, responsibilities and
power of the Committee and the procedure for organizing the meeting of the
Committee. Further, Risk Management Plans and Policies of the Company stimulates
the development, review, and revision of the organization''s practices and protocols in
light of identified risks and chosen loss prevention and reduction strategies. Principles
of the Plan provide the foundation for developing key policies and procedures for
day-to-day risk management activities.
Our Risk Management Policy has been formulated in accordance with industry best
practices and regulatory requirements, including Regulation 21 of the Listing
Regulations. The Policy outlines the process for systematic identification, assessment,
monitoring, and mitigation of risks. Its principal objective is to proactively manage
changes in both the internal and external business environment, minimize adverse
impacts, and seize potential opportunities, thereby ensuring business continuity and
long-term value creation. The Company has instituted a structured matrix on risk
evaluation, employing a structured risk matrix that assesses risks according to their
likelihood and potential impact. These risks are systematically categorised across a
defined risk scale â low, medium, and high, thereby facilitating a clear prioritisation
process. This framework serves as a strategic and operational cornerstone, guiding the
formulation and implementation of targeted risk mitigation strategies.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the section 177(9) of the Act read with Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015, Company has
formulated a Vigil Mechanism / Whistle Blower Policy for its Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company''s fundamental code of conduct. The details of the same are
made available on the Company''s website www.sindhutrade.com.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance,
Board committees and Individual directors pursuant to the provisions of the
Companies Act, 2013 and the corporate governance requirements as prescribed under
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, which has
been set out in the Corporate Governance Report.
COMPANYS'' POLICY 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
SECTION178
A brief report on the criteria of selection of Executive and Non-executive
Directors/Chairman, CEO, Senior Management employees their Remuneration policy
including criteria for determining qualifications, positive attributes, independence of
director and other matters provided under sub-section (3) of section 178 has been set
out separately in Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER
SECTION 186
The particulars of loans, guarantees and investments, based on applicability under
Section 186 of the Act, have been disclosed in the Notes forming part of the Financial
Statements.
RELATED PARTY TRANSACTION
All related party transactions entered during the year were on arm''s length basis and
in the ordinary course of business. Prior omnibus approval was taken at the audit
committee for the transactions which are foreseen and/or repetitive in nature. The
policy on the related party transactions duly approved by the Board is uploaded on
company''s website and can be accessed at www.sindhutrade.com.
In alignment with the internal governance structure and in accordance with the
provisions of the aforementioned Policy, all RPTs undertaken during the financial
year were executed with prior approval of the Audit Committee and the Board. Prior
omnibus approval was obtained for RPTs that are recurring in nature or are
anticipated, as well as for unforeseen transactions in the ordinary course of business,
subject to compliance with threshold limits and terms as prescribed under the Act and
the Listing Regulations. The Company submits a detailed report of all RPTs on a
quarterly basis to the Audit Committee and the Board, accompanied by certification
from the Internal Auditor, confirming compliance with internal policies and statutory
requirements. During the financial year under review, all RPTs executed by the
Company were conducted on an arm''s length basis and in the ordinary course of
business. These transactions have been appropriately disclosed in compliance with
Ind AS-24, within the Notes to the Financial Statements.
Apart from the transactions disclosed as above, no other RPTs were entered into with
Promoters, members of the Promoter Group, Directors, KMP, SMP of the Company,
or with its Subsidiary. Furthermore, there were no transactions, either directly or
indirectly involving any third party, that could potentially give rise to a conflict of
interest affecting the broader interests of the Company. Any interest held by Directors
is transparently disclosed during meetings of the Board and the Audit Committee.
Directors with a potential or actual conflict of interest abstain from deliberations and
voting in relation to such transactions, thereby upholding the principles of fairness
and accountability in the Company''s decision-making processes.
During the year under review, all the transactions with the related party Particulars
of the contracts or arrangements with related parties referred to in sub-section (1) of
section 188 read with Rules as applicable is annexed herewith as "Annexure D".
EXTRACT OF ANNUAL RETURN
The extract of Annual Return (MGT - 9) has been uploaded at the website of the
Company i.e. www.sindhutrade.com
FAMILARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company, its
management and operations and provides an overall industry perspective as well as
issues being faced by the industry. The details of various familiarization programmes
provided to the Independent Directors of the Company is available on the Company''s
website www.sindhutrade.com.
INTERNAL CONTROL SYSTEMS AND THIR ADEQUACY
The Company has an Internal Control System which ensures that all transactions are
authorised, recorded and reported correctly, and assets are safeguarded and protected
against loss from unauthorized use or disposition. In addition there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial
controls. The Internal Audit is being done by the independent Chartered Accountants
who monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and
policies at all locations of the Company and its subsidiaries. All these measures
facilitate timely detection of any irregularities and early remedial steps.
No significant audit observations and recommendations have been received from the
Internal Auditors of the Company.
The Audit Committee of the Board plays a pivotal role in overseeing the internal
controls and risk management systems of the Company. It periodically reviews and
evaluates internal audit reports and finding (if any) thereon, audit plans, and risk
assessment outcomes to ensure continuous enhancement and strengthening of the
control framework. Observations and recommendations from internal audits are
reviewed in Audit Committee meetings, and appropriate corrective actions are
initiated. The Internal Auditor and their team actively participates in Audit
Committee meetings, presenting his findings and assessments, particularly on the
internal controls over financial reporting. The Committee also monitors the
implementation status of audit recommendations and ensures appropriate follow-up
actions are taken.
Detailed disclosures pertaining to the adequacy and operating effectiveness of the
Company''s internal control systems and risk management framework are provided
in the MDA section of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has formulated and adopted a Sexual harassment policy in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder to redress and prevent all the
complaints of sexual harassment at workplace. An Internal Complaints Committee
has been set up to redress complaints received regarding sexual harassment. All
female employees (permanent, contractual, temporary, trainees) as well as any
woman visiting the Company''s office premises or women service providers are
covered under this policy.
During the year 2024-25 no complaints were received by the Company related to
sexual harassment.
INSIDER TRADING REGULATIONS
The Company has adopted a Code of Conduct for Prevention of Insider Trading with
a view to regulate the trading in securities by the Directors and designated employees
of the Company. The purpose of the Code is to prevent the misuse of any price
sensitive information through dealing in the shares of the company by directors,
officers and employees of the company. Further the company has adopted the trading
window closure policy, to prevent the directors, officers and employees of the
company from trading in the securities when there is unpublished price sensitive
information.
All Board Directors and the designated employees have confirmed compliance with
the Code.
CORPORATE GOVERNANCE REPORT
The company firmly believes in the principles of the good Corporate Governance A
detailed report on corporate governance in accordance with the Listing Agreement
separately forms part of this annual report.
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
The Management Discussion and Analysis Statement as required under Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is
disclosed separately in this annual report.
LISTING OF SHARES
The Equity Shares of the Company is listed on Bombay Stock Exchange and National
Stock Exchange. These shares were traded during the year under review at the
Exchange. The Status of Listing of shares at these Stock Exchanges is given in the
Corporate Governance Report.
BRSR REPORTING
At STLL, fulfilment of environmental, social and governance responsibility is an
integral part of the way the Company conducts its business.
In terms of the Regulation 34 of the Listing Regulations, the Business Responsibility
and Sustainability Report is available on the website of the Company
www.sindhutrade.com. Any Member interested in obtaining a physical copy of the
same may write to the Company Secretary at the Registered Office of the Company.
INVESTOR CORRESPONDENCE
In order to facilitate quick redressal of the grievances / queries, the Investors and
Shareholders may contact the Company Secretary at the under mentioned new
corporate office address for any assistance:
Ms. Suchi Gupta
Company Secretary & Compliance Officer
Sindhu Trade Links Limited
129, Transport Centre, Rohtak Road,
Punjabi Bagh, New Delhi - 110035
Email: corporatecompliance@sindhutrade.com
CREDIT RATINGS
The credit ratings outstanding for various instruments of the Company as on March
31, 2025 are as under:
|
Rating Agency |
Instruments as on 31st March, |
Rating |
|
India Ratings and Research (Ind- |
Term Loan |
IND B |
|
Fund-based working |
IND B |
|
|
Non-fund-based |
IND B |
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Director''s place on record their deep appreciation to the shareholders, business
associates, and financial institutions at all levels for their consistent support and
encouragement of the Company. The enthusiasm and beneficent efforts of the
employees have enabled the Company to remain at the leading- edge of the Industry.
Your Directors would also like to acknowledge the constructive suggestions from the
statutory auditors for ensuring the accurate and authentic compliances for the
Company.
By Order of the Board of Directors
For Sindhu Trade Links Limited
Sd/- Sd/-
Place: Gurugram (Saurabh Sindhu) (Rudra Sen Sindhu)
Dated: 13.08.2025 Director Director
Din no.-02291158 Din No.-00006999
Mar 31, 2023
The directors have immense pleasure in presenting their 31st Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2023.
The financial results for the year under reviews are as follows:
|
(Amount in Lakhs) |
||||
|
Particulars |
Standalone |
Conso |
idated |
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Total Revenue |
49,029.58 |
63,245.26 |
1,33,452.97 |
1,07,697.10 |
|
Total Expenses |
44,719.04 |
59,037.19 |
1,31,782.55 |
1,14,564.02 |
|
Profit / (Loss) Before Tax |
4,310.54 |
4,208.07 |
1,668.76 |
(6,397.94) |
|
Current Tax |
723.44 |
1,067.14 |
2,554.49 |
835.78 |
|
Deferred Tax |
387.53 |
(164.73) |
(484.07) |
(171.56) |
|
Tax of Previous Years |
(77.83) |
(16.09) |
(53.42) |
(22.68) |
|
Profit / (Loss) after Tax |
3,277.40 |
6,285.56 |
(348.24) |
(7,039.48) |
CHANGE IN ACCOUNTING POLICY/ PRINCIPLES
There has been no change in the Accounting Policy of the Company.
COMPANIES'' OPERATIONS
On standalone basis, the company has achieved the Total Revenue of Rs. 44,719.04 Lakhs as against the Rs. 63,245.26 Lakhs during the previous year. PAT was at Rs. 3,277.40 Lakhs in current year as compared to Rs. 3,321.75 Lakhs in previous year.
On Consolidation basis, the company has achieved the Total Revenue of Rs. 1,33,452.97 Lakhs as against the Rs. 1,07,697.10 Lakhs during the previous year. PAT / (Loss after Tax) was at Rs. 1,668.76 Lakhs in current year as compared to Loss of Rs. (6,397.94) Lakhs in previous year
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under report, there is no change in the business of the Company and is continue to extracts its major revenue from the logistics, trading of oil and lubricants and investment and finance operations.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to reserves.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
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 the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year under review, the NCLT of Delhi passed an order dated 09th November, 2022 and 02nd February, 2023, by admitting the claim against the Company from M/s Saraogi Udyog Private Limited towards outstanding payment of Rs. 1,65,07,739/- (inclusive of interest thereon), appointed an IRP for the same, however the company paid the Operational Creditor and seek withdrawal of the Case from NCLT The NCLT passed the order dated 10th February, 2023 and the case was dismissed. Other than mentioned above, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
STATUS OF SUBSIDIARY COMPANIES, TOINT VENTURES AND ASSOCIATE
The subsidiaries in which the shareholding of the Company is presently more than half of the nominal capital of the Company as per section 2(87) of the Companies Act, 2013 are:
⢠Hari Bhoomi Communications Private Limited is a Private Limited Company incorporated on 08.05.2007 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company is engaged in Publication of daily newspaper of Hindi in the State of Chhattisgarh, Madhya Pradesh, Delhi and Haryana, Bhopal under the name "Hari Bhoomi" and a TV channel namely "JANTA TV".
Specialised Areas:
This newspaper contains news of current events, informative articles, diverse features and advertising. It has contributed immensely in the field of media through its eye-opening articles and independent views. "Hari Bhoomi" was started initially as a Weekly in 1996 but later on in 1998 it became a Daily .It was the first Daily to be published from Rohtak (Haryana). "Hari Bhoomi" launched its first edition in Chhattisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi started its Jabalpur Edition in 2008. Very recently, Hari Bhoomi started its edition from Raigarh (Chhattisgarh) and Bhopal.
Hari Bhoomi is a member of Indian Newspaper Society, Audit Bureau of Circulations (Two esteemed organizations of
Newspapers/Magazines/Advertising Agencies/Advertisers) and also member of MRUC (Media Research Users Council), an organization conducting Indian Readership Survey.
The present authorised share capital of the company is Rs. 3,10,00,000/-divided into 31,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 3,03,57,000/- divided into 30,35,700 equity shares of Rs. 10/ - each. STLL is holding 84.68% of the nominal capital of HBCPL.
⢠Indus Automotives Private Limited: A Private Limited Company incorporated on July 05, 2010 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company acts from manufacturers to retailers, storers and wharehousers, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto.
The Company is engaged in the business of trading of genuine automobiles spare parts, heavy earthmoving equipment parts, lubricants, tyres, tubes and flaps. The Company holds authorised dealership of Asia Motor Works Ltd (AMW Ltd) for commercial vehicles, for Tyres tube and flaps of Birla Tyre, Ceat Ltd., MRF Limited, J.K Tyre & Industries Ltd., Apollo Tyres Ltd., for dealership for Lubricant of Valvoline Cummins Pvt. Ltd., Total Oil India Pvt Ltd., dealership for genuine automobiles spare parts of Ashoka Leyland, Tata Motors, Mahindra, Mico, TVS, Bosch, Telco, and Turbo and dealership for spare parts of heavy earthmoving parts with machinery parts of Liebherr India Ltd, Tata Hitachi, Hindustan Motors. The Company also has LMV workshop located at Dipka, korba, C.G. for repairs & maintenance of Light motor vehicles.
Present Financial Structure and % of holding of STLL:
The present authorised share capital of the company is Rs. 55,00,000/- divided into 5,50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 52,50,000/- divided into 5,25,000 equity shares of Rs. 10/-each. STLL is holding 98.10% of the nominal share capital of In APL.
⢠Sudha Bio Power Private Limited, A Private Limited Company incorporated on 21st July, 2011 by Registrar of Companies, Hyderabad. The Company is engaged in the business of generating, harnessing, developing, accumulating, distributing and supplying of electricity by setting up Bio mass power plants by use of liquid, gaseous or solid fuels for the purpose of light, heat motive power and for all other purposes for which electric energy can be employed. However due to all operational and management activities were carried out from New Delhi and keeping in view the administrative convenience, cost effectiveness, growth potential and opportunities existing, the Company shifted its registered office from Andhra Pradesh to New Delhi on 25.02.2016.
It is presently engaged into the business of generating, distributing and supplying of electricity through its Bio Mass Power Plant by use of liquid, gaseous or solid fuels and to generate Power supply either by hydro, solar, thermal gas, diesel, oil or through Renewable Energy Sources such as solar, photo voltaic, and wind mill and or any other means and to Transmit, distribute, supply and sell such power either directly or through Transmission lines and facilities of central/State Governments or private Companies or Electricity Boards to industries and to Central/ State Governments to be proved other consumers or electricity including for captive consumption for any other industrial projects promoted by this company or promoter Companies, and generally to develop, generate accumulate power at any other place or places and to transmit, distribute sell and such supply such power and to acquire coal mines in India and/or abroad and to acquire concessions or licenses granted by or to enter into contracts with the Government of India or any other
government authority for the construction, operation and maintenance of any electric installation for the production, transmission or use electric power of lighting, heating, signalling and other allied activities thereto.
Present Financial Structure and % of holding of STLL
During the year under review, the present authorized share capital of the company is Rs. 360,000,000/- divided into 36,000,000 equity shares of Rs. 10/ -each. The present paid- up share capital of the company is Rs. 90,100,000/-divided into 9,010,000 equity shares of Rs. 10/- each. STLL is holding 100% of the nominal share capital of In SBPPL.
⢠Param Mitra Resources Pte. Ltd. ("PMR" or "Company" or "Param Mitra"), is a leading Coal and Power player in Indonesia, promoted by the Sindhu Family, a leading coal-mining, coal logistics, coal beneficiation, power generation and power distribution in India with over 38 years of experience in the coal and energy sector under the flagship of Sainik-Aryan Group (SAG).
PMR has proven expertise in conducting exploration, mining & logistics operations in India and abroad and the same allows the company to understand and manage the operations of mines in the most cost-effective manner. The company has its presence over many counties. Some of them are described below:
Australia: Param Mitra has recently entered into a mine management agreement with an operating mine in Western Australia for producing 3 mn tons per annum.
Indonesia: Param Mitra is presently operating four mines, giving it access to over 1.5 bn tonnes of reserves in East Kalimantan.
Marketing Strategy : Param Mitra has a multi dimensional marketing and end use strategy for coal which will be produced by several mines in Indonesia. Param Mitra is currently supplying and exploring more opportunities of supply in South and East Asia. Strategically looking at a combination of
⢠Long term relationships with commodity players and off-take agreements
⢠Domestic Market strategy
⢠Power sector in Indonesia
Present Financial Structure and % of holding of STLL
During the year under review, the present paid up share capital of the company is 7,75,33,886 Equity Shares of USD $ 1 each. STLL is holding 91.96% of the nominal share capital In PMR Pte. Ltd.
The below mentioned list of Companies are subsidiaries of Hari Bhoomi & PMR Pte. Ltd. which itself are subsidiaries of STLL:Subsidiary of Hari Bhoomi:
> Legend Travels Private Limited, A Private Limited Company incorporated on 21st October, 1997 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company was incorporated with a view to carry on the business of Media & Entertainment including running of T.V. Channel, IPTV, Radio Channel & Publishing of News Paper.
Currently it is engaged in the support services to Media Companies.
Present Financial Structure and % of holding of Hari Bhoomi:
During the year under review, the present authorized share capital of the company is Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 9,67,97,790/- divided into 96,79,779 equity shares of Rs. 10/- each. Hari Bhoomi is holding 100% of the nominal share capital in LTPL
SUBSIDIARIES OF PARAM MITRA RESOURCES PTE. LTD. (OVERSEAS SUBSIDIARIES)
The overseas subsidiaries are presently engaged in coal mining and allied activities thereto. The details of the Companies are mentioned below:
|
PARAM MITRA RESOURCES PTE. LTD. |
|||||
|
Param Mitra Coal Resources Pte Limited (PMCR Pte Ltd.) |
Oceania Resources Pty Limited (OR Pty Ltd.) |
Param Mitra Power Pte Ltd. |
|||
|
The paid up share capital of the Company is USD 3,00,00,000 divided into 3,00,00,000 equity shares of USD 1/- each. PMR Pte Ltd (Subsidiary of STLL) is holding 60% of the share capital of PMCR Pte Ltd. |
The paid up share capital of the Company is 100,000 USD divided into 100,000 equity shares of USD 1/- each. PMR Pte Ltd (Subsidiary of STLL) is holding 65% of the share capital of OR Pty Ltd. |
The paid up share capital of the Company is 10,000 USD divided into 10,000 equity shares of USD 1/- each. PMR Pte Ltd (Subsidiary of STLL) is holding 70% of the share capital of PMP Pte Ltd. |
|||
|
Param Mitra Coal Resources Pte. Two Limited (PMCR Pte. Two Ltd.) |
Param Mitra Coal Resources Pte. One Limited (PMCR Pte. One Ltd.) |
Unity Holding Business Singapore Pte. Ltd (UHBS Pte. Ltd.) |
Dragon Power Investment Limited (DPIL) |
||
|
The paid up share capital of the company is USD 55.30.000 divided into 55.30.000 equity shar es of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of |
The paid up share capital of the company is USD 1.48.75.000 divided into 1.48.75.000 equity shares of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of |
The paid up share capital of the Company is USD 15.00. 000 divided into 15.00. 000 equity shares of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of |
The Paid up Share Capital of the Company is USD 1 divided into 1 Equity Share of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of PMR Pte Ltd) is holding |
||
|
PMR Pte Ltd) is holding 50% of the nominal share capital of PMCR Pte. Two Ltd. |
PMR Pte Ltd) is holding 100% of the nominal share capital of PMCR Pte. One Ltd. |
PMR Pte Ltd) is holding 100% of the share capital of UHS Pte. Ltd. |
100% of the share capital of DPIL. |
||
|
Pt Rencana Mulia Baratama (Pt. RMB) |
Pt. Param Mitra Coal Movers(Pt. PMCM) (Earlier Pt. Mesra Prima Coal (Pt. MPC) |
Pt. Param Mitra Coal Resources (Pt. PMCR) |
|||
|
The paid up share capital of the company is IDR 5,00,00,00,000 divided into 50,000 equity shares of IDR 1,00,000/- each. PMCR Pte. Two Ltd.(Subsidiary of PMCR Pte Ltd.) is holding 93.80 % of the share capital of Pt. RMB. |
The paid up share capital of the company is IDR 5000,00,00,000 divided into 400000 equity shares of 125,000 IDR each. PMCR Pte One Limited (Subsidiary of PMCR Pte Limited) is holding 99% of the share capital of Pt. PMCM. |
The paid up share capital of the company is IDR 893,20,00,000 divided into 1,000,000 equity shares of 8932 IDR each. UHBS Pte. Ltd. (Subsidiary of PMCR Pte Ltd) is holding 99% of the share capital of Pt. PMCR. |
|||
|
Pt. Krida Makmur Bersama (Pt. KMB) |
Pt. Brillian Alam Sejahtera(Pt. BAS) |
||||
|
The paid up share capital of the Company is IDR 10,00,00,00,000 divided into 10,000 equity shares of 10,00,000 IDR each. Pt. PMCM (Subsidiary of PMCR Pte. One Ltd.) is holding 99.99% of the share capital of Pt. KMB. |
The paid up share capital of the Company is IDR 1000.00. 00.000 divided into 10,000 equity shares of IDR 10.00. 000 each. Pt. PMCM (Subsidiary of PMCR Pte. One Ltd.) is holding 99.99% of the share capital of Pt. BAS |
||||
|
PT Global Bumi Lumbung Indonesia (Pt. GBLI) |
PT Jaya Jasamandiri (Pt. JJ) |
PT Indo Bara Pratama (Pt. IBP) |
|||
|
The paid up share capital of the company is IDR 1,34,60,00,00,000 divided into 1,34,600 equity shares of IDR 10,00,000/- each. DPIL (Subsidiary of PMCR Pte Ltd.) is holding 99.95 % of the share capital of Pt. GBLI. |
The paid up share capital of the company is IDR 1,31,41,00,00,000 divided into 131,410 equity shares of 10,00,000 IDR each. DPIL (Subsidiary of PMCR Pte Limited) is holding 99.99% of the share capital of Pt. JJ. |
The paid up share capital of the company is IDR 1,00,00,00,000 divided into 1,000 equity shares of 10,00,000 IDR each. DPIL (Subsidiary of PMCR Pte Ltd) is holding 99.99% of the share capital of Pt. IBP. |
|||
CORPORATE SOCIAL RESPONSIBILITY
The Company has planned to undertake the various projects in accordance with the Schedule VII of the Companies Act, 2013. The details of the proposed CSR activities to be undertaken by the company and the disclosures as per section 135 of the Companies Act read with Companies (Corporate Social Responsibility) Rules,2014 is disclosed separately as Annexure -A.
During the year 2022-23, the Board of Directors met in each quarter and the proceedings of the meeting are as per the provisions of the Companies Act, 2013 alongwith all other applicable provisions. The details of the meeting of the Board of Directors have been set out separately in Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under section 149(7) of Companies Act 2013 that he/she meets the criteria of independence laid down in section 149(6) of Companies act 2013 and as per the prescribed regulation of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015.
Your Directors recommend no amount of dividend for the financial year 2022-23. DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL ⢠Re-appointment of Director :
o Pursuant to the provisions of the Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Saurabh Sindhu (DIN: 02291158), Director of the Company retire by rotation and being eligible, have offered themselves for re-appointment. Your director recommends his re-appointment.
o Pursuant to the provisions of the Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mrs. Usha Sindhu (DIN: 00033930), Director of the Company retire by rotation and being eligible, have offered themselves for re-appointment. Your director recommends her re-appointment.
o Mr. Saurabh Sindhu (DIN 02291158) was appointed as additional Director on 30 th November, 2022 and was regularised on 03rd March, 2023 (EGM).
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.
Auditors'' Report on the financial statements for the year ended on March 31, 2023 together with notes thereon is attached separately in this annual report. A perusal of the statement reflects that it certifies true and fair view of state of affairs of the Company. Further, the report also contains the prescribed annexure (known as
CARO). In the said annexure, Auditors are required to give their observations on prescribed items. In the said Annexure, Auditors while quoting the observations in respect of all the items, have not made any qualification in respect any item.
The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
M/s NGC & Associates, Chartered Accountants (Firm Registration No. 033401N / N500351) holding office until the conclusion of the 35th Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Anamika Bhola & Associates, Company Secretaries.
The Secretarial audit report does not contain any qualification, reservation and adverse remarks and the report is attached as "Annexure B".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption & foreign exchange earnings and outgo are as follows:
Your Company carries out its operations in an environmental friendly manner and is on the look-out for different ways & means to reduce the consumption of energy in its operations. Fuel & electricity consumption in different stages were monitored regularly and suitable corrective actions were taken wherever possible.
The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s operations do not require significant import of technology.
(C) Foreign exchange earnings and Outgo:
During the financial year the Foreign Exchange outflow is Rs. 0/- and the inflow of Foreign exchange is Rs. 0/-.
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure C to the Directors'' Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
⢠in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
⢠the 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 as at March 31, 2023 and of the profit and loss of the company for that period.
⢠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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
⢠the directors had prepared the annual accounts on a going concern basis;
⢠the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
⢠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.
RISK MANAGEMENT COMMITTEE: OVERVIEW
In terms of SEBI (LODR) Regulation, 2015, the Company has constituted a Risk Management Committee on 13 November, 2014 for framing, implementing and monitoring the risk management policy of the Company.
The Committee has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organizing the meeting of the Committee. Further, Risk Management Plans and Policies of the Company stimulates the development, review, and revision of the organization''s practices and protocols in light of identified risks and chosen loss prevention and reduction strategies. Principles
of the Plan provide the foundation for developing key policies and procedures for day-to-day risk management activities.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the section 177(9) of the Act read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Company has formulated a Vigil Mechanism / Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s fundamental code of conduct. The details of the same are made available on the Company''s website www.sindhutrade.com.
The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, which has been set out in the Corporate Governance Report.
COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT ANDREMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3)OF SECTION178
A brief report on the criteria of selection of Executive and Non-executive Directors / Chairman, CEO, Senior Management employees their Remuneration policy including criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 has been set out separately in Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Companies Act, 2013 is annexed to this report as "Annexure D".
All related party transactions entered during the year were on arm''s length basis and in the ordinary course of business. Prior omnibus approval was taken at the audit committee for the transactions which are foreseen and/ or repetitive in nature. The policy on the related party transactions duly approved by the Board is uploaded on company''s website and can be accessed at www.sindhutrade.com.
During the year under review, all the transactions with the related party Particulars of the contracts or arrangements with related parties referred to in sub-section (1) of section 188 read with Rules as applicable is annexed herewith as "Annexure E".
EXTRACT OF ANNUAL RETURN
The extract of Annual Return (MGT - 9) has been uploaded at the website of the Company i.e. www.sindhutrade.com
FAMILARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programmes provided to the Independent Directors of the Company is available on the Company''s website www.sindhutrade.com.
INTERNAL CONTROL SYSTEMS AND THIR ADEQUACY
The Company has an Internal Control System which ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Internal Audit is being done by the independent Chartered Accountants who monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. All these measures facilitate timely detection of any irregularities and early remedial steps.
No significant audit observations and recommendations have been received from the Internal Auditors of the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has formulated and adopted a Sexual harassment policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder to redress and prevent all the complaints of sexual harassment at workplace. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All female employees (permanent, contractual, temporary, trainees) as well as any woman visiting the Company''s office premises or women service providers are covered under this policy.
During the year 2022-23 no complaints were received by the Company related to sexual harassment.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate the trading in securities by the Directors and designated employees of the Company. The purpose of the Code is to prevent the misuse of any price sensitive information through dealing in the shares of the company by directors, officers and employees of the company. Further the company has adopted the trading window closure policy, to prevent the directors, officers and employees of the company from trading in the securities when there is unpublished price sensitive information.
All Board Directors and the designated employees have confirmed compliance with the Code
The company firmly believes in the principles of the good Corporate Governance A detailed report on corporate governance in accordance with the Listing Agreement separately forms part of this annual report.
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
The Management Discussion and Analysis Statement as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is disclosed separately in this annual report.
The Equity Shares of the Company is listed on Bombay Stock Exchange and National Stock Exchange (Listed on 20th June, 2023). These shares were traded during the year under review at the Exchange. The Status of Listing of shares at these Stock Exchanges is given in the Corporate Governance Report.
At STLL, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business.
In terms of the Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is available on the website of the Company www.sindhutrade.com. Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Company
Your Directors place on record their deep appreciation to the shareholders, business associates, and financial institutions at all levels for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the Company to remain at the leading- edge of the Industry. Your Directors would also like to acknowledge the constructive suggestions from the statutory auditors for ensuring the accurate and authentic compliances for the Company.
Mar 31, 2018
To
The Members,
Sindhu Trade Links Limited
The directors have immense pleasure in presenting their 26th Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2018.
The financial results for the year under reviews are as follows:
(Amount in Lakhs)
|
Stanc |
alone |
|
|
Particulars |
For the Year ended March 31, 2018 |
For the Year ended March 31,2017 |
|
Total Income |
97453.08 |
88877.78 |
|
Total Expenditure |
87775.46 |
78448.74 |
|
Profit/Loss before Tax |
9677.62 |
10429.04 |
|
Less: Current Tax |
2923.15 |
2692.09 |
|
Deferred Tax |
-64.18 |
-330.28 |
|
Adjustment for previous year |
- |
- |
|
Income Tax For Earlier years |
639.63 |
62.53 |
|
Extra-Ordinary Item |
- |
- |
|
Profit/Loss after Tax |
6179.02 |
8004.70 |
|
Less: Adj on consolidation |
- |
- |
|
Add: Balance in the P&L Acct. |
26114.24 |
19251.62 |
|
Sub-Total |
32293.26 |
27256.32 |
|
Less: Transfer to Debenture Redemption Reserve Add: Prov. Adjustment for Earlier |
(331.68) |
(1142.09) |
|
years Proposed Dividend on |
- |
- |
|
Equity/Preference Shares Tax on Dividends |
_ |
- |
|
Share of profits in associates |
- |
- |
|
Adjustment on consolidation |
- |
- |
|
P&L Transfer to Resultant |
- |
â |
|
company |
||
|
Closing Balance |
31961.58 |
26114.23 |
CHANGE IN ACCOUNTING POLICY/ PRINCIPLES
The Company has prepared its financial statement for the financial year ended 31st March, 2017 in accordance with the requirements of previous Generally Accepted Accounting Principles ("IGAAP" or "GAAP"), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006.
The Company is required to prepare its financial statement in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, (the ''Act''). The Company having Net worth of more than 400 crores is required to prepare its financial statements in accordance with Ind AS. Hence, during the year under review, the Company has first time prepared its financial statements in accordance with Ind AS 101. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided to the Annual Financial Statement of the Company for the financial year ended 31st March, 2018.
COMPANIES'' OPERATIONS
On standalone basis, the company has achieved the Total Revenue of Rs. 97453.08 Lakhs as against the Rs. 88877.78 Lakhs during the previous year. PBT was at Rs. 9677.62 Lakhs in current year as compared to Rs. 10429.04 Lakhs in previous year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under report, there is no change in the business of the Company and is continue to extracts its major revenue from the logistics, trading of oil and lubricants and investment and finance operations.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to reserves.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
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 the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
STATUS OF SUBSIDIARY COMPANIES, TOINT VENTURES AND ASSOCIATE
The subsidiaries in which the shareholding of the Company is presently more than half of the nominal capital of the Company as per section 2(87) of the Companies Act, 2013 are:
- Hari Bhoomi Communications Private Limited is a Private Limited Company incorporated on 08.05.2007 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The Company took over a running business of printing and publishing of newspaper named as "M/ s Hari Bhoomi'' from M/s Sindhu Holdings Limited. Presently, the company is engaged in Publication of daily newspaper of Hindi in the State of Chhattisgarh, Madhya Pradesh, Delhi and Haryana, Bhopal under the name "Hari Bhoomi".
Specialised Areas:
This newspaper contains news of current events, informative articles, diverse features and advertising. It has contributed immensely in the field of media through its eye-opening articles and independent views. "Hari Bhoomi" was started initially as a Weekly in 1996 but later on in 1998 it became a Daily .It was the first Daily to be published from Rohtak (Haryana). "Hari Bhoomi" launched its first edition in Chhattisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi started its Jabalpur Edition in 2008. Very recently, Hari Bhoomi started its edition from Raigarh (Chhattisgarh) and Bhopal.
Hari Bhoomi is a member of Indian Newspaper Society, Audit Bureau of Circulations (Two esteemed organizations of
Newspapers/Magazines/Advertising Agencies/Advertisers) and also member of MRUC (Media Research Users Council), an organization conducting Indian Readership Survey.
% of Holding by the Company:
The present authorised share capital of the company is Rs. 3,10,00,000/divided into 31,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 3,03,57,000/- divided into 30,35,700 equity
shares of Rs. 10/- each. STLL is holding 84.68% of the nominal capital of HBCPL.
- Indus Automotive Private Limited: A Private Limited Company incorporated on July 05, 2010 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company acts from manufacturers to retailers, stores and warehouses, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto.
Specialised Areas:
The Company is engaged in the business of trading of genuine automobiles spare parts, heavy earthmoving equipment parts, lubricants, tyres, tubes and flaps. The Company holds authorised dealership of Asia Motor Works Ltd (AMW Ltd) for commercial vehicles, for Tyres tube and flaps of Birla Tyre, Ceat Ltd., MRF Limited, J.K Tyre & Industries Ltd., Apollo Tyres Ltd., for dealership for Lubricant of Valvoline Cummins Pvt. Ltd., Total Oil India Pvt Ltd., dealership for genuine automobiles spare parts of Ashoka Leyland, Tata Motors, Mahindra, Mico, TVS, Bosch, Telco, and Turbo and dealership for spare parts of heavy earthmoving parts with machinery parts of Liebherr India Ltd, Tata Hitachi, Hindustan Motors. The Company also has LMV workshop located at Dipka, korba, C.G. for repairs & maintenance of Light motor vehicles.
Present Financial Structure and % of holding of STLL:
The present authorised share capital of the company is Rs. 55,00,000/divided into 5,50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 52,50,000/- divided into 5,25,000 equity shares of Rs. 10/- each. STLL is holding 98.10% of the nominal share capital of In APL.
- Sudha Bio Power Private Limited, A Private Limited Company incorporated on 21st July, 2011 by Registrar of Companies, Hyderabad. The Company is engaged in the business of generating, harnessing, developing, accumulating, distributing and supplying of electricity by setting up Bio mass power plants by use of liquid, gaseous or solid fuels for the purpose of light, heat motive power and for all other purposes for which electric energy can be employed. However due to all operational and management activities were carried out from New Delhi and keeping in view the administrative convenience, cost effectiveness, growth potential and opportunities existing, the Company shifted its registered office from Andhra Pradesh to New Delhi on 25.02.2016.
Specialised Areas:
It is presently engaged into the business of generating, distributing and supplying of electricity through its Bio Mass Power Plant by use of liquid, gaseous or solid fuels and to generate Power supply either by hydro, solar, thermal gas, diesel, oil or through Renewable Energy Sources such as solar, photo voltaic, and wind mill and or any other means and to Transmit, distribute, supply and sell such power either directly or through Transmission lines and facilities of central/State Governments or private Companies or Electricity Boards to industries and to Central/ State Governments to be proved other consumers or electricity including for captive consumption for any other industrial projects promoted by this company or promoter Companies, and generally to develop, generate accumulate power at any other place or places and to transmit, distribute sell and such supply such power and to acquire coal mines in India and/or abroad and to acquire concessions or licenses granted by or to enter into contracts with the Government of India or any other government authority for the construction, operation and maintenance of any electric installation for the production, transmission or use electric power of lighting, heating, signalling and other allied activities thereto.
Present Financial Structure and % of holding of STLL
During the year under review, the present authorized share capital of the company is Rs. 360,000,000/- divided into 36,000,000 equity shares of Rs. 10/each. The present paid- up share capital of the company is Rs. 90,100,000/divided into 9,010,000 equity shares of Rs. 10/- each. STLL is holding 100% of the nominal share capital of In SBPPL.
- Param Mitra ("PMCR" or "Company" or "Param Mitra"), is a leading Coal and Power player in Indonesia, promoted by the Sindhu Family, a leading coal-mining, coal logistics, coal beneficiation, power generation and power distribution in India with over 30 years of experience in the coal and energy sector under the flagship of Sainik-Aryan Group (SAG).
Specialised Area:
PMR has proven expertise in conducting exploration, mining & logistics operations in India and abroad and the same allows the company to understand and manage the operations of mines in the most cost effective manner. The company has its presence over many counties. Some of them are described below:
India: The Group mines over 90mn tons of coal annually. The Group has been recently awarded the largest private sector coal mining contract for 25 yearsâ worth $ 4.5 Billion by National Thermal Power Company Ltd.
Australia: Param Mitra has recently entered into a mine management agreement with an operating mine in Western Australia for producing 3 mn tons per annum.
Indonesia: Param Mitra is presently operating two mines and has recently acquired two large mining companies giving it access to over 1.5 bn tonnes of reserves in East Kalimantan.
Marketing Strategy : Param Mitra has a multi-dimensional marketing and end use strategy for coal which will be produced by several mines in Indonesia. Param Mitra
is currently supplying and exploring more opportunities of supply in South and East Asia. Strategically looking at a combination of
- Long term relationships with commodity players and off-take agreements
- Domestic Market strategy
- Power sector in Indonesia
Present Financial Structure and % of holding of STLL
During the year under review, the present paid up share capital of the company is 6,30,03,475 Equity Shares of USD $ 1 each. STLL is holding 95.68% of the nominal share capital In PMR Pte. Ltd.
The below mentioned list of Companies are subsidiaries of Hari Bhoomi, SIPSPL & PMR Pte. Ltd. which itself are subsidiaries of STLL:
Subsidiary of Hari Bhoomi:
- Legend Travels Private Limited, A Private Limited Company incorporated on 21st October, 1997 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company was incorporated with a view to carry on the business of Media & Entertainment including running of T.V. Channel, IPTV, Radio Channel & Publishing of News Paper.
Specialised Areas:
Currently it is engaged in the Broadcasting of News through its Channel "JANTA TV". The strength of the company is well qualified and committed team equipped with latest technology to carry out the news telecast in a timely manner with innovative approach.
Present Financial Structure and % of holding of Hari Bhoomi:
During the year under review, the present authorized share capital of the company is Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 9,67,97,790/- divided into 96,79,779 equity shares of Rs. 10/- each. Hari Bhoomi is holding 100% of the nominal share capital in LTPL
SUBSIDIARIES OF PARAM MITRA RESOURCES PTE. LTD. (OVERSEAS SUBSIDIARIES)
The overseas subsidiaries are presently engaged in coal mining and allied activities thereto. The details of the Companies are mentioned below:
CORPORATE SOCIAL RESPONSIBILITY
The Company has planned to undertake the various projects in accordance with the Schedule VII of the Companies Act, 2013. The details of the proposed CSR activities to be undertaken by the company and the disclosures as per section 135 of the Companies Act read with Companies ( Corporate Social Responsibility ) Rules,2014 is disclosed separately as Annexure -A.
NUMBER OF MEETINGS OF BOARD
During the year 2017-18, the Board of Directors met in each quarter and the proceedings of the meeting are as per the provisions of the Companies Act, 2013 along with all other applicable provisions. The details of the meeting of the Board of Directors have been set out separately in Corporate Governance Report
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under section 149(7) of Companies Act 2013 that he/she meets the criteria of independence laid down in section 149(6) of Companies act 2013 and as per the prescribed regulation of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015.
DIVIDEND
Your Directors recommend no amount of dividend for the financial year 2017-18. DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL
- Re-appointment of Director :
o Pursuant to the provisions of the Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Sh. Vir Sen Sindhu (DIN: 00034773), Director and Sh. Satya Pal Sindhu ( DIN: 00218355) Director of the Company retire by rotation and being eligible, have offered themselves for re-appointment. Your director recommends his re-appointment.
PUBLIC DEPOSITS
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.
AUDITOR''S REPORT
Auditors'' Report on the financial statements for the year ended on March 31, 2018 together with notes thereon is attached separately in this annual report. A perusal of the statement reflects that it certifies true and fair view of state of affairs of the Company. Further, the report also contains the prescribed annexure (known as CARO). In the said annexure, Auditors are required to give their observations on prescribed items. In the said Annexure, Auditors while quoting the observations in respect of all the items, have not made any qualification in respect any item.
The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
AUDITOR Statutory Auditor :
M/s Divyank Khullar & Associates, Chartered Accountants (FRN No. 025755N) has been appointed as the Statutory Auditor of the Company from the Conclusion of this Annual General Meeting to hold office till the thirtieth Annual General Meeting of the Company.
Secretarial Auditor :
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by SVR & Co., Practicing Company Secretary.
The Secretarial audit report does not contain any qualification, reservation and adverse remarks and the report is attached as "Annexure B".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption & foreign exchange earnings and outgo are as follows:
(A)Conservation of energy:
(B) Technology Absorption:
(C) Foreign exchange earnings and Outgo:
During the financial year there were no Foreign Exchange earned in terms of actual inflows and actual outflows
PARTICULARS OF EMPLOYEE
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure C to the Directors'' Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
- in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
- the 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 as at March 31, 2018 and of the profit and loss of the company for that period.
- 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
- the directors had prepared the annual accounts on a going concern basis;
- the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
- 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
RISK MANAGEMENT COMMITTEE: OVERVIEW
In terms of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee on 13 November, 2014 for framing, implementing and monitoring the risk management policy of the Company.
The Committee has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organizing the meeting of the Committee. Further, Risk Management Plans and Policies of the Company stimulates the development, review, and revision of the organization''s practices and protocols in light of identified risks and chosen loss prevention and reduction strategies. Principles of the Plan provide the foundation for developing key policies and procedures for day-to-day risk management activities.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the section 177(9) of the Act read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Company has formulated a Vigil Mechanism / Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s fundamental code of conduct. The details of the same are made available on the Company''s website www.sindhutrade.com.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, which has been set out in the Corporate Governance Report
COMPANYS'' POLICY 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 SECTION178
A brief report on the criteria of selection of Executive and Non-executive Directors/Chairman, CEO, Senior Management employees their Remuneration policy including criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 has been set out separately in Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Companies Act, 2013 is annexed to this report as "Annexure D".
RELATED PARTY TRANSACTION
All related party transactions entered during the year were on arm''s length basis and in the ordinary course of business. Prior omnibus approval was taken at the audit committee for the transactions which are foreseen and/or repetitive in nature. The policy on the related party transactions duly approved by the Board is uploaded on company''s website and can be accessed at www.sindhutrade.com.
During the year under review, all the transactions with the related party Particulars of the contracts or arrangements with related parties referred to in sub-section (1) of section 188 read with Rules as applicable is annexed herewith as "Annexure E".
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is enclosed herewith as Annexure-F.
FAMILARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programmes provided to the Independent Directors of the Company is available on the Company''s website www.sindhutrade.com.
INTERNAL CONTROL SYSTEMS AND THIR ADEQUACY
The Company has an Internal Control System which ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Internal Audit is being done by the independent Chartered Accountants who monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. All these measures facilitate timely detection of any irregularities and early remedial steps.
No significant audit observations and recommendations have been received from the Internal Auditors of the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has formulated and adopted a Sexual harassment policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder to redress and prevent all the complaints of sexual harassment at workplace. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All female employees (permanent, contractual, temporary, trainees) as well as any woman visiting the Company''s office premises or women service providers are covered under this policy.
During the year 2017-18, no complaints were received by the Company related to sexual harassment.
INSIDER TRADING REGULATIONS
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate the trading in securities by the Directors and designated employees of the Company. The purpose of the Code is to prevent the misuse of any price sensitive information through dealing in the shares of the company by directors, officers and employees of the company. Further the company has adopted the trading window closure policy, to prevent the directors, officers and employees of the company from trading in the securities when there is unpublished price sensitive information.
All Board Directors and the designated employees have confirmed compliance with the Code
CORPORATE GOVERNANCE REPORT
The company firmly believes in the principles of the good Corporate Governance A detailed report on corporate governance in accordance with the Listing Agreement separately forms part of this annual report.
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
The
Management Discussion and Analysis Statement as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is disclosed separately in this annual report.
LISTING OF SHARES
The Equity Shares of the Company is listed on Bombay Stock Exchange. These shares were traded during the year under review at the Exchange. The Status of Listing of shares at these Stock Exchanges is given in the Corporate Governance Report.
ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to the shareholders, business associates, and financial institutions at all levels for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the Company to remain at the leading- edge of the Industry. Your Directors would also like to acknowledge the constructive suggestions from the statutory auditors for ensuring the accurate and authentic compliances for the Company.
By Order of the Board of Directors
For Sindhu Trade Links Limited
Place: New Delhi (Vir Sen Sindhu) (Rudra Sen Sindhu)
Dated: 14.08.2018 Managing Director Director
Din no.-00034773 Din No.-00006999
Mar 31, 2014
Dear Members,
The directors have immense pleasure in presenting their 22nd Annual
Report together with the Audited Statement of Accounts for the
financial year ended on 31st March 2014.
1. FINANCIAL RESULTS
The financial results for the year under reviews are as follows:
(Amount in lacs)
Particulars For the year For the year
ended 2014 ended 2013
Net profit/(Loss) before interest, tax
& Depreciation (EBIDTA) 5920.58 5444.35
Less: Interest & financial charges 2294.63 1307.48
Net Profit & (Loss) before Tax &
Depreciation (PBDT) 3625.95 4136.87
Less: Depreciation 521.69 650.20
Net profit/(loss) after Depreciation
before Tax (PBT) 3104.26 3486.65
Less: Provision for Income Tax-Current 1093.43 1161.91
Provision for Income Tax - Deferred (49.05) (20.28)
Provision for fringe benefit tax - -
Provisions for earlier years - -
Tax Paid for earlier years - -
Other Adjustments - -
Total Profit/(Loss) transferred to
balance sheet 2059.88 2345.04
2. OPERATION
During the year under report, the Company extracts its major revenue
from the logistics, trading of oil and lubricants and investment and
finance operations.
3. KEY SUBSIDIARIES:
The subsidiaries in which the shareholding of the Company is presently
more than half of the share capital of the Company as per section 2(87)
of the Companies Act, 2013 are:
=> HARI BHOOMI COMMUNICATIONS PRIVATE LIMITED (HBCPL)
Introduction:
Hari Bhoomi Communications Private Limited is a Private Limited Company
incorporated on 08.05.2007 by Registrar of Companies, National Capital
Territory of Delhi and Haryana. The company took over a running
business of printing and publishing of newspaper named as "Hari Bhoomi"
from M/s Sindhu Holdings Limited. Presently, the company is engaged in
Publication of daily newspaper of Hindi in the State of Chhatisgarh,
Madhya Pradesh, Delhi and Haryana, Bhopal under the name "Hari Bhoomi".
Specialised Areas:
This newspaper contains news of current events, informative articles,
diverse features and advertising. It has contributed immensely in the
field of media through its eye-opening articles and independent views.
"Hari Bhoomi" was started initially as a Weekly in 1996 but later on in
1998 it became a Daily. It was the first Daily to be published from
Rohtak(Haryana). "Hari Bhoomi" launched its first edition in
Chhatisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi
started its Jabalpur Edition in 2008. Very recently, Hari Bhoomi
started its edition from Raigarh (Chhattisgarh) and Bhopal.
Hari Bhoomi is a member of Indian Newspaper Society, Audit Bureau of
Circulations (Two esteemed organisations of
Newspapers/Magazines/Advertising Agencies/Advertisers) and also member
of MRUC (Media Research Users Council), an organisation conducting
Indian Readership Survey.
% of Holding by the Company:
The present authorised share capital of the company is Rs.
2,50,00,000/- divided into 25,00,000 equity shares of Rs. 10/- each.
The present paid-up share capital of the company is Rs. 2,24,00,000/-
divided into 22,40,000 equity shares of Rs. 10/- each. STLL is holding
79.24% of the paid up capital of HBCPL.
=> INDUS AUTOMOBILES PRIVATE LIMITED (IAPL)
A Private Limited Company incorporated on 31st March, 2011 by Registrar
of Companies, National Capital Territory of Delhi and Haryana. The
company acts from manufacturers to retailers, stores and warehouses,
importers, exporters, repairers, hirers in all types of automotive
vehicles usable on land, sea or air and to do all the allied activities
relating thereto.
Present Financial Structure and % of holding of STLL
The present authorised share capital of the company is Rs. 5,00,000/-
divided into 50,000 equity shares of Rs. 10/- each. The present paid-up
share capital of the company is Rs. 2,50,000/- divided into 25,000
equity shares of Rs. 10/- each. STLL is holding 60% of the paid up
share capital of IAPL.
=> INDUS AUTOMOTIVES PRIVATE LIMITED(In APL)
A Private Limited Company incorporated on July 05, 2013 by Registrar of
Companies, National Capital Territory of Delhi and Haryana. The company
acts from manufacturers to retailers, stores and warehouses, importers,
exporters, repairers, hirers in all types of automotive vehicles usable
on land, sea or air and to do all the allied activities relating
thereto.
Present Financial Structure and % of holding of STLL
The present authorised share capital of the company is Rs. 5,00,000/-
divided into 50,000 equity shares of Rs. 10/- each. The present paid-up
share capital of the company is Rs. 2,50,000/- divided into 25,000
equity shares of Rs. 10/- each. STLL is holding 60% of the paid up
share capital of In APL.
=> SHYAM INDUS POWER SOLUTIONS PRIVATE LIMITED( SIPSPL)
Introduction:
A Private Limited Company incorporated on 24th June, 2004 by Registrar
of Companies, National Capital Territory of Delhi and Haryana. It is an
ISO 9001 certified project engineering, procurement, and Construction
Company established in June 2004 with Registered Office/Head office in
New Delhi. It has seen multifold growth since its inception. SIPSPL is
a well renowned company in the Power Sector. It is known in the
industry for commitment, quality & unmatched services. The strength of
the company is well qualified and committed team equipped with latest
technology to carry out the turnkey power project in a timely manner
with innovative approach.
Specialised Areas:
It is presently engaged in the execution of turnkey projects of power
distribution. The turnkey projects consist of getting preliminary
design approved, procurement of accessories such as conductors,
transformers, insulators, hardware accessories etc., construction,
execution of civil work, laying of cables, installation of transformers
resulting in customized infrastructure set-up as per the requirement of
the utility. Beside the aforesaid projects, it provides services like
meter Installation, Complete operation & maintenance of zone, System
augmentation, Survey and Energy Audit, Meter Reading & Bills
Distribution, GIS Mapping, Street Lighting & maintenance etc.
Area of Business:
The Company has its business operations in Delhi, Haryana, Punjab,
Himachal Pradesh, Madhya Pradesh, Chhattisgarh, Uttar Pradesh, Kerala,
Karnataka , Odisha. It is also exploring possibilities of business and
ventures in other states of the country.
% of Holding by the Company:
The present authorized share capital of the Company is Rs.
30,00,00,000/- divided into 3,00,00,000 equity shares of Rs. 10/- each.
The present paid-up share capital of the company is Rs. 27,16,85,000/-
divided into 2,71,68,500 equity shares of Rs. 10/- each. ("STLL") is
holding 56.84% of the paid up capital of SIPSPL.
The below mentioned list of Companies are subsidiaries of SIPSPL which
itself is a subsidiary of STLL:
Name of Subsidiaries of Shyam Date of Incorporation
Indus Power Solutions Private
Limited which itself is a
subsidiary of STLL
Subsidiary of SIPSPL since incorporation
-> Shyam Indus Solar Power May 14, 2010 by Registrar of
Private Limite (SISPPL) Companies, National Capital Territory
of Delhi And Haryana.
-> Shyam Indus Hydel Power August 26, 2010 by Registrar of
Private Limited (SIHPPL) Companies, National Capital Territory
of Delhi and Haryana.
-> Shyam Indus Energy Private August 24, 2010 by Registrar of
Limited (SIEPL) Companies, National Capital Territory
of Delhi and Haryana.
-> Vaishnawi Energy April 01, 2011 by Registrar of
Distribution Private Limited Companies, National Capital Territory
(VEDPL) of Delhi and Haryana.
-> SIPS Power Distribution February 10, 2012 by Registrar of
Private Limited (SIPS PDPL) Companies, National Capital Territory
of Delhi and Haryana.
-> SIPS Utilities Private February 03, 2012 by Registrar of
Limited (SIPS UPL) Companies, National Capital Territory
of Delhi and Haryana.
-> River Side Utilities Private November 09, 2012 by Registrar of
Limited (RSUPL) Companies, National Capital Territory
of Delhi and Haryana.
-> Seaside Utilities private December 11, 2012 by Registrar of
Limited (SUPL) Companies, National Capital Territory
of Delhi and Haryana.
Subsidiary of SIPSPL on 15.09.2010
-> Flair Electric Projects January 09, 2006 by Registrar of
Private Limited (FEPPL) Companies, National Capital Territory
of Delhi and Haryana.
Name of Subsidiaries of Shyam Main Objects of the Company
Indus Power Solutions Private
Limited which itself is a
subsidiary of STLL
Subsidiary of SIPSPL since incorporation
-> Shyam Indus Solar Power To carry out, and run solar power
Private Limite (SISPPL) generating plants, all necessary
substances etc. for generating,
conservation, distribution and supply
of electricity for commercial,
industrial and consumable purpose.
-> Shyam Indus Hydel Power To deal in the purchasing, selling,
Private Limited (SIHPPL) importing, exporting, producing,
trading, manufacturing, or otherwise
dealing in all aspects of planning,
consultancy, investigation, research,
design and preparation of preliminary,
feasibility and definite project
reports, construction, generation,
operation and maintenance of
Hydroelectric power stations and
projects and other allied activities.
-> Shyam Indus Energy Private To carry on in India or elsewhere
Limited (SIEPL) the business to generate, receive,
produce, improve, buy, sell, resell,
acquire,use, transmit, accumulate,
employ, distribute, develop, handle,
protect, supply and to act as agent,
broker,representative, consultant,
collaborator, or otherwise to deal
in hydraulic power plants, thermal
power plants,atomic power plants,
wind power plants, solar power
plants and other power plants based
on any source of energy as may be
developed or invented in future.
-> Vaishnawi Energy The company deals in all kinds of
Distribution Private Limited sources of energy and buy, sell,
(VEDPL) supply, function as a licensee and
deal in electrical power and energy
to the State Electricity Boards,
State Government, appropriate
authorities etc. in the state of
Himachal Pradesh and Punjab upto
33 KV.
-> SIPS Power Distribution To carry on the business purchase,
Private Limited (SIPS PDPL) use, sale, supply, distribute Power
by any means of hydro, solar, wind
power, Thermal, Atomic at power
station, and other allied
industries.
-> SIPS Utilities Private To carry on the business of
Limited (SIPS UPL) generation, develop, purchase, use,
sale, supply, distribute Power by any
means of hydro, solar, wind power,
Thermal, Atomic at power station,
to erect, commissioning of
transmission lines and to undertake
turnkey projects for power generation
and other power projects.
-> River Side Utilities Private To distribute and supply of energy
Limited (RSUPL) whether conventional or
non-conventional and to construct,
fix facilities necessary for
distribution and supply for
electricity for every purpose in
the state of Orissa.
-> Seaside Utilities private To distribute and supply of energy
Limited (SUPL) whether conventional or
non-conventional and to construct,
fix facilities necessary for
distribution and supply for
electricity for every purpose in
the state of Orissa.
Subsidiary of SIPSPL on 15.09.2010
-> Flair Electric Projects To undertake distribution of power
Private Limited (FEPPL) purchased from power plants, acquire,
manufacture and deal in all
equipments etc. for distribution of
power and provide all manpower
solutions for the same activities.
Name of Subsidiaries of Shyam Present Financial Structure and % of
Indus Power Solutions Private holding in the Company by "SIPSPL"
Limited which itself is a
subsidiary of STLL
Subsidiary of SIPSPL since incorporation
-> Shyam Indus Solar Power The paid up share capital of the
Private Limite (SISPPL) company is Rs. 91,00,000/- divided
into 910.000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary of
STLL) is holding 99.50% of the share
capital of SISPPL.
-> Shyam Indus Hydel Power The paid up share capital of the
Private Limited (SIHPPL) company is Rs. 1,00,000/- divided
into 10.000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary of
STLL) is holding 100.00% of the share
capital of SIHPPL. The Company is a
wholly-owned subsidiary of SIPSPL.
-> Shyam Indus Energy Private The paid up share capital of the
Limited (SIEPL) company is Rs. 1,00,000/- divided
into 10.000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary of
STLL) is holding 100.00% of the share
capital of SIEPL. The Company is a
wholly-owned subsidiary of SIPSPL.
-> Vaishnawi Energy The paid up share capital of the
Distribution Private Limited company is Rs. 1,00,000/- divided
(VEDPL) into 10.000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary of
STLL) is holding 60.00% of the share
capital of VEDPL.
-> SIPS Power Distribution The paid up share capital of the
Private Limited (SIPS PDPL) company is Rs. 1,00,000/- divided
into 10.000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary of
STLL) is holding 99.00% of the share
capital of SIPS PDPL.
-> SIPS Utilities Private The paid up share capital of the
Limited (SIPS UPL) company is Rs. 1,00,000/- divided
into 10.000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary of
STLL) is holding 99.00% of the share
capital of SIPS UPL.
-> River Side Utilities Private The paid up share capital of the
Limited (RSUPL) company is Rs. 1,51,00,000/- divided
into 1510000 equity shares of
Rs. 10/- each.
SIPS UPL (Subsidiary of SIPSPL) is
holding 76.00% of the share capital
of RSUPL.
-> Seaside Utilities private The paid up share capital of the
Limited (SUPL) company is Rs. 51,00,000/- divided
into 5,10,000 equity shares of
Rs. 10/- each. SIPS UPL (Subsidiary
of SIPSPL) is holding 76.00% of the
share capital of SUPL.
Subsidiary of SIPSPL on 15.09.2010
-> Flair Electric Projects The paid up share capital of the
Private Limited (FEPPL) company is Rs. 10,00,000/- divided
into 1,00,000 equity shares of
Rs. 10/- each. SIPSPL (Subsidiary
of STLL) is holding 55.00% of the
share capital of FEPPL.
4. COMPLIANCE FOR SUBSIDIARIES:
Vide General Circular No.: 2/2011 dated 8th February, 2011, the
Ministry of Corporate Affairs, GOI has granted a general exemption to
companies from attaching the Balance Sheet, Profit and Loss Account and
other documents referred to in Section 212 (1) of the Act in respect of
its subsidiary companies, subject to fulfillment of the conditions
mentioned therein. Accordingly, the said documents are not being
attached with the Balance Sheet of the Company. A gist of the financial
performance of the subsidiary companies is contained in the report. The
Annual Accounts of the subsidiary companies are open for inspection by
any Member/Investor and the Company will make available these
documents/details upon request by any Member of the Company or to any
investor of its subsidiary companies who may be interested in obtaining
the same.
Further, the Annual Accounts of the subsidiary companies will be kept
open for inspection by any investor at the Company''s Head Office. The
Company has done required compliances as applicable on Listed
Companies.
5. DIVIDEND
Your Directors recommend no amount of dividend for the financial year
2013-14.
6. DIRECTORS
Sh. Vir Sen Sindhu, was appointed as a Whole Time Director at the
meeting of the Board of Directors held on 25th October, 2013. The
resolution was placed for shareholders approval.
Sh. Rudra Sen Sindhu, Director of the Company retire by rotation and
being eligible, has offered himself for re-appointment. Your director
recommends their re-appointment.
7. PUBLIC DEPOSITS
The Company has not invited or accepted any public deposits within the
meaning of Section 58A & 58AA of the Companies Act, 1956 during the
year under review.
8. AUDITOR''S REPORT
The Report of Auditors'' on Annual Account of the company for the year
ended on 31st March, 2014 is self explanatory. Hence, no explanation is
required to be given.
9. AUDITOR
M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi (bearing ICAI
Registration No.009933N) retiring Statutory Auditors of the Company are
proposed to be re-appointed as Statutory Auditors of the Company from
the conclusion of the ensuing Annual General Meeting (AGM) till the
conclusion of the 25th AGM of the Company to be held for the financial
year ended on 31st March, 2017, subject to ratification of their
appointment by the members at every AGM held after the ensuing AGM. The
Company has complied with the provisions of Section 139 of the
Companies Act, 2013 and the rules made thereunder, as may be
applicable, with regard to the appointment of the auditor. Your
directors recommend their re-appointment as statutory auditors of the
Company.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provision of section 217(1) (e) of the Companies Act, 1956 is not
applicable to our Company. Hence, Statement detailing the particulars
required under the said section read with the Companies (Disclosures of
particulars in the report of Board of Directors) Rules, 1988 are not
being furnished. There was no foreign exchange earnings and outgo in
the company during the financial year.
11. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956
None of the employees of the Company has drawn salary in excess of the
limits prescribed in the section 217(2A) of the Companies act, 1956
read with Companies (Particulars of employees) Rules, 1975 and hence no
such list is being provided.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 217(2AA) of the Companies
(Amendment) Act, 2000 with respect to Directors Responsibility
Statement, it is hereby confirmed:
a) That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2014, the applicable Accounting Standards had
been followed along with proper explanation relating to the material
departures.
b) That the Directors had selected such Accounting policies and applied
them consistently and made judgements 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.
c) That the Directors had 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 or other irregularities.
d) That the Directors had prepared the Annual Accounts on a going
concern basis.
13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT
A detailed report on corporate governance and management discussion and
analysis statement prepared in accordance with the listing agreement
forms part of this report.
14. LISTING OF SHARES
The Equity Shares of the Company is listed on Delhi Stock Exchange, and
Bombay Stock Exchange. These shares were traded during the year under
review at the Bombay Stock Exchange. The Status of Listing of shares at
these Stock Exchanges is given in the Corporate Governance Report.
15. ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to the
shareholders, business associates, and financial institutions at all
levels for their consistent support and encouragement of the Company.
The enthusiasm and beneficent efforts of the employees have enabled the
Company to remain at the leading- edge of the Industry. Your Directors
would also like to acknowledge the constructive suggestions from the
statutory auditors for ensuring the accurate and authentic compliances
for the Company.
By Order of the Board of Directors
For Sindhu Trade Links Limited
Sd/- sd/-
Place: New Delhi (Satyapal Sindhu) (Vir Sen Sindhu)
Dated: 21st August, 2014 Managing Director Whole-Time Director
Din no.-00218355 Din No.-0034773
Mar 31, 2013
The Members,
Sindhu Trade Links Limited
The directors have immense pleasure in presenting their 21ST Annual
Report together with the Audited Statement of Accounts for the
financial year ended on 31st March 2013.
1. FINANCIAL RESULTS
The financial results for the year under reviews are as follows:
(Amount in Rupees)
Particulars Standalone Consolidated
For the year For the year For the year For the year
ended 2013 ended 2012 ended 2013 ended 2012
Net profit /(Loss)
before interest,
tax & 544434987 396037942 636142176 619268973
Depreciation
(EBIDTA)
Less: Interest &
financial charges 130748283 60728487 253873658 128920321
Net Profit & (Loss)
before Tax & 413686704 335309455 382268518 490348652
Depreciation (PBDT)
Less: Depreciation 65020761 56010077 129832304 108543540
Net profit /(loss)
after Depreciation 348665943 279299378 252436214 381805112
before Tax (PBT)
Add: Balance in
Profit/(Loss)
Account 327600308 116556454 637469834 293714558
brought forward
from last year
Less: Provision
for Income Tax-
Curren 116191650 68182355 157865532 103323142
Provision for
Income Tax- Deferr (2028778.74) (505143) (5184429) (223205)
Provision for
fringe benefit tax - - - -
Provisions for
earlier years - - 529825 578312
Tax Paid for
earlier years (529825) (578312) 9934561 -
Other Adjustments - - (112328408) 21423943
Total Profit/(Loss)
available for 561573555 327600308 614,432,151 464,695,781
appropriation
2. OPERATION
During the year under report, the Company extracts its major revenue
from the logistics, trading of oil and lubricants, investment and
finance and from media operations.
3. KEY SUBSIDIARIES:
The subsidiaries in which the shareholding of the Company is presently
more than half of the nominal capital of the Company as per section
4(1)(b) of the Companies Act, 1956 are:
3 SHYAM INDUS POWER SOLUTIONS PRIVATE LIMITED( SIPSPL)
Introduction:
A Private Limited Company incorporated on 24th June, 2004 by Registrar
of Companies, National Capital Territory of Delhi and Haryana. It is an
ISO 9001 certified project engineering, procurement, and Construction
Company established in June 2004 with Registered office /Head office in
New Delhi. It has seen multifold growth since its inception. SIPSPL is
a well renowned company in the Power Sector. It is known in the
industry for commitment, quality & unmatched services. The strength of
the company is well qualified and committed team equipped with latest
technology to carry out the turnkey power project in a timely manner
with innovative approach.
Specialised Areas:
It is presently engaged in the execution of turnkey projects of power
distribution. The turnkey projects consist of getting preliminary
design approved, procurement of accessories such as conductors,
transformers, insulators, hardware accessories etc., construction,
execution of civil work, laying of cables, installation of transformers
resulting in customized infrastructure set-up as per the requirement of
the utility. Beside the aforesaid projects, it provides services like
meter Installation, Complete operation & maintenance of zone, System
augmentation, Survey and Energy Audit, Meter Reading & Bills
Distribution, GIS Mapping, Street Lighting & maintenance etc.
Area of Business:
The Company has its business operations in Delhi, Haryana, Punjab,
Himachal Pradesh, Madhya Pradesh, Chhattisgarh , Uttar Pradesh, Kerala,
Karnataka. It is also exploring possibilities of business and ventures
in other states of the country.
Achievements:
- A transmission line job of 132 kv a, 66kv and 220 kv of in Haryana
funded by world bank.
- 33/11 KV GIS (Gas insulated substation) in Himachal Pradesh State
Electricity board.
% of Holding by the Company:
The present authorised share capital of the company is Rs.
30,00,00,000/- divided into 3,00,00,000 equity shares of Rs. 10/- each.
The present paid- up share capital of the company is Rs.25,16,85,000/-
divided into 2,51,68,500 equity shares of Rs. 10/- each. ("STLL") is
holding 59.08% of the nominal capital of SIPSPL.
O HARI BHOOMI COMMUNICATIONS PRIVATE LIMITED (HBCPL)
Introduction:
Hari Bhoomi Communications Private Limited is a Private Limited Company
incorporated on 08.05.2007 by Registrar of Companies, National Capital
Territory of Delhi and Haryana. The company took over a running
business of printing and publishing of newspaper named as "Hari Bhoomi''
from M/s Sindhu Holdings Limited. Presently, the company is engaged in
Publication of daily newspaper of Hindi in the State of Chhatisgarh,
Madhya Pradesh, Delhi and Haryana under the name "Hari Bhoomi".
Specialised Areas:
This newspaper contains news of current events, informative articles,
diverse features and advertising. It has contributed immensely in the
field of media through its eye-opening articles and independent views.
"Hari Bhoomi" was started initially as a Weekly in 1996 but later on in
1998 it became a Daily It was the first Daily to be published from
Rohtak(Haryana). "Hari Bhoomi" launched its first edition in
Chhatisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi
started its Jabalpur Edition in 2008. Very recently, Hari Bhoomi
started its edition from Raigarh (Chhatisgarh).
Hari Bhoomi is a member of Indian Newspaper Society, Audit Bureau of
Circulations (Two esteemed organisations of
Newspapers/Magazines/Advertising Agencies/Advertisers) and also member
of MRUC (Media Research Users Council), an organisation conducting
Indian Readership Survey.
% of Holding by the Company:
The present authorised share capital of the company is Rs.
2,00,00,000/- divided into 20,00,000 equity shares of Rs. 10/- each.
The present paid- up share capital of the company is Rs.1,74,00,000/-
divided into 17,40,000 equity shares of Rs. 10/- each. STLL is holding
73.27% of the nominal capital of HBCPL.
3 INDUS AUTOMOBILES PRIVATE LIMITED (IAPL)
A Private Limited Company incorporated on 31st March, 2011 by Registrar
of Companies, National Capital Territory of Delhi and Haryana.The
company acts from manufacturers to retailers, storers and wharehousers,
importers, exporters, repairers, hirers in all types of automotive
vehicles usable on land, sea or air and to do all the allied activities
relating thereto.
Present Financial Structure and % of holding of STLL
The present authorised share capital of the company is Rs. 5,00,000/-
divided into 50,000 equity shares of Rs. 10/- each. The present paid-
up share capital of the company is Rs.2,50,000/- divided into 25,000
equity shares of Rs. 10/- each. STLL is holding 60% of the nominal
share capital of IAPL.
O INDUS AUTOMOTIVES PRIVATE LIMITED(In APL)
A Private Limited Company incorporated on July 05, 2013 by Registrar of
Companies, National Capital Territory of Delhi and Haryana.The company
acts from manufacturers to retailers, storers and wharehousers,
importers, exporters, repairers, hirers in all types of automotive
vehicles usable on land, sea or air and to do all the allied activities
relating thereto.
Present Financial Structure and % of holding of STLL
The present authorised share capital of the company is Rs. 5,00,000/-
divided into 50,000 equity shares of Rs. 10/- each. The present paid-
up share capital of the company is Rs.2,50,000/- divided into 25,000
equity shares of Rs. 10/- each. STLL is holding 60% of the nominal
share capital of In APL.
4. COMPLIANCE FOR SUBSIDIARIES:
Vide General Circular No.: 2/2011 dated 8th February, 2011, the
Ministry of Corporate Affairs, GOI has granted a general exemption to
companies from attaching the Balance Sheet, Profit and Loss Account and
other documents referred to in Section 212 (1) of the Act in respect of
its subsidiary companies, subject to fulfillment of the conditions
mentioned therein. Accordingly, the said documents are not being
attached with the Balance Sheet of the Company. A gist of the financial
performance of the subsidiary companies is contained in the report. The
Annual Accounts of the subsidiary companies are open for inspection by
any Member / Investor and the Company will make available these
documents / details upon request by any Member of the Company or to any
investor of its subsidiary companies who may be interested in obtaining
the same.
Further, the Annual Accounts of the subsidiary companies will be kept
open for inspection by any investor at the Company''s Head Office.
As required under the Listing agreement with the Stock Exchanges,
Consolidated Financial Statements of the Company is attached. In
accordance with the Statement of Accounting Standard on Consolidated
Financial Statements (AS 21) and other applicable Accounting Standards,
issued by the Institute of Chartered Accountants of India, the
subsidiaries, associates and Joint venture havebeen considered in the
Consolidated Financial Statements of the Company.
5. DIVIDEND
Your Directors recommend no amount of dividend for the financial year
2012-13.
6. DIRECTORS
Sh. Rudra Sen Sindhu, Sh. Vir Sen Sindhu and Sh. Saurabh Sindhu were
appointed as Additional Directors w.e.f. December 1, 2012. On June 16,
2013 Sh. Saurabh Sindhu resigned from the post of Directorship.
Further, on July 01, 2013 Sh. Rudra Sen Sindhu was appointed as Non-
Executive Chairman and Sh. Vir Sen Sindhu as Chairman cum Joint
Managing Director by the consent of the Board of Directors of the
Company. Sh. Vir Sen Sindhu, resigned from the post of Chairman cum
Joint Managing Director w.e.f. 05.09.2013.
Sh. Vrit pal Sindhu and Sh. Dev Suman Sindhu, Directors of the Company
retire by rotation and being eligible, have offered themselves for
re-appointment. Your director recommends their re-appointment.
7. PUBLIC DEPOSITS
The Company has invited or accepted any public deposits within the
meaning of Section 58A & 58AA of the Companies Act, 1956 during the
year under review.
8. AUDITOR''S REPORT
The Report of Auditors'' on Annual Account of the company for the year
ended on 31st March, 2013 is self explanatory. Hence, no explanation
is required to be given.
9. AUDITOR
M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi retire at the
conclusion of ensuing annual general meeting and being eligible, have
offered themselves for re-appointment. The company has received a
certificate from them pursuant to section 224(1B) confirming their
eligibility for re-appointment.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provision of section 217(1) (e) of the Companies Act, 1956 is not
applicable to our Company. Hence, Statement detailing the particulars
required under the said section read with the Companies (Disclosures of
particulars in the report of Board of Directors) Rules, 1988 are not
being furnished. There was no foreign exchange earnings and outgo in
the company during the financial year.
11. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956
None of the employees of the Company has drawn salary in excess of the
limits prescribed in the section 217(2A) of the Companies act, 1956
read with Companies (Particulars of employees) Rules, 1975 and hence no
such list is being provided.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 217(2AA) of the Companies
(Amendment) Act, 2000 with respect to Directors Responsibility
Statement, it is hereby confirmed:
a) That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2013, the applicable Accounting Standards had
been followed along with proper explanation relating to the material
departures.
b) That the Directors had selected such Accounting policies and applied
them consistently and made judgements 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.
c) That the Directors had 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 or other irregularities.
d) That the Directors had prepared the Annual Accounts on a going
concern basis.
13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT
A detailed report on corporate governance and management discussion and
analysis statement prepared in accordance with the listing agreement
forms part of this report.
14. LISTING OF SHARES
The Equity Shares of the Company is listed on Delhi Stock Exchange,
Madras Stock Exchange, Calcutta Stock exchange and Bombay Stock
Exchange. These shares were not traded during the year under review at
the Bombay Stock Exchange. The Status of Listing of shares at these
Stock Exchanges is given in the Corporate Governance Report.
15. ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to the
shareholders, business associates, and financial institutions at all
levels for their consistent support and encouragement of the Company.
The enthusiasm and benficent efforts of the employees have enabled the
Company to remain at the leading- edge of the Industry. Your Directors
would also like to acknowledge the constructive suggestions from the
statutory auditors for ensuring the accurate and authentic compliances
for the Company.
By Order of the Board of Directors
For Sindhu Trade Links Limited
Sd/- Sd/-
Place: New Delhi (Satyapal Sindhu) ( Vir Sen Sindhu )
Dated: 06th September, Managing Director Director
2013
Mar 31, 2010
The Members,
The directors have pleasure in presenting their 18th Annual Report
together with the Audited Statement of Accounts tor the year ended on
31st March 2010.
1. FINANCIAL RESULTS
The financial results for the year under reviews are as follows:
(Rs.in lacs)
Particulars 2009-10 2008-09
Net profit /(Loss) before interest,
tax & Depreciation (EBIPTA) 127.06 89.03
Less: Interest & financial charges 18.78 17.28
Net Profit & (Loss) before Tax &
Depreciation (PBDT) 108.28 71.75
Less:Depreciation 0.58 0.24
Net profit / (loss) after Depreciation
before Tax (PBT) 107.7 71.51
Add: Balance in Profit/(Loss) Account
brought forward 216.96 177.50
from last year
Less: Provision for Income Tax- Current 37.28 22.11
Provision for Income Tax- Deferred 0.30 (0.02)
Provision for fringe benefit tax - 0.10
Transfer to reserve fund 14.03 9.86
Tax Paid for earlier year 0.12 -
Total Profit/(Loss) available for
appropriation 272.93 216.96
(The company has transferred a sum of Rs. 14.03 lacs to Special Reserve
Fund in compliance of Section 45 IC of the Reserve Bank of India Act,
1934.)
2. OPERATION
The Company has mainly focused on Investment and Financing Activities
during the year and has earned a revenue of Rs. 139.98 Lacs from
interest and other income.
3. DIVIDEND
Your Directors recommend no amount of dividend for the financial year
2009-10.
4. DIRECTORS
Sh. Kulbir Singh and Sh. Satish Kumar Sharma, Directors of the Company
retire by rotation and being eligible, have offered themselves for
re-appointment. Your director recommends their re- appointment.
5. PUBLIC DEPOSITS
The Company has not invited or accepted any public deposits within the
meaning of Section 58A & 58AA of the Companies Act, 1956 and section
45-I(bb) of the Reserve Bank of India Art, 1934 during the year under
review. The company does not hold any public deposit as on date and
will not accept the same in future without the prior approval of
Reserve Bank of India in writing.
6. AUDITOR'S REPORT
The Report of Auditors' on Annual Account of the company for the year
ended on 3lst March, 2010 is self explanatory. Hence, no explanation is
required to be given.
7. AUDITOR
M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi retire at the
conclusion of ensuing annual general meeting and being eligible, have
offered themselves for re-appointment. The company has received a
certificate from them pursuant to section 224(1B) confirming their
eligibility for re-appointment.
8. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provision of section 217(1) (e) of the Companies Act, 1956 is not
applicable to our Company. Hence. Statement detailing the particulars
required under the said section read with the Companies (Disclosures of
particulars in the report of Board of Directors} Rules, 1988 are not
being furnished. There was no foreign exchange earnings and outgo in
the company during the financial year.
9. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956
None of the employees of the Company has drawn salary in excess of the
limits prescribed in the section 2l7(2A) of the Companies act, 1956
read with Companies (Particulars of employees) Rules, 1975 and hence no
such list is being provided.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 217(2AA) of the Companies
(Amendment) Act, 2000 with respect to Directors Responsibility
Statement, it is hereby confirmed:
a) That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2010, the applicable Accounting Standards had
been followed along with proper explanation relating to the material
departures.
b) That the Directors had selected such Accounting policies and applied
them consistently and made judgements 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.
c) That the Directors had 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 or other irregularities.
d) That the Directors had prepared the Annual Accounts on a going
concern basis.
11. CORPORATE GOVERNANCE REPORT
A detailed report on corporate governance prepared in accordance with
the listing agreement forms part of this report.
12. LISTING OF SHARES
The Equity Shares of the Company is listed on Delhi Stock Exchange,
Madras Stock Exchange, Calcutta Stock exchange and Bombay Stock
Exchange. These shares were traded during the year under review at the
Bombay Slock Exchange. The Status of Listing of shares at these Stock
Exchanges is given in the Corporate Governance Report.
13. MERGER/AMALGAMATION ACTIVITY:
Your directors decided that the company will be involved in the process
of merger with other companies namely, M/s Sindhu Trade Links Limited,
M/S Sindhu Holdings Limited, M/s Uttaranchal Finance Limited, M/s
Parnami Habitat Developers Limited, M/s Suvidha Stock Broking Services
Private Limited, M/s Reward Vinimay Private Limited and M/s Garuda
Imaging And Diagnostic Private Limited . The scheme of merger/
amalgamation to that effect has been filed with Hon'ble court of Delhi
in Delhi and Hon'ble Court of Kolkata in Kolkata. The First Order by
Hon'ble Court of Delhi was passed for the said merger on 05th May,
2010.The court further directed to convene the shareholders meeting of
M/s Bhandari Consultancy And Finance Limited, M/s Uttaranchal Finance
Limited ( the company) . M/s Sindhu Trade Links Limited and M/s Parnami
Habitat Developers Limited and the meeting of unsecured creditors of
M/s Sindhu holdings Limited. The said meeting was conducted on
10.06.2010 as per court's direction under the Supervision of the
chairpersons appointed by the court. The scheme got approved by the
majority of shareholders and unsecured creditors. The chairpersons'
reports of the said meetings were filed before the Hon'ble Court of
Delhi at Delhi and Second Motion petition was duly filed thereafter. On
July 12, 2010, the said petition is fixed for hearing by the Hon'ble
Court of Delhi before the Hon'ble Company judge on November 09,2010 at
10:30 A.M. The merger/ amalgamation will enhance the shareholders value
and will be beneficial to all the stakeholders.
14. ACKNOWLEDGEMENTS
The directors wish to place on record their gratitude to the Company's
bankers for their support and co-operation. The directors also
acknowledge with appreciation the support and co-operation rendered by
various Government Agencies and Departments. Your Directors would also
like to thank all the employees of the Company for putting in their
hard work for the Company.
By Order of the Board of Directors
For BHANDARI CONSULTANCY AND FINANCE LIMITED
(kulbir singh) ( Sanjay Hasija)
Director Director
Place : New Delhi
Dated : 04th September, 2010
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More Information on Sindhu Trade Links Ltd.
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Sindhu Trade Links Ltd. Tools
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Sindhu Trade Links Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
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Company History
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- BSE Price History
- NSE Price History
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Sindhu Trade Links Ltd. Key Financial Ratios
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Sindhu Trade Links Ltd. Results
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Sindhu Trade Links Ltd. Financial Data
- Audited Results
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- Balance Sheet
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Sindhu Trade Links Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Sindhu Trade Links Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
- Change of Name
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