Sanmitra Commercial Ltd Directors Report

The business activities of the Company resulted in Net profit for the year ended 31^st March, 2024 is Rs. 10.1664 Lakh as compared to previous years Loss of Rs. 4.3026 Lakhs.

State of Companys Affairs and Future Outlook:

The company during the year has not carried out any major business activity and the management is also considering for diversification of business activities. However in order to generate revenue to afford part of fixed expenses of the company, the management has decided to utilize the surplus funds and deployed the same as temporary loans and advances.

Dividend

In view of accumulated losses, your Directors did not recommend any dividend for its equity shareholders.

Deposits: i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

Transfers to Reserves:

In view of accumulated losses, the Company was not required to transfer any amount to the Reserves.

Share Capital

The paid-up equity capital as on March 31, 2024 was Rs. 1,10,00,000/- The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

Details of Subsidiary/Joint Venture/Associates Company

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual Return for the Financial Year ended March 31, 2024 is available on the website of the Company.

Material changes and commitment, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There have been no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Change in the Nature of Business

During the Financial Year 2023-24 your Company has not commenced any new business.

Number of Board Meetings

During the Financial Year 2023-24, Five meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

Independent Directors Meeting

During the year under review, Independent Directors met on 13^th February 2024, inter-alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board as whole.

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

Particulars of Loan, Guarantees and Investments under Section 186

Complete details of Loan, Guarantee, Investment, Security covered under section 186 of The Companies Act, 2013 as disclosed in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

During the year, the Company had entered into contract / arrangement / transaction with related parties at arms length basis which could not considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As required under Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and out go are NIL.

Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Companys operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company Mrs. Suman Shah is liable to retire by rotation and being eligible offers herself for re-appointment.

The Company has received Declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Regulations of the SEBI (LODR), Regulations, 2015.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

MANAGERIAL REMUNERATION:

1. None of the Directors receive any remuneration nor receive any sitting fees. 2. There is no change in the remuneration of Key managerial Personnel or Director. 3. As on 31st March 2024, there were a total of 2 employees on the payroll of the Company. 4. It is affirmed that the remuneration is as per the remuneration policy of the company.

The Company do not have any Holding or Subsidiary Company and none of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company.

Audit Committee

The Audit Committee has been reconstituted as per regulation 18 of SEBI (LODR) regulations, 2015 & Section 177 of Companies Act, 2013 during the year as: Mr. Prateek Gautam Chopra (Non-executive Independent Director/Chairman), Himanshu Khatri (Non-executive Independent Director) and Mr. Prakash B. Shah (Non-Executive Directors)

Four Audit Committee Meetings were held during the year as below

Nomination & Remuneration Committee & Policy

In compliance with section 178 of the Act the Board has constituted “Nomination and Remuneration Committee” which comprises Non-executive Directors namely Mr. Prateek Gautam Chopra (Non-executive Independent Director/Chairman), and Mr. Prakash B. Shah and Mr. Himanshu Khatri (Non-executive Independent Director) as members.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Two Nomination and Remuneration Committee Meetings were held during the year as below:

Stakeholders Relationship Committee

This Committee comprises of Mr. Prateek Gautam Chopra (Non-executive Independent Director/Chairman), Mr. Himanshu Khatri (Non-executive Independent Director) and Mr. Prakash B. Shah (Non-executive Director) as members. During the year ended 31st March, 2024.

Two Stakeholder relationship Committee Meetings were held during the year as below:

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided “Annexure B” and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during F.Y. 2023-24.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2024.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances.

Corporate Social Responsibility Initiatives:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employee have confirmed compliance with the Code.

Significant and material orders passed by the regulators or courts:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Risk management policy:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to companys policy, safeguarding of its assets, Prevention detection fraud and error etc.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014) No Fraud reported / observed during the financial year 2023-2024

AUDITORS

Statutory Auditors

Laxmikant Kabra & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 117183W), were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 38^th Annual General Meeting (AGM) of the Company till the conclusion of the 42^nd AGM of the Company to be held in the year 2027 to examine and audit the accounts of the Company.

Auditors Report

The Report of M/s. Laxmikant Kabra & Co. LLP for the financial year 2023-2024 do not contain any qualifications, observations or comments on the Financial transactions or matters which have any adverse effect on the functioning of the Company, however following observation made by the Auditor.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Pooja Gandhi & Associates, Practicing Company Secretaries, Mumbai, in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure C and forms part of this Report.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to the company.

Stock Exchange

The Companys equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2023-24 has been paid.

Secretarial Standards:

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

The directors had selected such accounting policies and applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024.

b) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

c) The directors had prepared the annual accounts on a going concern basis;

d) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

e) The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support.

Annexure A

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

2. Details of contracts or arrangements or transactions at Arms Length Basis: