Date: 4 September, 2020
Date: 4 " September, 2020To,The Secretary,The Bombay Stock Exchange,Phiroze Jeejeebhoy TowersDalal StreetMumbai- 400001.SUBJECT : ANNUAL REPORT FOR FY 2019-20, NOTICE OF 20 ANNUAL GENERAL MEETING (“AGM”)AND INTIMATION OF RECORD DATEBSECODE: 532435Dear Sir/Madam,Pursuantto Regulation34(1)Disclosure Requirements)of SecuritiesRegulations,and2015,ExchangeBoardof Indiaplease find enclosed(Listing ObligationsNotice of 20th AGMandand theAnnual Report of the Company for the financial year 2019-20.Further, in compliance with relevant circulars issued by Ministry of Corporate Affairs (MCA) and theSecurities and Exchange Board of India (SEBI), the Notice convening 20 " AGM and the Annual Reportof the Company for the financial year 2019-20 has been sent to all the members of the Companywhose emai! addresses are registered. The AGM of the Company will be held on Monday, September28, 2020, at 02.00 p.m. through Video Conferencing/ Other Audio Visual Means in accordance withthe aforesaid circulars.The Notice of AGMalong with the Annual Report for the financial year 2019-20 is also being made available on the website of the Company at https://www.sanmitinfraltd.com.Further to our Intimation dated August 29, 2020, wherein we had intimated details related to BookClosurei.e. 020(bothdaysinclusive). In this regard please note that the Company has fixed, Saturday, September 21, 2020, asthe Record Date for the purpose of determining the memberseligible to vote on the resolutions setout in the Notice of the AGM or to attend the AGM.Please acknowledge and take on record the same.Thanking You,For Sanmit Infra LimitedHARESH MAKHIJA DirectorDIN - 00586720Tel. No. : 022 -6742910C2555Fax No. :022 -674291mail : info@sanmitinfraltd.comWebmd@sanmitinfraltd.com: www.sanmitinfraltd.com601, MakhijaRoyale,Plot No.753,S.V.Road, Khar (W), Mumbai - Be.CIN No.L70109MH2000PLC288648
SANMIT INFRA LIMITEDCIN: L70109MH2000PLC288648601, Makhija Royale, 6th Floor, S.V. Road,Khar (W) Mumbai City Mh 400052 IN20TH ANNUAL REPORT2019-20
CORPORATE INFORMATION BOARD OF DIRECTORSMr. Sanjay K. MakhijaManaging DirectorMrs. Meena Jayesh BhateNon-Executive, Independent DirectorMr. Sanjay Vishindas NastaNon-Executive, Independent DirectorMr. Mohan RathodNon-Executive, Independent DirectorMr. Haresh K. MakhijaWhole-time DirectorMr. Kamal K. MakhijaWhole-time DirectorMr. Dinesh K. MakhijaChief Financial OfficerMs. Jyoti AsawaCompany SecretaryBANKERSINDUSIND BANKAUDITORSM/S. PAMS & ASSOCIATES CHARTERED ACCOUNTANTSREGISTERED OFFICE:601, MAKHIJA ROYALE, 6TH FLOOR S.V. ROAD, KHAR (W), MUMBAI-400052.Email:Sanmitinfra@gmail.com Website:www.sanmitinfraltd.comLISTINGBOMBAY STOCK EXCHANGE LIMITEDREGISTRAR & SHARE TRANSFER AGENTPURVA SHAREGISTRY INDIA PVT LTD, NO.9 , SHIV SHAKTI INDUSTRIAL ESTATE,GROUND FLOOR, J.R BORICHA MARG, OPP. KASTURBA HOSPITAL,LOWER PAREL (W), MUMBAI - 400 011.
CONTENTSSr. NoContentsPage No.1.Notice of Meeting1-292.Directors' Report30-363.Management Discussion and Analysis37-384.Secretarial Audit Report39-425.Extract of Annual Report (MGT-9)43-516.Corporate Governance Report52-637.Auditor's Report64-718.Balance Sheet729.Profit and Loss Accounts7310.Cash Flow Statement7411.Notes Forming part of Financial Statement & Schedule to Financial Statement75-87
SANMIT INFRA LIMITEDNOTICENOTICE is hereby given that the 20th Annual General Meeting of the members of Sanmit Infra Limited will be held onMonday September 28, 2020 at 02:00 pm IST through Video Conferencing (“VC”)/ Other Audio Visual Means(“OAVM”) to transact the following business(es)::ORDINARY BUSINESS:1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31,2020 and the reports of the Board of Directors and Auditors thereon; in this regard, to consider and if thought fit,to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:“RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2020and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are herebyconsidered and adopted.”2.To declare the final dividend of Rs. 0.25 paisa per share for the financial year ended March 31, 2020.SPECIAL RESOLUTION3. 1. Appointment of Mr. Kamal Kanayalal Makhija (DIN : 00586617) - as Whole Time Director of the Company.To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions, if any,read along with Schedule V of the Companies Act, 2013 ('Act') and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the consent of theMembers be and is hereby accorded to the appointment and terms of remuneration of Mr. Kamal KanayalalMakhija (DIN : 00586617) as Whole -time Director of the Company for a period of five years, with effect fromJune 30,2020, not liable to retire by rotation, upon the terms and conditions set out in the Statement annexed tothe Notice convening this Meeting, including the remuneration to be paid in the event of loss or inadequacy ofprofits in any financial year during her said tenure within the overall limits of Section 197 of the Companies Act,2013 with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment andterms of remuneration as it may deem fit and in such manner as may be agreed to between the Board and theWTD.”“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the period of5years of appointment, he will be paid or provided the salary, the allowances, and the perquisites as set out inthe foregoing part of this resolution as the 'Minimum Remuneration'.”“AND RESOLVED FURTHER THAT the Board of Directors (the 'Board' which term includes a duly constitutedCommittee of the Board) be and is hereby authorized to take all such steps as may be necessary, proper andexpedient to give effect to this Resolution."4.Appointment of Mr. Haresh Kanayalal Makhija (DIN : 00586720) - as Whole Time Director of the Company.To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions, if any,read along with Schedule V of the Companies Act, 2013 ('Act') and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the consent of theMembers be and is hereby accorded to the appointment and terms of remuneration of Mr. Haresh KanayalalMakhija (DIN : 00586720) as Whole -time Director of the Company for a period of five years, with effect fromJune 30,2020, not liable to retire by rotation, upon the terms and conditions set out in the Statement annexed tothe Notice convening this Meeting, including the remuneration to be paid in the event of loss or inadequacy ofprofits in any financial year during her said tenure within the overall limits of Section 197 of the Companies Act,2013 with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and1
SANMIT INFRA LIMITEDterms of remuneration as it may deem fit and in such manner as may be agreed to between the Board and theWTD.”“RESOLVED FURTHER THAT iin the event of loss or inadequacy of profits in any financial year during the period of5years of appointment, he will be paid or provided the salary, the allowances, and the perquisites as set out in theforegoing part of this resolution as the 'Minimum Remuneration'.”“AND RESOLVED FURTHER THAT the Board of Directors (the 'Board' which term includes a duly constitutedCommittee of the Board) be and is hereby authorized to take all such steps as may be necessary, proper andexpedient to give effect to this Resolution."5.PREFERENTIAL ISSUE AND ALLOTMENT OF 1171750 EQUITY SHARES AND 4828250 WARRANTS OF FACE VALUEOF RS 10/- EACH THE COMPANY TO NON-PROMOTER(S) AND PROMOTER RESPECTIVELY:To consider and, if thought fit, to pass, the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 42 & 62 and other applicable provisions, if any, of theCompanies Act, 2013,as amended (“Companies Act”) read Companies (Share Capital and Debentures) Rules,2014 and all other applicable provisions, as amended from time to time, and various rules, regulations, circulars,press notes, clarification issued by the Securities and Exchange Board of India, including but not restricted toSEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), andsubsequent amendments thereto, the Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and amendments thereto, the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendmentsthereto and all other applicable rules, regulations and guidelines of the Securities and Exchange Board of India(“SEBI”) (“SEBI Regulations”), the Reserve Bank of India (“RBI”) and the stock exchanges where the shares of theCompany are listed (“Stock Exchanges”) and enabling provisions of the Memorandum and Articles of Associationof the Company and the listing agreements entered into between the Company and the Stock Exchanges andsubject to requisite approvals, consents, permissions and/or sanctions of the appropriate statutory authorities,if any, and subject to such conditions as may be prescribed by any of them while granting any such approvals,consents, permissions, and/or sanctions and which may be agreed to by the Board of Directors of the Company(hereinafter referred to as the 'Board' which term shall be deemed to include any committee which the Boardmay have constituted or hereinafter constitute to exercise one or more of its power including the powersconferred hereunder), the Board be and is hereby authorized to create, offer, issue and allot 60,00,000 EquityShares of face value of Re. 10/- each (“Equity Shares”) which includes 4828250 convertible warrants of facevalue of Rs. 10/- each, fully paid up, for cash, at a price 12.50/- per share (at premium of Rs. 2.5/-) the pricedetermined in accordance with Chapter V of SEBI ICDR Regulations, on a preferential basis to thepromoter(s)/non-promoters whichever is higher in one or multiple trances and on such terms and conditionsand in such manner, as the Board may think fit and proper and in its absolute discretion.”“RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI ICDR Regulations, the“Relevant Date” for the purpose of calculating the floor price for the issue of 60,00,000 Equity Shares whichincludes 4828250 convertible warrants would August 28, 2020 which would be the date falling 30 days prior tolast date of this Annual General Meeting and the floor price as calculated as per ICDR Regulation 2018 is of Rs.12.50/- (Rupees Twelve and Fifty Paisa only).”“RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (Issue of Capital andDisclosure Requirements) Regulations, 2018, 60,00,000 Equity Shares of face value of Re. 10/- each (“EquityShares”), which includes 4828250 convertible warrants of Rs.10/- each, fully paid up, for cash, at a price 12.50/per share (including premium of Rs. 2.50/-) as recomputed under the said Regulation to the person belongs toboth Promoter and non-promoter group:2
SANMIT INFRA LIMITEDA.ISSUE OF 1171750 EQUITY SHARES:NON PROMOTER GROUPSr.no1234567891011MITALI BIWALKARKAILASH D. MULCHANDANI (S)DHEERAJ D. MULCHANDANIRAMESH CHANDRA MISHRAMARZIA FATIMAPRAVIN MADHUKAR BAGDEMAHENDRA NATHU SHINDEVISHNU JAMNADAS RUPANIPOONAM VISHNU RUPANICHARU CHANDRA UPRETISUBRAMANIAN 728293031323334353637383940414243444546VINAY PADMAKR BHOSEKAR HUF25000NILESH ANIL GAIKWADASHOK KUNDOMAL MANGHWANIJAYA ASHOK MANGWANIARCHANA ANIL GAIKUWADBHAKTI SHANKAR TORASKARSAROJ BIPIN SHAHSANTOSH ATMARAM MORESURYAKANT ANANT PAWARYOJANA MAHENDRA SHINDESAGAR BHANUDAS BHINTADESHRIDHAR S VENGURLEKARAANAND SHANTARAM WAGHKASHYAP PRAVIN MODY HUFHIRAL MODYPRAVIN V MODY HUFNANIK N CHANDWANIAJAY NANIK CHANDWANI HUFUSHA M THAKKERVATSAL M THAKARJIGER BUDDHADEVSHIVKUMAR S SAIDNARENDRA NARKHEDEMIR HUSSAIN SHUJATHSADIQ MEHDI RIZVIMANJIRI SUDHIR GOKHALEAKAKSH VIJAY THAKURVIJAYVEERSINGH AMARSINGH THAKURAARTI AKASH THAKURDr. KUSHAL TUCKLEYNIRANJAN VITTHAL GAIKWADRAHIL BIHARI MEHATANIBIHARI NARAINDAS MEHTANIAMIT THAKKARUMESH SURESH 100010002000020000200002500025000NameProposed l3At PriceTotal 75
SANMIT INFRA LIMITEDB.ISSUE OF 4828250 CONVERTIBLE WARRANTS INTO EQUITYS SHARES OF FACE VALUE OF RS.10/- EACH:PROMOTER GROUP1.Haresh Makhija120704912.50/150881132.Kamal Makhija120705212.50/150881503.Sanjay Makhija120710212.50/150887754.Dinesh �RESOLVED FURTHER THAT the issue of shares, including convertible warrants as above subject to followingterms and conditions; as above shall be subject to the following terms and conditions:Pursuant to regulation 167 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:1.The 1171750 Equity Shares to be allotted on preferential basis to non-promoter, shall be locked in up to a periodof 1 year from the date the of trading permission or as directed by the SE;2.the issue 4828250 convertible warrants of face value of Rs10/- each, as above shall be on conversion of warrantsinto the equity shares to be allotted on preferential basis to the promoter Group , be locked in up to a period of 3year from the date the of trading permission;3.the 4828250 convertible warrants will be subscribed within 18-months from the date of allotment.A)the Equity Shares including on account of conversion of 4828250 convertible warrants aggregating to beallotted aggregating to 6000000 equity shares of face value of Rs.10/- each, pursuant to the aforesaidpreferential allotment in one or multiple tranches, shall rank pari-passu in all respects including as todividend, bonus and other corporate actions with the existing fully paid up Equity Shares of face value of Re.10/- each of the Company;B)Subject to regulation 163 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, theBoard or the share allotment committee constituted there under shall allot not more than 6000000 EquityShare of face value Rs. 10/- each at a issue price of Rs.12.50/- each (including premium) and post allotmentpaid up capital of the company will not exceed 1,60,00,000 Equity Shares of face value of Rs.10/- each ;C)the Equity Shares shall be issued and allotted by the Company to the person mentioned herein above shallbe in dematerialized form and within a period of 15 days from the date of passing of this resolution or inreceipt of the in- principle approval from the Stock Exchanges or any other statutory permission, whicheveris later , and provided further that where the issue and allotment of the said Equity Shares be pending onaccount of pendency of any approval for such issue and allotment by any regulatory authority, StockExchange or the Central Government, the issue and allotment shall be completed within a period of 15 daysfrom the date of such approval; AND“RESOLVED FURTHER THAT subject to the provisions of the Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations, 2018 and other applicable laws, the Board or the Committeeconstituted there under be and is hereby authorized to vary, modify or alter any of the relevant terms andconditions, including size of the preferential issue to the Investors, as may deem expedient.”“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board/ the Committee be and ishereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things asit may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment ofaforesaid equity shares and listing of the equity shares to be allotted on preferential allotment basis with thestock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in relationto the proposed issue, offer and allotment of any of the said equity shares, the utilization of the issue proceeds4
SANMIT INFRA LIMITEDand to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolutediscretion may deem fit, including without limitation, issuing clarifications on the offer, making any applicationetc., to the concerned regulatory authorities, including to the FIPB, issue and allotment of the equity shares, toexecute necessary documents and enter into contracts, arrangements, other documents (including forappointment of agencies, intermediaries and advisors for the issue) and to authorize all such persons as may benecessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit ,without being required to seek any further consent or approval of the members or otherwise to the end andintent that they shall be deemed to have given their approval thereto expressly by the authority of this resolutionand the decision of the Board shall be final and conclusive.”“AND RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powersherein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generallydo all such acts, deeds and things as may be required in connection with the aforesaid resolutions, includingmaking necessary filings and applications etc., with the stock exchanges and regulatory authorities andexecution of any documents on behalf of the Company and to represent the Company before any governmentaland regulatory authorities and to appoint any merchant bankers or other professional advisors, consultants andlegal advisors to give effect to the aforesaid resolution.”By Order of Board For Sanmit Infra LimitedSanjay MakhijaSd/(Managing Director)DIN: 00586770Place: MumbaiDate : 29/08/2020REGISTERED OFFICE:601, MAKHIJA ROYALE, 6TH FLOORS.V. ROAD, KHAR (W),Mumbai-400052.Email: Sanmitinfra@gmail.comWebsite: www.sunmitinfra.comNOTES:1. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended ('Act') with respect to ItemNos. 3 to 5 forms part of this Notice.2.In view of the global outbreak of the COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') has vide itsGeneral Circular No. 20/2020 dated May 5, 2020 in relation to 'Clarification on holding of annual general meeting(AGM) through video conferencing (VC) or other audio visual means (OAVM) read with General Circular No.14/2020 dated April 8, 2020 and the General Circular No. 17/2020 dated April 13, 2020 in relation to 'Clarificationon passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules madethereunder on account of the threat posed by COVID-19'
The Bombay Stock Exchange, Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001. SUBJECT : ANNUAL REPORT FOR FY 2019-20, NOTICE OF 20 ANNUAL GENERAL MEETING ( AGM ) AND I
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