SATYA MINERS TRANSPORTERS LIMITED · SATYA MINERS & TRANSPORTERS LIMITED Annual Report 2014-2015...

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SATYA MINERS & TRANSPORTERS LIMITED Annual Report 2014-2015 2015 1 SATYA MINERS & TRANSPORTERS LIMITED CIN: L65993WB1975PLC170911 40th ANNUAL REPORT 2015 Global Business Hub, Room No. G-20, 7A, Rani Roshmoni Road, Kolkata-700013 Email: [email protected]

Transcript of SATYA MINERS TRANSPORTERS LIMITED · SATYA MINERS & TRANSPORTERS LIMITED Annual Report 2014-2015...

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SATYA MINERS & TRANSPORTERS LIMITED

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SATYA MINERS &

TRANSPORTERS LIMITED CIN: L65993WB1975PLC170911

40th ANNUAL REPORT 2015

Global Business Hub, Room No. G-20, 7A, Rani Roshmoni Road, Kolkata-700013 Email: [email protected]

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Corporate Information

Notice

Director’s Report

Management Discussion & Analysis

Corporate Governance Report

Auditor’s Report

Financial Statement:

Standalone:

Balance sheet

Statement Of Profit & Loss

Cash Flow Statement

Notes On Financial Statement

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CORPORATE INFORMATION

BOARD OF DIRECTORS: ANANDA HALDER Managing Director

ANIL CHANDULAL MISTRY Director

SHANKAR PRASAD BHAGAT Director

MALOY MOHANTA Director

BAPI DAS Director AMIT SHAW Director

AUDIT COMMITTEE: BAPI DAS Chairman

MALOY MOHANTA Member

ANANDA HALDAR Member

NOMITATION REMUNERATION COMMITTEE MALOY MOHANTA Chairman

BAPI DAS Member

AMIT SHAW Member

STAKEHOLDERS RELATIONSHIP COMMITTEE BAPI DAS Chairman MALOY MOHANTA Member

ANANDA HALDAR Member

AUDITORS: S. R AGARWALA & ASSOCIATES

Chartered Accountants

FRN No.: 309065E

REGISTERED OFFICE: Global Business Hub,

Room No. G-20, 7A,

Rani Roshmoni Road, Kolkata-700013

Email:[email protected]

REGISTRAR & SHARE TRANSFER AGENT: Maheswari Datamatics Pvt Ltd

6, Mango lane, 2nd Floor,

Kolkata-700001

Phone: 22435029/5809

Email: [email protected] Website: www.mdpl.in

STOCK EXCHANGE Bombay Stock Exchange

The Calcutta Stock Exchange

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SATYA MINERS & TRANSPORTERS LIMITED

CIN: L65993WB1975PLC170911 Registered Office: Global Business Hub, Rani Roshmoni Road,

Kolkata-700013 Phone No. 033-32902535 E-mail: [email protected]

NOTICE

NOTICE is hereby given that the 40th Annual General Meeting of the members of the Satya Miners & Transporters Limited will be held at its Registered Office of the Company at Global Business Hub, Room No. G-20, 7A, Rani Roshmoni Road, Kolkata-700013 on Wednesday, 30th day of September, 2015 at 11.00 A.M. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, approve and adopt the Audited Accounts for the Financial

Year ended on 31st March 2015, and the reports of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Mr. Maloy Mohanta (DIN: 01833167) who are

retires by rotation and being eligible, offers himself for reappointment.

3. To appoint M/s S.R. Agarwala & Associates, Chartered Accountant, (FRN: 309065E), as the statutory auditor of the company from the conclusion of this Annual General Meeting till the conclusion of 43rd Annual General Meeting of the company (subject to ratification of their re- appointment at every AGM) and to authorise the Board of Director to fix their remuneration on yearly basis and in this regard to consider and, if though fit, to pass, with or without modification(s) the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to Section 139, 141 of the Companies Act, 2013 and other provision, if any, of Companies Act, 2013 and Rules framed thereunder, as amended from time to time, pursuant to the recommendations of the Audit Committee, M/s S.R. Agarwala & Associates, Chartered Accountant (FRN: 309065E), be and is hereby appointed as Auditors of the Company to hold the office for a term of three years, from the conclusion of this Annual General Meeting till the conclusion of

the 43rd Annual General Meeting of the Company (Subject to ratification in every Annual General Meeting) on such remuneration as shall be fixed by the Board of Directors.

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SPECIAL BUSINESS: 1. Re-appointment of Mr. Shankar Prasad Bhagat (DIN No: 01359807) as an Independent Director of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of section 149,150,152 and any other applicable provision of the Companies Act, 2013 and the rules made there under read with Schedule IV of the Companies Act, 2013, Mr. Shankar Prasad Bhagat (DIN: 01359807) who was appointed as an additional Director of the Company under Section 161 of the Companies Act, 2013 with effect from 29th September, 2014 by the Board of Directors to hold the office up to the conclusion of this Annual General Meeting of the Company and in respect of whom the company has received a notice u/s 160 of Companies Act, 2013, from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of Five years up to 45th AGM of the Company, not liable to retire by rotation. 2. Re-appointment of Mr. Anil Chandulal Mistry (DIN: 00059558) as an Independent Director of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of section 149,150,152 and any other applicable provision of the Companies Act, 2013 and the rules made there under read with Schedule IV of the Companies Act, 2013, Mr. Anil Chandulal Mistry (DIN: 00059558) who was appointed as an additional Director of the Company under Section 161 of the Companies Act, 2013 with effect from 29th September, 2014 by the Board of Directors to hold the office up to the conclusion of this Annual General Meeting of the Company and in respect of whom the company has received a notice u/s 160 of Companies Act, 2013, from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of Five years up to 45th AGM of the Company, not liable to retire by rotation. Place:Kolkata

Date: 7th August, 2015 Regd. Office: By order of the Board of Director Global Business Hub, Sd/- Room No. G-20, 7A, Rani Roshmoni Road, ANANDA HALDER Kolkata-700013 Managing Director Din: 06522258

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF

HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE SHOULD BE

DULY STAMPED, COMPLETED AND SIGNED AND MUST BE DEPOSITED AT

THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS

BEFORE THE TIME FOR HOLDING THE AFORESAID MEETING. PROXY

FORM IS ATTACHED HEREWITH.

2. Pursuant to provisions of Section 105 of the Companies Act, 2013 and rules

framed thereunder, a person can act as a proxy on behalf of members not

exceeding fifty and holding in the aggregate not more than ten percent of the

total share capital of the company carrying voting rights provided that a

member holding more than ten percent, of the total share capital of the

company carrying voting rights may appoint a single person as proxy and such

person shall not act as proxy for any other person or shareholder.

3. An explanatory statement pursuant to Section 102(1) of the Companies Act,

2013, relating to the Special Business to be transacted at the meeting is

annexed hereto.

4. Brief resume of Director proposed to be re-appointed at the ensuing Annual

General Meeting in terms of Clause 49 of the Listing Agreement is annexed to

the Notice. The Company is in receipt of relevant disclosures from the Director

pertaining to her re-appointment.

5. Pursuant to the provision of Section 91 of the Companies Act, 2013, the

Register of Members and Share Transfer Books of the Company shall remain

closed from Thursday, 24th September, 2015 to Wednesday, 30th September,

2015 (both days inclusive).

6. Members are requested to bring their attendance slips along with copies of the

Notice/Annual Report at the meeting. Please note that the copies of the report

will NOT be distributed and /or be made available at the meeting.

7. Members desirous of getting any information on the accounts or operations of

the Company are requested to forward their queries to the Company at least

seven days prior to the meeting so that the required information can be made

available at the Meeting.

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8. The Register of Directors and Key Managerial Personnel (KMPs) and their

shareholding maintained under Section 170 of the Companies Act, 2013 and

the Register of Contracts or arrangements in which Directors are interested

maintained under Section 189 of the Companies Act, 2013 will be available for

inspection by the Members at the Annual General Meeting

9. To comply with the provisions of Sections 88 of the Companies Act, 2013 read

with Rule 3 of the Companies (Management and Administration) Rules, 2014,

the Company is required to update its database by incorporating some

additional details of its members.

10. Corporate shareholders intending to send their authorised representative are

requested to serve a duly certified copy of the Board Resolution authorizing

their representative to attend and vote at the AGM.

11. Voting through Electronic Means

In compliance with the provisions of Section 108 of the Companies Act, 2013,

Rule 20 of the Companies (Management and Administration) Rules, 2014 as

amended by the Companies ( Management and Administration) Amendment

Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased

to provide members facility to exercise their right to vote on resolution proposed

to be considered at the Annual General Meeting (AGM) by electronic means and

the business may be transacted through e-voting services. The facility of casting

the votes by the members using an electronic voting system from a place other

than venue of the AGM (“remote e-voting”) will be provided by Central

Depository Services (India) Limited (CDSL).

The facility for voting through ballot paper shall be made available at the

meeting and Members attending the meeting who have not already cast their

vote by remote e-voting shall be able to exercise their rights at the meeting. The

Members who have cast their vote by remote e-voting prior to the meeting may

also attend the meeting but shall not be entitled to cast their vote again.

12. The remote e-voting period commences on Sunday, 27th September, 2015 (9:00

a.m.) and ends on Tuesday, 29th September, 2015 (5:00 p.m.). During this period, Members of the Company, holding shares either in physical form or in dematerialized form may cast their vote through remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

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13. The Board of Director’s of the Company has appointed CS Praveen Sharma [Membership No. A30365], Praticising Company Secretary, Kolkata, as the Scrutinizer to scrutinize the remote e-voting process and the voting process at the AGM in a fair and transparent manner.

14. The Scrutinizer shall after the conclusion of voting at the AGM, will first count

the vote cast at the meeting and thereafter unblock the votes cast through

remote e-voting in the presence of at least two witnesses not in the employment

of the Company and shall make, not later than three days of the conclusion of

the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or

against, if any, to the Chairman or a person so authorised by him in writing,

who shall countersign the same and declare the results of the voting forthwith.

The instructions for shareholders voting electronically are as under:

1. The voting period begins on Sunday, 27th September, 2015 at 9.00 A.M. and ends

on Tuesday, 29th September, 2015 at 5.00 P.M. During this period members of

the company holding shares either in physical form or dematerialized form as on

the cut-off date of 23rd September’ 2015, may cast their vote electronically. The e-

voting module shall be disabled by CDSL for voting hereafter.

(i) The shareholders should log on to the e-voting website

www.evotingindia.com during the voting period.

(ii) Click on “Shareholders” tab.

(iii) Now, select the “SATYA MINERS & TRANSPORTERS LIMITED” from

the drop down menu and click on “SUBMIT”

(iv) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number

registered with the Company, excluding the special characters.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to

www.evotingindia.com and voted on an earlier voting of any company,

then your existing password is to be used.

(vii) If you are first time user, follow the steps given below:

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For Members holding shares in Demat Form and Physical Form

PAN: Enter your 10 digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as physical

shareholders)

Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and

the last 8 digits of the demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number

of 0’s before the number after the first two characters of the name in

CAPITAL letters. Eg. If your name is Anupam Kumar with folio number

100 then enter AN00000100 in the PAN field.

DOB: Enter the Date of Birth as recorded in your demat account or in the

company records for the said demat account or folio in dd/mm/yyyy

format.

(viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) Members holding shares in physical form will then directly reach

the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be

used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant “Satya Miners & Transporters

Limited” on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the

entire Resolution details.

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(xiv) After selecting the resolution you have decided to vote on, click on

“SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be

allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then

enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Institutional Shareholders

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and

sign of the entity should be emailed to [email protected].

• After receiving the login details they have to create compliance

user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected]

2. The notice of Annual General Meeting will be sent to the members, whose

names appear in the register of members / depositories as at closing hours of business, on Friday, 28th August, 2015.

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3. The results shall be declared on or after the AGM of the Company. The results

declared along with the Scrutinizer’s Report shall be placed on the website of CDSL within two (2) days of passing of the resolution at the AGM of the Company and will be communicated to Bombay Stock Exchange Limited/Calcutta Stock Exchange Limited.

For and on behalf of the Board

Sd/- Ananda Halder Place: Kolkata Managing Director Date: 7th August, 2015 DIN: 06522258

Explanatory Statement, Pursuant to Section 102(1) of the Companies Act, 2013: Item No. 4: The Board of Directors of the Company had appointed Mr. Shankar Prasad Bhagat

(DIN: 01359807) as an Additional Director of the Company with effect from 29th

September, 2014. The Additional Director holds office only until the ensuing Annual

General Meeting of the Company in terms of Section 161(1) of the Companies Act,

2013 (‘Act’) but is eligible for appointment as an Independent Director. The Company

has received a notice under Section 160(1) of the said Act from a Member along with

requisite deposit signifying his intention to propose. Mr. Shankar Prasad Bhagat (DIN:

01359807) for appointment as a Director of the Company.

The Board considers that the expertise of Mr. Shankar Prasad Bhagat (DIN: 01359807)

should continue to remain available to the Company and therefore, recommends the

Ordinary Resolution set out at item no. 4 of the Notice for your approval. Mr. Shankar

Prasad Bhagat (DIN: 01359807) is not disqualified from being appointed as a Director

in terms of Section 164 of the Act and has given his consent to act as a Director. Mr.

Shankar Prasad Bhagat (DIN: 01359807) along with his relatives does not hold any

shares in the Company.

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Except Mr. Shankar Prasad Bhagat (DIN: 01359807), none of the other Directors and

Key Managerial Personnel of your Company or their relatives are, in any way,

concerned or interested financially or otherwise in the said resolution.

Item No. 5:

The Board of Directors of the Company had appointed Mr. Anil Chandulal Mistry (DIN:

00059558) as an Additional Director of the Company with effect from 29th September,

2014. The Additional Director holds office only until the ensuing Annual General

Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (‘Act’)

but is eligible for appointment as an Independent Director. The Company has received

a notice under Section 160(1) of the said Act from a Member along with requisite

deposit signifying his intention to propose. Mr. Anil Chandulal Mistry (DIN: 00059558)

for appointment as a Director of the Company.

The Board considers that the expertise of Mr. Anil Chandulal Mistry (DIN: 00059558)

should continue to remain available to the Company and therefore, recommends the

Ordinary Resolution set out at item no.5 of the Notice for your approval. Mr. Anil

Chandulal Mistry (DIN: 00059558) is not disqualified from being appointed as a

Director in terms of Section 164 of the Act and has given his consent to act as a

Director. Mr. Anil Chandulal Mistry (DIN: 00059558) along with his relatives does not

hold any shares in the Company

Except Mr. Anil Chandulal Mistry (DIN: 00059558) none of the other Directors and

Key Managerial Personnel of your Company or their relatives are, in any way,

concerned or interested financially or otherwise in the said resolution.

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Details of the Directors Seeking Appointment/ Reappointment at the

Annual General Meeting

(Pursuant to clause 49 of the Listing Agreement)

NAME MR. MALOY MOHANTA

FATHERS NAME SHRI MUKUNDA MOHANTA

DIN NUMBER DIN No. – 01833167

DATE OF BIRTH

01/01/1976

DATE OF APPOINTMENT

10/02/2011

EXPERIENCE IN SPECIFIC FUNCTIONAL AREA

Extensive knowledge and experience in the field of Administration and Finance.

QUALIFICATION B.Com (Commerce Graduate)

NUMBER OF COMMITTEES OF THE

COMPANIE IN WHICH THE DIRECTOR

IS A MEMBER/ CHAIRMAN

3

NAME OF OTHER COMPANIES IN WHICH HE HOLD DIRECTORSHIP

1. KEYNOTE BUILDERS PVT LTD 2. KANTHDHARIL INFRASTRUCTURE PROJECT PVT LTD

3. KUSHAL RECONSTRUCTION COMPANY PVT LTD

NO. OF SHARES HELD NIL

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DIRECTORS’ REPORT

For the Financial Year 2014-15

Dear Members,

Your Directors have the pleasure in presenting their 40th Annual Report together with

audited Financial Statement of the Company for the financial year ended 31st March,

2015.

Financial Highlights

The company’s financial performance for the year ended 31st march, 2015 is

summarized below:

Financial Performance of the company

Amounts (Rs)

Working Result 31.03.2015 31.03.2014

Profit/(loss) after tax

Add: Profit brought forward from Previous Year

Less : (a) Utilized during the year for bonus

shares

(b) Transferred to Special Reserve

Balance transferred over to next year

65,122

13,45,072

4,108

13,41,786

14,10,194

-

13,000

13,45,894

-

822

13,97,194

13,45,072

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not

recommend any Dividend.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund. The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

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Reserve

Your Directors have proposed to transfer a sum of Rs 13,000/- to the Statutory Reserve Fund as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories,

namely NSDL and CDSL. The Company has appointed M/s Maheswari Datamatics

Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share

Transfer Agent to facilitate shares transfer job to its members. Members are requested

to send their requests for share transfer, split, issue of duplicate shares etc to RTA or

secretarial department of the Company at its registered office.

Listing on Stock Exchange

The Company’s Equity Shares are listed on the Calcutta Stock Exchange. The Equity

Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 23rd

December, 2013 (Scrip Code: 537068). The Company has paid Listing Fee up-to date.

Brief Description of the Company’s Working During the year/ State of

Company’s affairs

The Company being an Investment and Finance Company presently invests to acquire,

sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares,

bonds; stocks issued or guaranteed by any Company and also provide financial

assistance by way of private financing to the identified groups.

Change in the nature of business, if any

The company has not changed its nature of business during the current financial

year.

Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the

company to which the financial statements relate and the date of the report.

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Details in respect of adequacy of internal financial controls with reference to the

Financial Statements.

The directors, have laid down internal financial controls to be followed by the company

and that such internal financial controls are adequate and were operating effectively.

Deposits

The company has neither accepted nor renewed any deposits during the year, covered

under Chapter V of the Act.

Statutory Auditor

S.R. Agarwala & Associates, Chartered Accountant, Statutory Auditors of the

Company, is eligible for appointment and is proposed to be appointed at the ensuing

Annual General Meeting for a term of three years i.e from the conclusion of this

Annual General meeting till the conclusion of 43rd Annual General Meeting of the

Company subject to ratification at each and every Annual General Meeting. Pursuant

to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their

eligibility for appointment as Auditors.

Auditors’ Report

The observations made by the Auditors are self- explanatory and do not require any

further clarification. Further, the explanations or comments by the Board on every

qualification, reservation or adverse remark or disclaimer made by the auditor in his

report shall be given.

Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the

year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any

stock option scheme to the employees.

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Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with

Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT – 9) and is

attached to this Report.

Conservation of energy, Technology absorption and Foreign exchange earnings

and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure

of particulars of conservation of energy and technology absorption prescribed by the

rules are not applicable to our company. The company does not have any Foreign

Exchange transactions during the financial year.

Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or

turnover of rupees one thousand crores or more or a net profit of rupees five crore or

more during any financial year, the disclosures as per Rule 9 of Companies (Corporate

Social Responsibility Policy) Rules, 2014 is not applicable.

Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution

of the Board of Directors passed at its meeting,

Name Designation Purpose

Ananda Halder Managing Director Appointed as an Managing Director w.e.f 18th March, 2013

Bapi Das Independent Director Appointed as an Independent Director w.e.f.1st April, 2014

Amit Shaw Director/ CFO Appointed as an CFO w.e.f. 13th

February, 2015

Maloy Mohanta Independent Director Appointed as an Independent Director w.e.f. 1st April, 2014

Shankar Prakash Bhagat

Additional Director Appointed as an Additional Director w.e.f. 29th September, 2014

Anil Chandulal Mistry Additional Director Appointed as an Additional Director w.e.f. 29th September, 2014

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Mr. Amit Shaw, Director of the Company was appointed as CEO of the Company w.e.f.

13th February, 2015.

b) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the

Company confirming that they meet the criteria of independence as prescribed both

under Section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing

Agreement entered into with the Stock Exchanges.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the

Independent Directors of the company was held to review and evaluate the

performance of the Non- Independent Directors and the chairman of the company

taking into account the views of the Executive Directors and Non- Executive Directors,

assessing the quality, quantity and timeliness of flow of information between the

company management and the Board and also to review the overall performance of the

Board. The meeting of the company was held on 13/02/2015, wherein the

performance of the Board as a whole was evaluated.

Meetings of the Board

During the financial year 2014-2015, the Board meet 6 (Six) times viz. 30th May, 2014,

13th August, 2014, 29th September 2014, 14th November 2014, 31st December 2014,

13th February 2015. The intervening gap between the two consecutive meetings was

within the period as prescribed under the Companies Act, 2013.

Particulars of Loans, Guarantee or Investment

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act,

2013

Audit Committee and Its Composition

The Audit Committee of the Company reviews the reports to be submitted with the

Board of Directors with respect to auditing and accounting matters. It also overviews

the Company’s internal control and financial reporting process. As required under

section 177(8) of the Companies Act, 2013, composition of an Audit Committee is as

under:

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Name Of The Member Status

Bapi Das Chairman( Non Executive & Independent

Director)

Maloy Mohanta Member( Non Executive & Independent Director)

Ananda Halder Member (Executive & Non- Independent

Director)

Sexual Harassment of Women at Work Place

The Company has in place a policy in line with the requirements of The Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received

regarding sexual harassment. All employees (permanent, contractual, temporary,

trainees) are covered under this Policy. There were nil complaints received during the

year under review.

Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 06/08/2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the

requirements of section 178(1) of the Companies Act 2013. The composition is as

under:

Name Of The Member Designation

Maloy Mohanta Chairman (Non Executive & Independent

Director)

Bapi Das Member (Non Executive & Independent

Director)

Ananda Halder Member (Executive & Non- Independent

Director)

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Stakeholder’s Relationship Committee

Composition of the Stakeholder’s Relationship Committee is in accordance with the

requirement of the provisions of the Companies Act, 2013. The Composition is as

under:

Name Designation

Bapi Das Chairman (Non Executive & Independent

Director)

Maloy Mohanta Member( Non Executive & Independent

Director)

Ananda Halder Member (Executive & Non-Independent

Director)

Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which

are covered under section 188 of the Companies Act, 2013, which are not in the

ordinary course of business and not undertaken on an arm’s length basis during the

financial year 2014-15.

Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided

any Managerial Remuneration to the Directors.

Secretarial Audit Report

CS Manjula Poddar, Practising Company Secretary [C.P.No, 11252], is appointed as

the Secretarial Auditor of the company. There is no qualification, reservation or

adverse remark or disclaimer made by the company secretary in the secretarial audit

report.

The Secretarial Audit Report is attach in this report as Form MR- 3

Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance of

conditions of corporate governance as stipulated in Clause 49 of the Listing agreement

and the Management Discussion and Analysis Report has been annexed with the

report.

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Risk management policy

The company does not have any Risk Management Policy as the elements of risk

threatening the Company’s existence are very minimal.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards

had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently

and made judgments and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the company at the end of the financial year

and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the

assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating

effectively, and

(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.

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and

assistance received from the shareholders, bankers and other business constituents

during the year under review.

Place: Kolkata

Date: 30th May, 2015

Regd. Office: By order of the Board of Director

Global Business Hub, For Satya Miners & Transporters Limited

Room No. G-20, 7A,

Rani Roshmoni Road, Sd/-

Kolkata-700013 Ananda Halder

Managing Director

Din: 06522258

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1

2

3

4

5

6

7

1

1 0.00% 0

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - 0.00%

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Financing Activity 99711 100

NIC Code of the

Product/service

% to total turnover of the company

Whether listed company

0

Address of the Registered office & contact details

Name, Address & contact details of the Registrar & Transfer Agent, if any.

L65993WB1975PLC170911

I I I .     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Company Limited by shares/ Indian Non Government Company

Holding/ Subsidiary/ Associate % of

shares

held

Applicable

Section

CIN/GLNName and address of the CompanySN

As on financial year ended on 31.03.2015

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

IV.    SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

MAHESHWARI DATAMATICS PVT. LTD.

Sebi Authorised Registrar & Share Transfer Agents

Head Office:

6, Mango lane, 2nd Floor

Kolkata- 700001

Ph.No. 033- 22435029/22482248 Email: [email protected]

Website: www.mdpl.in

A. Promoters

(1) Indian

No. of Shares held at the beginning of the year

[As on 31-March-2014]

S.

No.

Name and Description of main products / services

I I .  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Global Business Hub, Room No. G-20, 7A, Rani Roshmoni Road ,

Kolkata ,West Bengal ,700013

Phone No: 033-32902535

Yes

Satya Miners & Transporters Ltd

CIN

Registration Date

Name of the Company

Nil 0

I .  REGISTRATION & OTHER DETAILS:

12-12-1975

Category/ Sub-category of the Company

a) Individual/ HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

% Change during the year

Sub Total (A) (1)

Category of Shareholders No. of Shares held at the end of the year

[As on 31-March-2015]

e) Banks / FI

f) Any other

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-

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- 1,50,000 1,50,000 2.75% - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- 1,50,000 1,50,000 2.75% - - - - 0.00%

1634175 3564672 5198847 95.31% 1889993 1634175 3524168 64.61% -30.70%

- - - - -

- - - - - - - - 0.00%

5 - 5 - - - - - 0.00%

- - - - - - - - 0.00%

0.00%

0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

16,39,228 38,15,272 54,54,500 100.00% 37,19,725 17,34,775 54,54,500 100.00% 0.00%

16,39,228 38,15,272 54,54,500 102.75% 37,19,725 17,34,775 54,54,500 100.00% 0.00%

16,39,228 38,15,272 54,54,500 102.75% 37,19,725 17,34,775 54,54,500 100.00% 0.00%

d) State Govt(s)

e) Venture Capital Funds

h) Foreign Venture Capital

Funds

- -

Overseas Corporate Bodies

b) Individuals

g) FIIs

i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

i) Indian

ii) Overseas

a) Bodies Corp.

b) Banks / FI

-

f) Insurance Companies

B. Public Shareholding

1. Institutions

a) Mutual Funds

Hindu Undivided Family

Sub-total (B)(2):-

Total Public (B)

Grand Total (A+B+C)

c) Others (specify)

c) Central Govt

0.00%

- - - - - - - - 0.00%

- -

- - 16,35,000 - 16,35,000 29.98% 29.98%

-

Non Resident Indians

Foreign Nationals

Clearing Members

- -

Trusts

C. Shares held by

Custodian for GDRs &

ADRs

- -

(2) Foreign

a) NRI Individuals

b) Other Individuals

c) Bodies Corp.

d) Any other

Sub Total (A) (2)

TOTAL (A)

i) Individual shareholders

holding nominal share capital

upto Rs. 1 lakh

ii) Individual shareholders

holding nominal share capital

in excess of Rs 1 lakh

5,048 1,00,600 1,05,648 1.94% 1,94,732 1,00,600

-

2,95,332 5.41% 3.47%

- - - - - -

- - - - -

- - - - -

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(ii) Shareholding of Promoter

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged/

encumbered to

total shares

No. of Shares % of total

Shares of the

company

% of Shares

Pledged /

encumbered

to total

shares

1- - 0.00% - - 0.00% 0.00%

2 - - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

1

2

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

1

01-04-2014 4.90%

31-03-2015 4.90%

2

01-04-2014 4.85%

31-03-2015 4.81%

3

01-04-2014 4.80%

-

31-03-2015 0.00%

4

01-04-2014 4.70%

31-03-2015 0.00%

5

01-04-2014 4.61%

31-03-2015 0.00%

2,67,500

SN Name of the Promoter Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares

-

SN

Caddarik Commodities Pvt Ltd

At the beginning of the year 2,61,650

Shareholding at the beginning of the year Shareholding at the end of the year

SN For each of the Top 10 shareholders Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares

Shareholder’s Name

Changes during the year

Changes during the year

At the end of the year

-

Audric Commercial Pvt Ltd

At the beginning of the year 2,56,500

Changes during the year

2,62,416

Change during the Year

Vesta Tradecom Pvt Ltd

At the end of the year

At the end of the year

TOTAL

Changes during the year

2,64,775

No Change During theYear

Change during the Year

Change during the Year

Change during the Year

-

% change in shareholding

during the year

At the end of the year

2,67,500

2,51,600

At the beginning of the year

Safe Lift Merchants Pvt ltd

At the beginning of the year

At the end of the year

Lakshya Dealmark Pvt Ltd

At the beginning of the year

Changes during the year

-

-

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6

01-04-2014 4.57%

31-03-2015 4.61%

7

01-04-2014 4.58%

31-03-2015 4.58%

8

01-04-2014 4.58%

31-03-2015 0.00%

9

01-04-2014 4.58%

31-03-2015 0.00%

10

01-04-2014 4.44%

31-03-2015 4.44%

(v) Shareholding of Directors and Key Managerial Personnel:

1

01-04-2014 -

31-03-2015 -

2

01-04-2014 -

31-03-2015 -

3

01-04-2014 -

31-03-2015 -

At the beginning of the year -

Changes during the year

At the end of the year -

At the end of the year 2,42,325

Maloy Mohanta, Independent Director

-

-

At the end of the year

Changes during the year

Changes during the year

Oilve Distributors Pvt Ltd

At the end of the year

At the beginning of the year 2,50,000

Changes during the year

Changes during the year

Marubhumi Vintrade Pvt Ltd

At the beginning of the year 2,50,000

SN Shareholding of each Directors and each Key Managerial

Personnel

Date Reason Shareholding at the beginning of the year

No. of shares % of total shares

Palsana Investment Pvt Ltd

At the beginning of the year 2,49,355

At the end of the year

No Change During the year

2,50,000

-

At the end of the year -

Tribhuvan Distributors Pvt Ltd

2,42,325

Changes during the year

At the end of the year

At the beginning of the year

-

2,50,000

Cumulative Shareholding during the year

No. of shares % of total shares

2,51,335

At the end of the year

Amit Shaw , Independent Director

At the beginning of the year

Ananda halder, Managing Director

At the beginning of the year

Changes during the year

Changes during the year

Greenery Marketing Pvt Ltd

At the beginning of the year

-

Change during the Year

No Change During the year

Change during the Year

Change during the Year

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Total Amount

-

2 -

3 -

-

-

-

5 -

-

B. Remuneration to other Directors

SN. Total Amount

(Rs/Lac)

- - -

-

- -

-

-

-

-

-

-

-

-

-

-

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Secured Loans excluding

deposits

Unsecured Loans Deposits Total IndebtednessParticulars

-

- - - -

Total (i+ii+iii)

Change in Indebtedness during the financial year

- -

Net Change

i) Principal Amount

iii) Interest accrued but not due

Total (i+ii+iii)

1

2

Others, please specify

Total (A)

Ceiling as per the Act

4

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

1

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

1,00,000

V. INDEBTEDNESS

Name of MD/WTD/ Manager

Ananda Halder

Managing Director

Particulars of Remuneration

Name

Designation

Gross salary

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Stock Option

-

-

-

- others, specify

-

-

Overall Ceiling as per the Act

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

1,00,000.00

-

Amit Shaw

Sweat Equity

Commission

- as % of profit

Maloy Mohanta

-

-

- -

Other Non-Executive Directors

Fee for attending board committee meetings

Independent Directors

Fee for attending board committee meetings

Commission

Others, please specify

Total (1)

-

- - -

Indebtedness at the end of the financial year

- - - -

- -

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Commission

Others, please specify

-

Particulars of Remuneration Name of Directors

-

-

-

-

* Addition

* Reduction

ii) Interest due but not paid

-

-

- -

-

(Rs/Lac)

- -

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C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Total Amount

(Rs/Lac)

Gross salary

-

2 Stock Option -

3 Sweat Equity -

Commission

- as % of profit-

- others, specify -

5 Others, please specify -

Total -

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Nil

A. COMPANY

B. DIRECTORS

Brief Description Details of Penalty /

Punishment/

Compounding fees

imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)Type Section of the Companies Act

C. OTHER OFFICERS IN DEFAULT

Nil

Nil

CS

Particulars of Remuneration Name of Key Managerial Personnel

Name

Designation

1

-

-

(a) Salary as per provisions contained in section 17(1) of the Income-

tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

4

- - -

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Form No. MR - 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, SATYA MINERS & TRANSPORTERS LIMITED Global Business Hub, Room No. G-20 7A, Rani Roshmoni Road, Kolkata - 700013 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SATYA MINERS & TRANSPORTERS LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: a. The Companies Act, 2013 (the Act) and the rules made there under; b. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

c. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; d. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; iii. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; iv. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

I further report that, there were no actions / events in pursuance of; a. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; b. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not notified during the period under Audit) (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited and Calcutta Stock Exchange.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items

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before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an Integral Part of this report. Place: Kolkata Manjula Poddar Date: 7th August, 2015 Practising Company Secretary

C.P No.: 11252 Mem.No.: A30520

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MANAGEMENT DISCUSSION AND ANALYSIS Business Environment Industry Overview, Risks and Concerns Satya Miners & Transporters Limited is registered as Non- Banking Financial Company (NBFC) with Reserve Bank of India and is mainly engaged in financing and investments as its principal business. It also Invest in equities through the secondary markets and in debt instruments of varying maturities through mutual funds. In addition, Satya also looks for investment opportunities where it can acquire a strategic stake into other business. Performance review The management is pleased to report that company’s business plan is progressing as per the management’s satisfaction. Details shall be made at the appropriate time.

Operational Review

Considering the business environment your directors foresee the startup of business

operation in the near future.

Risks And Concerns

The continued policies of Government controlling free exports and volatile economic

environment have a bearing on the overall performance of the company.

Regulatory

The Reserve Bank of India (RBI) has been continually strengthening the supervisory framework from NBFCs in order to ensure sound and healthy functioning and avoid excessive risk taking. In furtherance of these objectives, RBI issued new guidelines during past years:

1. Know your customer guidelines- Anti Money laundering Standards

2. Guidelines on classification, monitoring and reporting of frauds

3. Guidelines on Securitisation of Standards Assets

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has suitable and adequate system of Internal Controls commensurating its size and nature of operations primarily to ensure that – - the assets are safeguarded against loss from unauthorized use or disposition; - the transactions are authorized, recorded and reported correctly and - Code of conduct, Policies and applicable statutes are duly complied with.

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As a measure of Internal Control System, which has been evolved over the years, the Company has established a methodical system of Annual Budgeting and Management Information System (MIS). In addition, Administrative and HR activities of the Company are also brought within this purview. The Company is conscious of importance of systems control and so continuously assesses the quality of integrated software package. Continuous reporting of these systems is made to the Board and Audit Committee for their review to upgrade, revise and to focus on determination of adequacy of the Control Systems. The composition and role of Audit Committee can be found in the Corporate Governance Report in the Annual Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

RISK MANAGEMENT

Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. Risk arises for achieving business objectives are identified and prioritized. Risk mitigation activity plans are established and executed as and when need arises. Periodical reviews are carried out to assess the risk levels.

HUMAN RESOURCES

Human resources development, in all its aspect like training in safety and social values is under constant focus of the management. Relations between management and the employees at all levels remained healthy and cordial throughout the year. The management and employees are dedicated to achieve the corporate objective and the targets set before the Company.

Cautionary Note

Certain statements in “Management Discussions and Analysis” section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the Directors envisage in terms of performance and outlook.

By order of the Board of Director

FOR SATYA MINERS & TRANSPORTERS LIMITED Regd. Office Global Business Hub, Sd/- Room No. G-20,7A, ANANDA HALDER Rani Roshmoni Road Managing Director Kolkata-700013 DIN: 06522258

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CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-2015 (As required under Clause 49 of the Listing agreement entered into with Stock Exchanges)

SATYA MINERS & TRANSPORTERS LIMITED always aims at ensuring high ethical standards and professionalism in all areas of its business operations to enhance its stake holder’s value. The Company is consistently following various Governance systems and practices including compliance with the provisions of Clause 49 of the Listing Agreement which includes:

a. Code of Business conduct and ethics for Directors and Senior Management incorporating best practices of Corporate Governance;

b. The system of Risk Management and Internal Control methods are constantly being reviewed and updated to reflect the growing needs of the Company;

c. Timely flow of information to the Board Committees and also to the Board,

which has been constituted with appropriate size and combination of Executive, Nonexecutive and Independent Directors

d. Independent verification and safeguarding integrity of Company’s financial reporting by the Audit Committee and timely disclosures to all the stake holders;

e. Maintenance of transparency and accountability at all levels In accordance with Clause 49 of the Listing Agreement of Stock Exchanges in India and the best practices followed internationally on Corporate Governance, the details of governance systems and processes including compliances by Satya Miners & Transporters Limited with the provisions of Clause 49 are as under:

Company’s Philosophy on Code of Corporate Governance.

The Company’s philosophy on Corporate Governance envisages highest level of

transparency, accountability and equity in all operations. It is based on the concept

that good governance practices will ensure efficient and prudent conduct of the affairs

of the Company. This will help in achieving its goal of wealth maximization.

Board Of Directors:

Composition:

As on 31st March, 2015, the Company has six Directors on its Board, of which

3 Directors are Non-executive and Independent directors, 1 Director is

Executive and 2 Directors are Non-executive and Non-independent. The

Company has a Promoter, Non-Executive Chairman and the number of

Independent Directors is fifty percent of the total number of Directors and one

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Women Director in compliance with the Clause 49 of the Listing Agreement and

the provisions of Section 149 of the Companies Act, 2013.

The Board believes that the current composition of the Board commensurate

with the size of the company. The Board, however, keeps evaluating the

composition periodically to ascertain its appropriateness.

Board Meeting & Attendance at Board Meeting & Annual Meeting

The Board of the Company met Six times during the each of the month in

Financial Year:

Name Designation No. of Board Meetings Attended

Last AGM Attended

Ananda Halder Managing Director 6 Yes

Amit Shaw Non-Executive& Independent Director

6 Yes

Bapi Das Non-Executive& Independent Director

6 Yes

Maloy Mahanta Director 6 Yes

Shankar Prasad Bhagat

Non-Executive Director

4 No

Anil Chandulal Mistry

Non-Executive Director

4 No

1. Audit Committee:

The Audit Committee of the Company is entrusted to overview the accounting

systems, financial reporting and internal controls of the Company. The terms of

reference, role and powers of Audit Committee are in conformity as specified in

clause 49(III)(C) and 49(III)(D) of the Listing Agreement with the stock

exchanges and provisions of section 177 of the Companies Act, 2013.

Powers of the Audit Committee

To investigate any activity within its terms of reference; To seek information from any employee; To obtain outside legal or other professional advice; and To secure attendance of outsiders with relevant expertise, if it considers necessary.

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The terms of reference of the Audit Committee are broadly as under:

i) Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

ii) Recommending for appointment, remuneration and terms of appointment of

auditors of the company. iii) Approval of payment to statutory auditors for any other services rendered by the

statutory auditors. iv) Reviewing, with the management, the annual financial statements and auditor’s

report thereon before submission to the Board for approval, with particular

reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices along with reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and g) Qualifications in the draft audit report.

v) Review the quarterly, half-yearly and annual financial statements of the

Company before submission to the Board for approval. vi) Review and monitor the auditor’s independence and performance, and

effectiveness of audit process. vii) Approval or any subsequent modification of transactions of the company with

related parties. viii) Scrutiny of inter-corporate loans and investments.

ix) Valuation of undertakings or assets of the company, wherever it is necessary. x) Evaluation of internal financial controls and risk management systems. xi) Reviewing, with the management, performance of statutory and internal

auditors, and adequacy of the internal control systems. xii) Reviewing the adequacy of internal audit function, if any.

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xiii) Discussion with internal auditors of any significant findings and follow up there on.

xiv) Review the functioning of the Whistle Blower mechanism. xv) Carrying out any other function as is mentioned is the terms of reference of the

Audit Committee.

The details of composition of Audit Committee and the meetings attended by

the Directors are as follows:

2. Remuneration Committee

a. The Remuneration Committee of the Company recommends to the Board the

compensation, terms of Managerial Personnel subject to approvals from shareholders and Central Government, as and when necessary.

b. Remuneration to Directors: The remuneration of Managerial Person is recommended by the Remuneration Committee and approved by the Board of Directors and Members at the General Meeting.

There was no pecuniary relationship or transaction of the Directors with the

company. The Company does not have any Stock option scheme. Composition

of the Nomination & Remuneration Committee is in accordance with the

requirements of section 178(1) of the Companies Act 2013. The composition is

as under:

3. Shareholders’ Relationship Committee:

The Shareholders/ Investor’s Grievance Committee has been constituted to look

into investors complaints like transfer of shares, non – receipt of declared

dividend, etc and take necessary steps for redresses thereof. The Board of

Directors of the Company has constituted Shareholders’/ Investors’ Grievances

cum Share Transfer Committee. The Committee approves issue of new /

duplicate share certificates. The Committee oversee and review all matters

connected with share transfers / transmission / demat / remat and other

Name Designation

Bapi Das Chairman (Non-Executive & Independent Director)

Maloy Mohanta Member (Non-Executive & Independent Director)

Ananda Halder Member (Executive & Non-Independent Director)

Name Of The Member Designation

Maloy Mohanta Chairman(Non-Executive & Independent Director

Bapi Das Member (Non-Executive & Independent Director

Ananda Halder Member(Executive & Non-Independent Director)

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issues pertaining to shares. The Committee also looks into the investor

relations / grievances and redressal of the same, on a periodical basis.

Name Of The Member Designation

Bapi Das Chairman (Non-Executive & Independent Director)

Maloy Mohanta Member (Non-Executive & Independent Director)

Ananda Halder Member (Executive & Non-Independent Director)

4. Corporate Social Responsibility Committee:

Pursuant to provisions of section 135 of Companies Act, 2013 there is no any Corporate Social Responsibility Committee

5. General Body Meeting

The location & time of Last AGM held by the company are as under:

Year Date Of AGM Venue Time

2011-2012 29th Sept, 2012 Registered Office 11:30 A.M.

2012-2013 27th July, 2013 Registered Office 11:30 A.M

2013-2014 24th Sept, 2014 Registered Office 01:00 P.M.

6. Code of Conduct

The Company’s code of conduct has been complied with by all the members of

the Board and selected employees of the Company. The Company has in place a

prevention of Insider Trading Code based on SEBI (Insider Trading) Regulation,

1992. This code is applicable to all Directors and designated employees. The

code ensures prevention of dealing in shares by persons having access to the

unpublished price sensitive information.

7. Disclosures:

a. The Disclosures on materially significant related party transactions that

may have potential conflicts with the interest of the Company at large: During the year, the Company had not entered any transaction of a material nature with any of the related parties which were in conflict with the interest of the Company.

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b. All transactions with the Related Parties were in the ordinary course of business and at arm’s length.

c. The Company have any Whistle Blower Policy. However, no personnal

has been denied access to the Audit Committee of the Company.

d. The Company has adopted a Code of Business conduct based on the

business principles of the Company. In compliance with the Code,

directors and senior management of the Company have affirmed their

compliance with the code for the year under review.

e. The Company has complied with all the mandatory requirement of corporate governance norms as enumerated in clause 49 of the listing

agreement with the stock exchanges.

f. The Company has laid down procedure to inform Board members about the risk assessment and minimization procedures, which are periodically reviewed.

g. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or other authority on any matter related to capital markets, during last three years: NIL

h. The Company has complied the following non-mandatory requirements:

Remuneration Committee of the Board of Directors of the Company has been set up and the particulars of the Committee are given in this report itself. Adopted the best practices to ensure a regime of unqualified financial statements.

8. CEO / CFO Certification

A CEO/CFO certification on the financial statements of the company was placed before the board.

9. Means of Communication

The quarterly and annual audited results are forthwith sent to the stock exchanges where the Company’s shares are listed after they are approved by the Board of Directors. The results of the Company are published in at least one prominent national and one regional newspaper. There were no specific presentations made to institutional investors or to analysts during the year. The Management Discussion & Analysis form part of the Annual Report, which is posted to all members of the Company.

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10. Shareholding Pattern as on 31st March, 2015 Sl. No Description No. Of Shares % of Capital

A. Promoters & Promoters Group - individuals & Body Corporate

- -

B. Public Shareholding

Institutions - -

Non- Institutions - Other Bodies Corporate - Individuals

35,24,168 19,30,332

64.61% 35.39%

Total 54,54,500 100.00%

11. Distribution of Shareholding as at 31st March, 2015

No. of Shares

Shareholders Equity shares

Number % of total Number % of total

Up to 500 541 85.20 1,02,347 1.88

501 to 1000 9 1.42 5,776 0.10

1,001 to 5,000 24 3.78 1,09,101 2

5001 to 10,000 9 1.42 85,000 1.56

10,001 & 50,000 26 4.09 8,77,000 16.08

50,001 & 100,000 11 1.73 7,57,150 13.88

100,001 and Above 15 2.36 35,18,126 64.50

Total 635 100% 54,54,500 100%

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12. Shareholder Information

1. Annual General Meeting:

Date and Time: 30th September, 2015, 11.00 A.M. Venue: Registered Office

2. Financial Calendar: April 2014 to March, 2015 Financial Results for 1st Quarter First Week of August, 2015 2nd Quarter Last Week of October, 2015 3rd Quarter Last Week of January, 2016 4th Quarter Last Week of April, 2016 Book Closer Last week of Sept., 2016 A.G.M. Last week of Sept. 2016

3. Dates of book closure: 24TH September, 2015 to 30th September, 2015

4. Registered office: Global Business Hub, Room No.G-20, 7A Rani Roshmani Road, Kolkata- 700013 5. Listing on stock Exchange at: Bombay Stock Exchange Limited

The Calcutta Stock Exchange

6. Share Transfer Agent: Maheshwari Datamatics Pvt. Ltd. Adress: 6 Mangoe Lane ,

2nd Floor, Kolkata 700 001 Tel: 033 22482248 Email: [email protected]

By order of the Board of Director For SATYA MINERS & TRANSPORTERS LIMITED Regd. Office Global Business Hub, Sd/- Room No.G-20, 7A ANANDA HALDER Rani Roshmoni Road Managing Director Kolkata 700013 DIN:06522258

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CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

(Declaration by the Director under Clause 49 (I) (D) of the Listing Agreement)

To, The Members of Satya Miners & Transporters Limited a) In pursuance of the provisions of Clause 49(I)(D) of the Listing Agreement, a Code of Conduct has been laid down by the Company for all the Board members and the Senior Management Personnel of the Company.

b) The said Code Of Conduct is also uploaded on the website of the Company at www.satyaminers.com c) All the members of the Board and senior management Personnel of the Company have affirmed their respective compliance with the Code of Conduct of the Company for the year ended March 31, 2015 Sd/- Place: Kolkata ANANDA HALDER Dated: 30th May, 2015 Managing Director (DIN: 06522258)

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CERTIFICATION FROM MANAGING DIRECTOR

(In terms of Clause 49(V) of the Listing Agreement)

A. We have reviewed financial statements and the cash flow statements of the

Company for the quarter and year ended 31st March 2015 and that to the best of

our knowledge and belief.

I. These statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading.

ii. These statements together present a true and fair view of the company’s affairs

and are in compliance with existing accounting standards, applicable laws and

regulations.

B. There are to the best of our knowledge and belief, no transactions entered into by

the Company during the period which are fraudulent, illegal or which violate the

Company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls and that

we have evaluated the effectiveness of the internal control systems of the Company.

We have disclosed to the Auditors and the Audit Committee, any deficiencies in the

design and operation of internal controls of which we are aware and the steps taken or

propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee

I. Significant changes, if any, in internal control over financial reporting during the

year.

ii. Significant changes, if any, in accounting policies during the year and the same

have been disclosed in the notes to the financial

statements.

iii. Instances of fraud whether or not significant of which we have become aware and

the involvement therein, if any, of the management or an employee having

significant role in the Company’s internal control system over financial reporting.

Sd/-

Place: Kolkata Ananda Halder

Date: 30th May, 2015 Managing Director

(DIN: 06522258)

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AUDITORS’ CERTIFICATION ON CORPORATE GOVERNANCE

To, The Members of Satya Miners & Transporters Limited We have examined the compliance of conditions of Corporate Governance by Satya Miners & Transporters Limited for the year ended on 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges in India. The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the Corporate Governance. It is neither an Audit nor an opinion on the financial statement of the Company. In our opinion and into the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate as stipulated in Clause 49 of the mentioned Listing Agreement. We further state that such Compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

Place: Kolkata For, S. R. Agarwala & Associates Date: 30th May, 2015 FRN: 309065E Chartered Accountant

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FINANCIAL STATEMENT

Independent Auditor’s Report

Balance Sheet as at 31st March, 205

Statement of Profit & Loss A/c

Cash Flow Statement

Significant Accounting Policies

Notes to the Financial Statement

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INDEPENDENT AUDITOR’S REPORT

To the Members of

SATYA MINERS & TRANSPORTERS LIMITED

Report on the Financial Statements for the F.Y. 2014-15

We have audited the accompanying financial statements of Satya Miners &

Transporters Limited (“the Company”) which comprise the Balance Sheet as at March

31, 2015 and the Statement of Profit and Loss for the year then ended and Cash Flow

Statement, and a summary of significant accounting policies and other explanatory

information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section

134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and

presentation of these Financial Statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance

with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding of the

assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that

give a true and fair view and are free from material misstatement, whether due to

fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our

audit.

We have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made there under.

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We conducted our audit in accordance with the Standards on Auditing specified under

Section 143(10) of the Act. Those Standards require that we comply with the ethical

requirements and plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts

and disclosures in the financial statements. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the Company’s

preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of

the accounting estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations

given to us, the financial statements give the information required by the Act in the

manner so required and give a true and fair view in conformity with the accounting

principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; and

b) in the case of the Profit and Loss Account, of the profit for the year ended on March 31, 2015;

c) In the case of the Cash Flow Statement for the year ended 31st March 2015.

EMPHASIS OF MATTERS

We draw attention to the following matters in the Notes to the financial statements:

a) As certified by the management and relied upon by us in the matter that no

lawsuits filed against the company.

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b) That the Company has accumulated losses at the end of the financial year

however it’s net worth has not been eroded. However, the Company’s current

liabilities do not exceed its current assets as at the balance sheet date.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

As required by Companies (Auditors Report) Order 2015 ('the order') issued by Central

Government of India in terms of subsection (11) of section 143 of the Act, we enclose

in the annexure a statement on the matters specified in paragraphs 3 & 4 of the said

order to the extent applicable.

As required by section 143(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the

Company so far as appears from our examination of those books

c) The Standalone Balance Sheet, Standalone Statement of Profit and Loss and

Standalone Statement of Cash Flow dealt with by this Report are in agreement

with the books of account.

d) In our opinion, the aforesaid Standalone financial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st

March, 2015 taken on record by the Board of Directors, none of the directors is

disqualified as on 31st March, 2015 from being appointed as a director in terms of

Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in

our opinion and to the best of our information and according to the explanations

given to us:

1. The Company does not have any pending litigations which would impact

its financial position.

2. The Company do not have any long-term contracts including derivative

contracts for which there were any material foreseeable losses.

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3. There were no amounts which were required to be transferred to the

Investor Education and Protection Fund by the Company.

For S.R.AGARWALA & ASSOCIATES

Chartered Accountants

FRN No.:- 309065E

Place: Kolkata

Dated: 30/05/2015 Sd/-

(S.R.AGARWALA)

Mem. No: - 015986

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The Annexure referred to in paragraph of the Our Report of even date to the

members of Satya Miners & Transporters Limited on the accounts of the

company for the year ended 31st March, 2015.

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the fixed assets have been physically verified by the management during

the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed no material discrepancies were notices on such verification.

2. The company had not any inventory during the year, hence this clause is not

applicable to it. 3. The company has not granted any secured/unsecured loans to parties covered

in the Register maintained under section 189 of the companies Act. Accordingly this clause is not applicable.

4. In our opinion and according to the information and explanations given to us,

there in an adequate internal control system commensurate with the size of the company and the nature of its business.

Further on the basis of our examinations and according to the information and

explanations given to us we have neither come across not have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. The Company has not accepted any deposits from the public. In our opinion and

according to the information and explanations given to us the, directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, to the extent applicable have been complied with.

6. According to the information and explanations given to us, the company is not

required for the maintenance of cost records which has been prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act,

2013. Hence this clause is not applicable to it. 7. a) According to the records examined by us, the company is regular in depositing

undisputed statutory dues with appropriate authorities including Income Tax, Wealth Tax, Service Tax, Cess and any other Statutory dues applicable to it.

As informed to us provisions relating to Provident Fund, Employees State

Insurance, Sales Tax, Custom Duty, Value Added Tax and Excise Duty are not applicable to it.

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Further there were no outstanding dues at the yearend for a period of more than Six Months from the date they become payable.

b) According to the information and explanations given to us, no disputed

amount is pending before any forum of the above mentioned statutory dues. c) According to the information and explanation given to us, the company is not

required to transfer any amount to the investor education protection fund in accordance with the relevant provisions of the Companies Act, and rules made there under has been transferred to such fund within time.

8. The Company has accumulated loss at the end of the financial year which is not

more than fifty percent of its net worth and it has not incurred cash loss during the current financial year and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanations

given by the management, the company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

10. According to the information and explanations given to us by the management,

the company has not given any guarantee for loans taken by others from bank or financial institution.

11. The Company has not obtained any term loans. Accordingly this clause of the

Order is not applicable. 12. Based upon audit procedures performed for the purpose of reporting the true

and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit.

For S.R.AGARWALA & ASSOCIATES Chartered Accountants

FRN No: - 309065E Place: Kolkata Dated: 30/05/2015

Sd/- (S.R.AGARWALA) Mem No: - 015986

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Note

EQUITY & LIABILITIES

Shareholders' Funds

(a) Share Capital 2 545,45,000 545,45,000

(b) Reserves & Surplus 3 176,06,603 721,51,603 175,41,480 720,86,480

Deferred Tax Liabilities (Net) 1,553 1,553

Current Liabilities

(a) Trade Payables 4 2,30,409 2,47,881

(b) Other current Liabilities 5 - 52,50,000

© Short term provisions 6 1,42,523 3,72,932 1,42,523 56,40,404

TOTAL 725,26,088 777,28,437

ASSETS

Non-Current Assets

(a) Fixed assets

Tangible assets 7 5,242 14,228

(b) Non-Current Investments 8 - 172,30,434

(c) Other Non-current Assets 9 1,31,321 1,36,563 1,64,151 174,08,813

Current Assets

(a) Cash and Cash equivalents 10 7,93,651 19,64,249

(b) Short-term Loans and Advances 11 510,08,794 579,05,935

(c) Other Current Assets 12 205,87,080 723,89,525 4,49,440 603,19,624

TOTAL 725,26,088 777,28,437

Significant Accounting Policies 1

Notes to Accounts 18

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board

For S.R.AGARWALA & ASSOCIATES

Firm Registration No.: 309065E

Chartered Accountants Sd/- Sd/-

Sd/-

(Director)

S.R.AGARWALA

Proprietor

M. No. 015986

Place : Kolkata

Figures as at the end of current

reporting period

Figures as at the end of the

previous reporting period

Dated : 30.05.2015

SATYA MINERS & TRANSPORTERS LIMITED

Balance Sheet as at 31st

March, 2015

Ananda Halder

(Managing Director)

Amit Shaw

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NoteFigures as at the

end of current

reporting period

Figures as at the

end of the

previous reporting

period

I. Revenue from Operations 13 9,50,084 542,89,991

II. Other Income 14 1,45,662 3,271

III. Total Revenue 10,95,746 542,93,262

IV. Expenses:

(a) Purchase of Shares - 534,98,651

(b) 15 3,60,000 2,20,000

(c) Depreciation 8,986 8,772

(d) Other expenses 16 6,32,314 4,80,563

Total expenses 10,01,300 542,07,986

V. Profit before Tax (III - IV) 94,446 85,276

VI. Tax Expenses

(a) Current Tax 29,324 78,430

(b) Deferred Tax - 1,553

© For earlier years - 1,185

VII. Profit/(Loss) for the Year (V - VI) 65,122 4,108

VII. Earning per Equity Share ( nominal value of share Rs.10/- each)17

(a) Basic 0.01 0.00

(b) Diluted 0.01 0.00

Significant Accounting Policies 1

Notes to Accounts 18

The accompanying notes are an integral part of the financial statements

As per our report of even date For and on behalf of the Board

For S.R.AGARWALA & ASSOCIATES

Firm Registration No.: 309065E

Chartered Accountants

Sd/-

S.R.AGARWALA

Proprietor

M. No. 015986

Place : Kolkata

Dated : 30.05.2015

SATYA MINERS & TRANSPORTERS LIMITED

Statement of Profit and Loss for the year ended 31st March 2015

Ananda Halder

(Managing Director)

Employee Benefits Expenses

Amit Shaw

(Director)

Sd/- Sd/-

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1. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) before Tax (a) 94,446 85,276

Add :

Depreciation 8,986 8,772

Contingency provision for standard assets - 9,440

Dividend Received (3,814) (2,996)

Preliminary expenses written off 1,45,190 1,67,077

Sub Total - (b) 1,50,362 1,82,293

Operating Profit before Working Capital Changes (a+b) 2,44,808 2,67,569

Adjustments for :

(Increase) / Decrease in Short term Loans & advances 68,97,141 (37,71,000)

(Increase) / Decrease in trade receivables - 56,10,000

(Increase) / Decrease in other current assets (202,50,000) (5,61,800)

Increase/ ( Decrease ) in trade payables 2,30,409 (55,83,572)

Increase/ ( Decrease ) in other Liabilities (52,50,000) (183,72,450) 52,50,000 9,43,628

Cash generated from/(used in) operations (181,27,642) 12,11,197

Direct taxes paid/adjusted (net of refund) (7,88,548) (7,87,384)

Net Cash flow from Operating Activities A (189,16,190) 4,23,813

2. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets - (23,000)

Proceeds from sale/(purchase) of non current Investment -

Dividend Received 2,996

Additional Compensation on acquisition of Fixed Assets 172,30,434 602,64,606

Net Cash flow from Investing Activities B 172,30,434 (20,004)

3. CASH FLOW FROM FINANCING ACTIVITIES

Issue of Share Capital on prefencial Basis - -

Share issue expenses - -

Preliminary Expenses - -

Net Cash from Financing Activities C - -

Net Increase in Cash/Cash Equivalent (A+B+C) (16,85,756) 4,03,809

Cash/Cash Equivalents (Opening) 19,64,249 15,60,441

Cash/Cash Equivalents (Closing) 2,78,494 19,64,250

Note :

1

2 Components of cash and cash equivalents

Figures as at the

end of current

reporting period

Figures as at the

end of the previous

reporting period Cash in Hand 7,27,846 9,81,233

Cash at Bank 65,805 9,83,016

7,93,651 19,64,249

As per our report of even date For and on behalf of the Board

For S.R.AGARWALA & ASSOCIATES

Firm Registration No.: 309065E

Chartered Accountants Sd/-

Sd/- Amit Shaw(Director)

S.R.AGARWALAProprietor

M. No. 015986

Place : Kolkata

Dated : 30.05.2015

Ananda Halder

(Managing Director)

The above cash flow statement has been prepared under the indirect Method as set out in the Accounting Standard

- 3 on Cash Flow Statements

SATYA MINERS & TRANSPORTERS LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH , 2015

Figures as at the end of

current reporting period

Figures as at the end of the

previous reporting period

Rs Rs

Sd/-

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1. Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements

1.2 Revenue Recognistion

1.3 Investments

1.4 Taxes on Income

1.5 Provisions, Contingent Liabilities and Contingent Assets

1.6 Inventories

Inventories of shares are valued at cost computed on FIFO Basis or fair value, which ever is lower.

1.7 Earnings per share

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of

past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in

the Notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

(A) Earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders, by the weighted

average number of equity shares outstanding during the year.

(B) For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and

weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

Provision for Income Tax is made on the basis of estimated taxable income for the period at current rates. Tax expense comprises both

Current Tax and Deferred Tax at the applicable enacted or substantively enacted rates. Current Tax represents the amount of Income

Tax payable/ recoverable in respect of taxable income/ loss for the reporting period. Deferred Tax represents the effect of timing

The Financial Statements have been prepared in confirmity with generally accepted accounting principles to comply with the notified

Income and expenditure are accounted for on accrual basis . Interest income is recognized on a time proportion basis taking into

account the amount outstanding and the rate applicable. Dividend income is recognized when the shareholder’s right to receive

payment is established by the balance sheet date.

Long-term Investments are carried at acquisition cost. Investments intended to be held for less than one year are classified as 'Current

Investments' and carried at lower of cost and net realizable value. Provision for diminution in value is made if the decline in value is

other than temporary in nature in the opinion of the management.

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1.8 Fixed Assets

1.9 Depreciation

1.10 Impairment of Assets

1.11 Deferred Tax

  In a case of impairment, if any, depreciation is provided on the revised carrying amount of the assets over their remaining useful

life.

The carrying amounts of assets are reviewed at each balance sheet date to determine whether there is any indication of

impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds

its recoverable amount which represents the greater of the net selling price and ‘value in use’ of the assets. The estimated future

cash flows considered for determining the value in use, are discounted to their present value at the weighted average cost of

capital.

After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life.

Deferred Tax resulting from “timing difference” between book and taxable profit is accounted for using the tax rates and laws that

have been enacted or substantially enacted as on the Balance Sheet date. The Deferred Tax Asset is recognized and carried

forward only to the extent that there is a reasonable certainty that the assets will be realized in future.

Fixed assets are stated at cost less accumulated depreciation and impairment, if any. Cost comprises the purchase price inclusive of

duties, taxes, and incidental expenses upto the date, the asset is ready for its intended use

  Depreciation on Fixed Assets is provided on Written down value Method at the rates specified in Schedule II of the Companies

Act, 2013.

  Depreciation on fixed assets added/disposed off during the year, is provided on pro-rata basis with reference to the date of

addition/disposal.

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Figures as at the

end of current

reporting period

Figures as at

the end of the

previous

reporting period

2. Share Capital Rs Rs

a) Capital Structure

Authorised

54,54,500 Equity Shares of Rs 10/- each. 545,45,000 545,45,000

20,000 10% Non-Cumulative Preference 20,00,000 20,00,000

Shares of Rs 100/- each.

565,45,000 565,45,000

Issued, Subscribed and Fully Paid Up

54,54,500 Equity Shares of Rs. 10/- each. 545,45,000 - 545,45,000

545,45,000 545,45,000

b) Share Capital Reconciliation

Equity Shares

Nos. Amount Nos. Amount

Opening balance 54,54,500 545,45,000 54,54,500 545,45,000

Issued during the period - - - -

Closing Balance 54,54,500 545,45,000 54,54,500 545,45,000

c) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date

No. of shares % holding No. of shares % holding

Neelam Sonthalia 3,50,000 6.42% - 0.00%

d) Terms/rights attached to equity shares

31 March 2015 31 March 2014

The Company has only one class of equity shares having a par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote

per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the subsequent

Annual General Meeting. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining

assets of the Company after distributions of all preferential amount. The distributions will be in proportion to the number of equity

shares held by the shareholders; and any other right as the Memorandum and Articles of Association of the Company may prescribe in

relation to the aforesaid equity shares of the Company.

31 March 2015 31 March 2014

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3. Reserves & Surplus

Figures as at the

end of current

reporting period

Figures as at

the end of the

previous

reporting period

Rs Rs

A Capital Reserve on Amalgamation

Opening 61,78,586 61,78,586.00

Increased during the year - -

Closing 61,78,586 61,78,586

B Statutory Reserve Fund

Balance b/f 100,17,822 100,17,000

Add : Transferred during the year 13,000 822

Balance c/f 100,30,822 100,17,822

C Surplus/(Deficit) in the Statement of Profit & Loss

Opening balance 13,45,073 13,41,786

Add: Profit/(Loss) for the year 65,122 4,109

Less: Transfer to Reserve Fund during the year 13,000 822

Net Surplus/(Deficit) at the end of the year 13,97,195 13,45,073

Total Reserves & Surplus 176,06,603 175,41,480

4. Trade PayablesTrade Payables

Others 2,30,409.00 2,47,881.00

2,30,409.00 2,47,881.00

5. Other Current LiabilitiesAdvances From Parties - 52,50,000

- 52,50,000

6. Short-term Provisions

Contingent Provision for Standard Assets 1,42,523 1,42,523

1,42,523 1,42,523

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NOTE - 7

FIXED ASSETS

DescriptionRate

As onAs on

UptoAdjustm

ent ForFor the

UptoAs on

As on

01.04.2014Addition

31.03.201531.03.2014

Companies Act 2013

year31.03.2015

31.03.201531.03.2014

TANGIBLE ASSETS

Laptop23,000

-

23,000

8,772

8,986

17,758

5,242

14,228

23,000

-

23,000

8,772

-

8,986

17,758

5,242

14,228

Total-

23,000

8,772

-

8,986

17,758

5,242

14,228

NOTES FORMING PART OF THE BALANCE SHEET AS AT

& STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST M

ARCH, 2015

Gross BlockDepreciation

Net Block

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8. Non-Current Investments Value Qty Amount (Rs)

Trade Investments

(a) Investment in Equity & Other Instruments (Quoted)

Bajaj Auto Ltd - 10 15 14,749

Goldman Sachs Gold Exchange Traded Scheme (Goldbees) - 100 26 78,870

HDFC Bank Ltd - 2 50 31,317

Hindustan Unilever Ltd - 1 50 26,563

Infosys Ltd - 5 10 14,321

JRI Industries & Infrastructure Ltd - 2 1,43,000 168,86,436

Larsen & Turbo Ltd - 2 50 71,450

L & T Finance Holdings Ltd - 10 250 18,140

Mcdowell Holdings Ltd - 10 17 31,272

Petronet Lng Ltd - 10 200 28,435

State Bank of India - 10 5 11,051

Tata Global Beverages Ltd - 1 100 17,830

Total of Non-Current Investments - 172,30,434

Details of Non-Current Investments

Aggregate of quoted Investments - 172,30,434

Market Value of Quoted Investments - 31,89,135

Figures as at the

end of current

reporting period

Figures as at

the end of the

previous

reporting period

Rs Rs

9. Other Non-current Assets

Preliminary Expenses 1,31,321 1,64,151

1,31,321 1,64,151

10. Cash and Cash Equivalents

Cash in hand 7,27,846 9,81,233

Balances with Banks in Current Account 65,805 9,83,016

7,93,651 19,64,249

11. Short-term Loans and Advances (Unsecured, considered good)

Loans and advances to

Others 500,56,284 570,09,202

Others

Balance with Income Tax Authorities (net of provisions) 7,88,548 7,32,771

Security Deposit 1,63,962 1,63,962

510,08,794 577,41,973

12. Other Current Assets

A Preliminary Expenses 3,37,080 4,49,440

3,37,080 4,49,440

B Other Current Investments

Trade Investments

Investments in Equity Instruments (Unquoted at cost)

(fully paid-up; FV Rs 10 each, unless otherwise stated)

Crystal Dealmark Pvt. Ltd. 10,900 109,00,000 -

Twister Vincom Pvt Ltd 9,350 93,50,000 -

Total of Current Investments 20,250 202,50,000 -

Details of Current Investments

Aggregate of Unquoted Investments 202,50,000 -

Details of Other Current Investments 205,87,080

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Figures as at the

end of current

reporting period

Figures as at

the end of the

previous

reporting period

Rs Rs

13. Revenue from Operation

Sale of Shares - 497,96,078

Interest on Loan 44,65,082 42,94,000

Income / Loss from Securities dealings (35,14,998) 1,99,913

9,50,084 542,89,991

14. Other Income

Net gain/(loss) on sale of current / non-current Investment 1,41,848 -

Dividend Income 3,814 2,996

Misc Income - 275

1,45,662 3,271

15. Employee Benefits Expenses

Salaries, Bonus & Allowances 2,60,000 1,00,000

Remuneration to Managing Director-Salary 1,00,000 1,20,000

3,60,000 2,20,000

16. Other ExpensesAdvertisement Expenses 18,628 5,058

Auditors' Remuneration

Audit Fees 25,000 20,000

Certification & Other matters 500 -

Service Tax & Cess - 2,472

Bank Charges 2,090 3,828

Filling Fess 2,400 2,500

Legal & Professional Charges 16,250 750

Professional Tax - 11,700

Listing, Registrar & Depository Expenses 2,64,995 95,163

Office Expenses 42,687 30,450

Demat Charges 2,078 45

RTA Expenses 21,910 13,483

Postage and Courier charges 19,088 9,370

Preliminary Expenses Written Off 1,45,190 1,67,077

Printing & Stationery expenses 40,960 29,725

Provision for Standard Assets - 9,440

Travelling & Conveyance 23,140 20,825

Webdesigning Expenses 5,254 22,754

Security Transaction Tax - 12,749

Share Transaction Charges 2,144 23,174

6,32,314 4,80,563

17. Earning per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations:

31 March, 2015 31 March, 2014

Net Profit / (Loss) attributable to equity shareholders 65,122 4,108

Weighted average number of equity shares in calculating EPS 54,54,500 54,54,500

Nominal value of Equity Shares 10 10

Closing No. of Shares 54,54,500 -

Basic & Diluted EPS 0.01 0.00

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18. Notes to Accounts :

a) Segment Reporting

b) Related Party Disclosures

1

(ii) Transactions with related parties during the period:

Sl.

No.

31.03.2015 31.03.2014

1 Director's Remuneration 1,00,000.00 1,20,000

c) Accounting for Taxes on Income

d) Details of dues to micro and small enterprises as defined under the MSMED Act,2006

The Company is predominantly engaged in the business of financial activities and is a 'Single Segment' Company.

As per Accounting Standard 18 ‘Related Party Disclosures’, the disclosure of transactions with related parties are given below:

(i) Names of the related parties and description of relationship

Key Management Personnel (KMP):

There was no Related party transaction during the year to see disclose in term of AS - 18.

Key Management Personnel

As availability of future taxable income is not certain, on consideration of prudence, provision for deferred tax assets is not made in term of AS 22,

On the basis of information available with the Company under the Micro, Small and Medium Enterprises Development Act, 2006, there are no Enterprises to

whom the Company owes dues which are outstanding at year end. This has been relied upon by the Auditors.

Shri Ananda Halder - Managing Director

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SATYA MINERS & TRANSPORTERS LIMITED

Annual Report 2014-2015

2015

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As per our report of even date

For S.R.AGARWALA & ASSOCIATES

Firm Registration No.: 309065E

Chartered Accountants

(Managing Director)

Sd/-

S.R.AGARWALA

Proprietor

M. No. 015986 (Director)

Place : Kolkata

i) There are no outstanding contract of future & option which has not been squared off as on the date of Balance Sheet.

Ananda Halder

Amit Shaw

Sd/-

Dated : 30.05.2015

j) Previous year figures have been recast/reclassified wherever appropriate to confirm to current year's presentation as per revised Schedule III notified

under the Companies Act, 2013.

k) All the figures in these notes are in 'Rs' except otherwise stated.

For and on behalf of the Board

Sd/-

h)No provision has been made on account of leave salary as there are no leave to the credit of employees as at the end of the year.

e) Particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve

Bank) Directions, 2007 are given by way of an Annexure to the financial statements.

f)The management has assessed that there is no impairment of Fixed Assets requiring provision in the Accounts. Accordingly, there is no debit

to the Statement of Profit & Loss for the impairment of Assets.

g)No provision has been made on account of gratuity as none of the employees have put in completed years of service as required by the

payment of gratuity act.

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Annual Report 2014-2015

2015

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SATYA MINERS & TRANSPORTERS LIMITED

CIN: L65993WB1975PLC170911

Registered Office: ‘, Global Business Hub, Room No. G-20, Rani Roshmoni Road,

Kolkata – 700013 Tel.: 033-32902535 E-mail: [email protected]

ATTENDANCE SLIP

40TH ANNUAL GENERAL MEETING ON 30TH SEPTEMBER, 2015

Registered Folio

No/

DP ID & Client Id*

Name and Address

of the

Shareholder(s)

Name of joint

holders, if any

No. of Shares held

*Applicable to shareholders holding shares in electronic form.

I/We hereby record my/our presence at the 40th Annual General Meeting of Satya Miners &

Transporters Limited held on Wednesday, 30th September, 2015 at 11.00a.m. at ‘Global

Business Hub, Room No. G-20,7A, Rani Roshmoni Road Kolkata – 700013

---------------------------------- ----------------------------

Member’s/Proxy Name in Block Letter Member’s/Proxy’s Signature

Notes: 1. Members/Proxy holders are requested to bring this slip with them when they come to

the meeting and hand it over at the entrance of the Meeting Hall duly signed.

2. The electronic voting particulars are set out below:

EVSN

(Remote e-voting Sequence Number)

USER ID PASSWORD

Please refer to the attached AGM Notice for instructions on remote e-voting

Remote e-voting facility is available during the following voting period:

Commencement of Remote e-voting End of Remote e-voting

September 27, 2015 from 9.00 am September 29, 2015 till 5.00 pm

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SATYA MINERS & TRANSPORTERS LIMITED

Annual Report 2014-2015

2015

64

SATYA MINERS &TRANSPORTERS LIMITED

CIN: L65993WB1975PLC170911 Registered Office: Global Business Hub, Rani Roshmoni Road,

Kolkata-700013 Phone No. 033-32902535 E-mail: [email protected]

40TH ANNUAL GENERAL MEETING ON 30TH SEPTEMBER, 2015

MGT- 11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management

& Administration) Rules, 2014]

Name of the Member (s):

Registered address:

E-mail Id:

Folio No./Client Id*:

DP ID*:

*Applicable to shareholders holding shares in electronic form.

I/We, being the member(s) of ………………………….. Shares of the above named Company, hereby appoint:

1. Name:

Address:

E-mail ID: Signature: …………………….or failing him;

2. Name:

Address:

E-mail ID: Signature: …............ or failing him;

3. Name:

Address:

E-mail ID: Signature: … ……………... ...................

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 40th Annual

General Meeting of Satya Miners & Transporter Limited to be held on Wednesday, 30th September, 2015

at 11:00 AM at Global Business Hub, Rani Roshmoni Road, Kolkata – 700012 and at any adjournment

thereof in respect of resolutions as are indicated below:

Resolution No. Resolution Proposed

1 Ordinary Resolution to receive, consider and adopt the audited financial statements of the

company for the financial year ended 31st March, 2015, including the audited Balance Sheet as at

31st March, 2015, the statement of Profit and Loss for the year ended on that date and reports of

the Board of Directors’ and Auditors’ thereon.

2 Ordinary Resolution for appointment of Director in place of Mr. Maloy Mohanta (DIN: 01833167)

who retires by rotation and being eligible, offer herself for re-appointment.

3 Ordinary Resolution to appoint S. R. Agarwala & Associates, Chartered Accountants, FRN No.:

309065E, Kolkata, as Statutory Auditors.

4 Re-appointment of Mr. Shankar Prakash Bhagat (DIN: 01359807 ) as an Independent Director

5 Re-appointment of Mr Anil Chandulal Mistry (DIN: 00059558) as an Independent Director

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2015

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Signed this ……………………………………………………...……day of ……………………………………………………...2015 Signature of the Shareholder ………………………….……………………………………….. Signature of Proxy holder(s) …………………………………………………………………….

Note: This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not later than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp