satya miners and transporters limited · 2013-12-19 · satya miners and transporters ltd 3 section...

INFORMATION MEMORANDUM

Dated: October 31, 2013

Satya Miners and Transporters Limited

The Company was originally incorporated on December 12, 1975 under the Companies Act, 1956 as "Satya Investments Limited" in the state of West Bengal. Subsequently the name of the Company was changed to "Satya Miners & Transporters Limited" pursuant to a fresh certificate of incorporation

dated 2nd July, 1986 issued by the Registrar of Companies, West Bengal and the Corporate Identification Number (CIN) of the Company is L65993WB1975PLC170911.

Regd. Office: Chamber No. A, Room No. 103, 1st Floor, 155, Lenin Sarani, Kolkata-700013,

Telefax: 033-32217539, Email ID: [email protected], Website: www.satyaminers.com

Contact Person: Ruchi Bhotika, Company Secretary; Telefax: 033-32217539, Email ID:

[email protected]

INFORMATION MEMORANDUM FOR LISTING OF 54,54,500 EQUITY SHARES OF

RS.10/-EACH FULLY PAID UP

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not

invest in the equity shares of Satya Miners & Transporters Limited unless they can afford to take the

risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking

an investment decision in the shares of Satya Miners & Transporters Limited. For taking an

investment decision, investors must rely on their own examination of the Company including the risks

involved.

ABSOLUTE RESPONSIBILITY OF SATYA MINERS & TRANPORTERS LIMITED

Satya Miners & Transporters Limited having made all reasonable inquiries, accepts responsibility for,

and confirms that this Information Memorandum contains all information with regard to Satya Miners

& Transporters Limited, which is material, that the information contained in the Information

Memorandum is true and correct in all material aspects and is not misleading in any material respect,

that the opinions and intentions expressed herein are honestly held and that there are no other facts,

the omission of which makes this Information Memorandum as a whole or any of such information or

the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of Satya Miners & Transporters Limited which are listed on the Calcutta Stock

Exchange Limited are proposed to be listed and traded on BSE Limited.

REGISTRAR & SHARE TRANSFER AGENT

MAHESHWARI DATAMATICS PRIVATE LIMITED

6, Mango lane, 2nd Floor, Kolkata-700001

Tel.: 033 2243 5029/2248 2248, Fax: 033 2248 4787

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

mailto:[email protected]

http://www.satyaminers.com/



http://www.mdpl.in/

TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS 01

II. GENERAL 03

Presentation Of Financial, Industry And Market Data 03

Forward Looking Statements 04

III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 05

IV. INTRODUCTION 06

Summary of Business 06

Summary of Financial Information 08

General Information 11

Capital Structure 14

Disclosures 21

V. ABOUT THE COMPANY 22

Our History and certain Corporate Matters 22

Our Management 24

Our Promoters 25

Corporate Governance Report 26

Management Discussion and Analysis 30

VI. FINANCIAL INFORMATION 31

Report of the Statutory Auditors, M/s MAROTI & ASSOCIATES, Chartered

Accountant

32

Financial Statements 36

VII. OUTSTANDING LITIGATIONS 57

VIII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 58

IX. OTHER INFORMATION 65

Material Contracts And Documents For Inspection 66

Declaration 66

Satya Miners and Transporters Ltd

1

SECTION I - DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise requires, in the Information Memorandum, all references to “SATYA”,

“Satya Miners”, “we”, “us”, “our” and “the Company” are to Satya Miners and Transporters Limited.

Term Description

“The Company” or “Satya” or “Satya

Miners” or “we” or “us” or “our”

Satya Miners and Transporters Limited having its

registered Office at Chamber No. A, Room No. 103,

1st Floor, 155, Lenin Sarani, Kolkata-700013

AOA/Articles/Articles of Association Article of Association of the Company, as amended

from time to time, unless the context otherwise

specifies

Auditors / Statutory Auditors The Statutory Auditors of the Company, M/s

MAROTI & ASSOCIATES, Chartered Accountant.

Banker(s) to the Company The Bankers of the Company, Lakshmi Vilas Bank,

Kolkata, West Bengal.

Board of Directors/ Board/ Directors The board of directors of the Company or a committee

constituted thereof, unless the context otherwise

specifies

BSE / Bombay Stock Exchange Limited BSE Limited

Director(s) The director(s) of the Company, unless otherwise

specified.

Equity Shares Equity shares of the Company of face value of Rs. 10

each, fully paid up, unless otherwise specified in the

context thereof

Information Memorandum This document as filed with the Stock Exchanges is

known as and referred to as the Information

Memorandum

Memorandum/ Memorandum of

Association

The Memorandum of Association of Satya Miners &

Transporters Limited

Promoters The promoters of the Company.

Promoter Group Includes such persons and entities constituting our

promoter group in terms of Regulation 2 (1)(zb) of the

SEBI ICDR Regulations

Registered Office The registered office of the Company at Chamber No.

A, Room No. 103, 1st Floor, 155, Lenin Sarani,

Kolkata-700013

Registrar/ Registrar & Share Transfer

Agent

The Registrar & Share Transfer Agent of the

Company, Maheshwari Datamatics Private Limited

Abbreviations

Term Description

Act or Companies Act The Companies Act, 1956, as amended from time to

time

AGM Annual General Meeting

AS Accounting Standards issued by the Institute of

Chartered Accountants of India

AY Assessment Year

BIFR Board for Industrial and Financial Reconstruction

CG Central government

CIN Corporate Identification Number


2

CDSL Central Depository Services (India) Limited

CSE The Calcutta Stock Exchange Limited

Depositories NSDL and CDSL

Depositories Act The Depositories Act, 1996 as amended from time to

time

DP/ Depository Participant A depository participant as defined under the

Depositories Act, 1996

EBITDA Earnings Before Interest, Tax, Depreciation and

Amortisation

EGM Extraordinary General Meeting

EPS Earnings per Equity Share

Financial year/fiscal/ FY Period of twelve months ended March 31 of that

particular year, unless otherwise stated

HUF Hindu Undivided Family

I. T. Act The Income-tax Act, 1961, as amended from time to

time, except as stated otherwise

Indian GAAP Generally Accepted Accounting Principles in India

Listing Agreement Listing agreement entered into by the Company with

the Stock Exchanges

NA Not Applicable

NAV Net Asset Value being paid up equity share capital plus

free reserves (excluding reserves created out of

revaluation) less deferred expenditure not written off

(including miscellaneous expenses not written off) and

debit balance of Profit and Loss account, divided by

number of issued Equity Shares

NSDL National Securities Depository Limited

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number allotted under the Income

Tax Act, 1961

PAT Profit after tax

PBT Profit before tax

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended

from time to time

RoC Registrar of Companies, West Bengal

Rs. Indian Rupees

RSE Designated Regional Stock Exchange

SCRA Securities Contracts (Regulation) Act, 1956, as

amended from time to time

SCRR Securities Contracts (Regulation) Rules, 1957, as


SEBI The Securities and Exchange Board of India

constituted under the SEBI Act, 1992, as amended

from time to time

SEBI Act Securities and Exchange Board of India Act 1992, as


SEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2009 including instructions and

clarifications issued by SEBI from time to time.

State Government The government of a state of the Union of India

UIN Unique Identification Number


3

SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references to “India” in this

Information Memorandum are to the Republic of India, together with its territories and possessions.

Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers to

Satya Miners and Transporters Limited.

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is derived from our

financial statements prepared in accordance with the Generally Accepted Accounting Principles in

India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included

elsewhere in this Information Memorandum.

The financial year commences on April 1 and ends on March 31, so all references to a particular

financial year are to the twelve-month period ended March 31 of that year. In this Information

Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are

due to rounding off.

Currency of Presentation

All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic of

India.

Industry and Market Data

Unless stated otherwise, industry data and the market data used throughout this Information

Memorandum have been obtained from industry publications, websites and other authenticated

published data. Industry publications generally state that the information contained in those

publications has been obtained from sources believed to be reliable but that their accuracy and

completeness are not guaranteed and their reliability cannot be assured. Although, the Company

believes that industry data used in this Information Memorandum is reliable, it has not been

independently verified. Similarly, internal company reports, while believed by us to be reliable, have

not been verified by any independent sources.

The extent to which the market and industry data used in this Information Memorandum is

meaningful depends on the readers familiarity with the understanding of the methodologies used in

compiling such data. There are no standard valuation methodologies or accounting policies in the said

industry in India and methodologies and assumptions may vary widely among different industry

sources.


4

FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will

likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,

“contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue”

and similar expressions or variations of such expressions, that are forward-looking statements. All

forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual

results to differ materially from those contemplated by the relevant forward-looking statement.

All forward looking statements are subject to risks, uncertainties and assumptions that could cause

actual results to differ materially from those contemplated by the relevant forward looking statement.

Important factors that could cause actual results to differ materially from our expectations include,

among others: -

• General economic and business conditions in India and other countries.

• Our ability to successfully implement our strategy, our growth and expansion, our exposure to

market risks that have an impact on our business activities or investments.

• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated

turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.

• The performance of the financial markets in India and globally, changes in domestic and

foreign laws, regulations and taxes and changes in competition in our industry.

• Changes in the value of the Rupee and other currencies.

• The occurrence of natural disasters or calamities.

• Change in political and social conditions in India.

• The Loss or shutdown of operations of the Company at any time due to strike.

• The Loss of our key employees and Staff.

• Our ability to respond to technological changes. Absolute Responsibility of Satya Miners and Transporters Limited

Satya Miners and Transporters Limited having made all reasonable inquiries, accepts responsibility

for, and confirms that this Information Memorandum contains all information with regard to the

Company, which is material, that the information contained in the Information Memorandum is true

and correct in all material aspects and is not misleading in any material respect, that the opinions and

intentions expressed herein are honestly held and that there are no other facts, the omission of which

makes this Information Memorandum as a whole or any of such information or the expression of any

such opinions are intentions misleading in any material respect.


5

SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

Risk Factors

The Company being a Non-Banking Financial Company (NBFC) is currently engaged in the financial

activities. The business of the Company largely depends on the policies framed by the Reserve Bank

of India, Ministry of Finance as well as Global volatility in the financial market.

Recession in the economies of the abroad countries affects the economy of India which further results

in the Financial Market performance. Our business is dependent on the performance of the Securities

Market viz; Primary as well as Secondary Market in India, and our operations could be adversely

affected if market conditions deteriorate.

Any adverse trend in the industry, adverse trends in domestic/global business environment will have

adverse impact on the performance of the Company.

Any adverse changes in political and economic environment in India will have negative impact on

business and performance of the Company.

Changes in government policies national or state wise will have adverse consequences on the business

of the Company.

Management Perception

The Company, at present follows such rules, regulations and guidelines as may be applicable to a

NBFC. It follows and regularly complies with the guidelines issued by RBI from time to time and will

always strive to take due care to follow the same. Thus the applicability of such laws will have limited

consequences upon business and performance of the Company.

The Company follows a systematic process for planning and implementation of its strategies. The

Company is exposed to specific risks that are particular to its business and the environment within

which it operates. The measurement, monitoring management of risk remains key focus areas for the

company.

The Company has in built balancing business strategy/approach so as to ensure minimum effect on the

business of the company in the adverse situations of political, economic scenario and government

policies.


6

SECTION IV - INTRODUCTION

SUMMARY OF BUSINESS

In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to

the Company.

OVERVIEW

The Company was incorporated on December 12, 1975 under the Companies Act, 1956 as "Satya

Investments Limited" in the state of West Bengal. Subsequently the name of the Company was

changed to "Satya Miners & Transporters Limited" pursuant to a fresh certificate of incorporation

dated July 02, 1986 issued by the Registrar of Companies, West Bengal. The Corporate Identification

Number (CIN) of the Company is L65993WB1975PLC170911. The Registered Office of the

Company is situated at Chamber No. A, Room No.103, 1st Floor, 155, Lenin Sarani, Kolkata-700013.

the Company made an Initial Public Offering of Shares in the year 1976. The shares of the Company

are listed on Calcutta Stock Exchange Limited.

Four Companies namely Swadha Investment Co. Limited, Guha Mozumdar Housing Finance Co.

Limited, Epic Mercantiles Limited and Eik River Ceramics Limited amalgamated with the Company

in 2007. Lions Commercial Co. Limited amalgamated with the Company in 2009.

The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and is

mainly engaged in financing and investment activities as its principal business. The Equity share of

the Company is listed on Calcutta Stock Exchange.

Company‟s major activities are carried out at its Kolkata offices.

Existing and proposed activities of the Company are within the scope of the Object Clause of our

Memorandum of Association.


7

AREAS OF NBFC ACTIVITY OF THE COMPANY The Company is mainly operating under two areas:

a) Investment:

The company is mainly into investing in and acquiring and holding

shares, stocks, debentures, debenture stocks, bonds, warrants, obligations/and/or

other securities issued or guaranteed by any company constituted or carrying on

business in India and/or by any Government, state, public body-or authority.

It is also into acquisition of shares, stocks, debentures, debenture stocks, bonds,

warrants, obligations and/or other securities, by original subscription,

participation in- syndicates, tender, purchase, exchange or otherwise and to

subscribe the same, either conditionally or otherwise, and to exercise and powers

conferred by or incidental to the ownership thereof.

b) Loans & Advances:

The Company is also engaged in the business of financing, assisting,

aiding, helping, supporting, promoting companies, firms, businesses, associations,

concerns, corporations, partnership, individual or organization in the setting up,

running, working, functioning, managing, conducting, operating of any

commerce, industry, trade, business, profession etc. through loans and advances .

As part of its strategy to expand business from this segment, it also advances

deposits or lends money against securities and properties to or with any company,

firm, person or association on such terms as may be determined, from time to

time, and to lend and negotiate loans and every description and to transact

business as financiers.meLoans & Advances

Loans & Advances

Major Area of Operations

Investments Loans & Advances

Investment

Private Companies

Shares Debentures

Public Companies

Shares Debentures Mutual Fund Units if

listed Company

Loans & Advances

Company Firm Corporation Individual


8

SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financial

statements as of and for the financial year 2013, 2012 and 2011. These financial statements have been

prepared in accordance with the Indian GAAP and the Companies Act, 1956. The summary of

financial information presented below should be read in conjunction with the financial statements, the

notes and annexures thereto on page no 34.

Summary Statement of Assets and Liabilities

(Rs. In Lacs)

Particulars As at 31 March

2013 2012 2011

Non-current assets

Fixed Assets

Gross Block - - -

Less: Deprecation - - -

Net Block - - -

Non-Current Investment 172.30 689.29 597.56

Other Non-Current Assets 1.64 - -

Total 173.94 689.29 597.56

Current Assets

Sundry Debtors 56.10 3.41 -

Cash & Bank Balance 15.60 20.68 13.89

Loans & Advances 534.27 8.13 127.11

Other Current Assets 0.55 - -

Total 606.52 32.22 141.00

Liabilities & Provision

Secured Loans - - -

Unsecured Loans - - -

Current Liabilities & Provision 59.65 2.21 19.36

Total 59.65 2.21 19.36

Net Worth

Share Capital 545.45 21.82 21.82

Reserve & Surplus 175.37 697.48 697.38

Total 720.82 719.30 719.20


9

Summary Statement of Profit and Loss Account

(Rs. In Lacs)

Particulars For the year ended 31 March

2013 2012 2011

Income

Income from services/sales 84.51 3.54 64.79

Other Income 3.09 2.29 20.65

Total 87.60 5.83 85.44

Expenditure

Purchase 55.00 - -

Administrative & Other Exp. 10.16 2.87 14.52

Miscellaneous Adjustment - - -

Depreciation - - 0.03

Total 65.16 2.87 14.56

Profit before Exceptional items and tax 22.44 2.97 70.89

Exceptional Items (13.80) (2.12) -

Profit before tax 8.64 0.85 70.89

Provision for Taxes 7.12 0.75 17.00

Provision for tax - - -

Net Profit after tax 1.53 0.10 53.89

Earnings Per Share 0.20 0.05 24.69

Summary Statement of Cash Flow

(Rs. In Lacs)

Particulars For the year ended 31 March

2013 2012 2011

Cash flow from operating activities Net profit/loss before tax 8.64 0.85 70.88

Adjustment for:

Depreciation/Amortisation - - 0.03

Preliminary Expenses 0.55 - -

Additional Compensation on land (602.64) - -

Provision For standard assets 1.33 - -

(Profit)/loss on sale of investment (3.08) 1.19 2.56

(Profit)/loss on sale of fixed Assets - - (16.95)

(Profit)/loss on sale of non-current investment 616.44 - -

Dividend Received - (1.25) (2.82)

Operating Cash flows before working

Capital changes

21.23

0.79

53.70

Adjustment for:

Decrease/(Increase) in trade Receivables (52.69) (3.41) 2.88

Income tax refund receivable - - -


10

Decrease / (increase) in loans and advances and

other current assets

(532.38)

101.24

-

Increase /(decrease) in trade payables 56.10 (0.15) 0.01

Cash generated from / (used in) operating

activities before taxes

(507.74)

98.47

56.59

Direct taxes paid (0.87) (0.01) (16.92)

Sale of Flat & Shop - - 24.50

Net cash generated from /

(used in) operating activities [A]

(508.61)

98.46

64.17

Cash flows from investing activities

Purchase of Non-Current Investment (96.37) (92.93) (1214.82)

Disposal of Investment - - 643.51

Additional Compensation on acquisition Of

fixed assets

602.65

-

-

Change in loan & Advances - - 500.00

Dividend Received - 1.25 2.82

(Profit)/loss on sale of investment - - -

Interest received - - -

Net cash used in investing

activities [B]

506.28

(91.67)

(68.49)

Cash flows from financing

activities:

Preliminary Expenses (2.74) - -

Net cash generated from

/ (used in) financing activities [C]

(2.74)

-

-

Net increase / (decrease) in

cash and cash equivalents [A+B+C]

(5.07)

6.79

(4.32)

Cash and cash equivalents at the beginning of

the year / period

20.68

13.89

18.21

Cash and cash equivalents

at the end of the year / period

15.60

20.68

13.89

Total Cash and Cash Equivalent 15.60 20.68 13.89


11

GENERAL INFORMATION

The Company was originally incorporated on December 12, 1975 under the Companies Act, 1956 as

"Satya Investments Limited" in the state of West Bengal. Subsequently the name of the Company was


dated July 02, 1986 issued by the Registrar of Companies, West Bengal and the Corporate

Identification Number (CIN) of the Company is L65993WB1975PLC170911.

Registered Office of the Company

Chamber No- A, Room no-103,

1st Floor, 155, Lenin Sarani,

Kolkata, West Bengal -700013

Telefax: 033-32217539,

Email ID: [email protected],

Website: www.satyaminers.com

Address of Registrar of Companies

The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at the

following address:

Nizam Palace

2nd MSO Building

2nd Floor, 234/4, A.J.C.B. Road

Kolkata - 700020

Tel.: 033-2287 7390 Fax: 033-2290 3795

Email ID: [email protected]

Board of Directors

The Board of Directors comprises of:

Name and DIN Category Age

(years)

Address

Mr. Ananda Halder

DIN: 06522258

Managing Director 39 3/2, Shibrampur Lane, P.O. Sarsuna,

Kolkata, West Bengal – 700 061.

Mr. Anurag Saraf

DIN: 00091597

Independent

Director

34 7, Bright Street, Kolkata, West Bengal -

700019

Mr. Maloy Mohanta

DIN: 01833167

Independent

Director

37 Last Qtr, 818/F, Post.Kampa, Kolkata,

West Bengal – 743193

Mr. Bapi Das

DIN: 03565734

Independent

Director

33 Amtala Colony, 16- BansberiyaMogra,

Hooghly, West Bengal - 712503

Mr. Amit Shaw

DIN: 03602400

Independent

Director

29 26 Burtala Street, Kolkata, West Bengal

– 700007





12

Company Secretary and Compliance Officer

Ms. Ruchi Bhotika

Chamber No- A, Room no-103,

1st Floor, 155, Lenin Sarani,


Telefax: 033-32217539,

Email ID: [email protected],

Share Transfer Agents:

Maheshwari Datamatics Pvt. Ltd.

6, Mangoe lane, 2nd Floor

Kolkata-700001

Tel.: 22435029/22482248


Website: www.mdpl.in

Bankers to the Company

Lakshmi Vilas Bank

3, Red Cross Place Kolkata,

Kolkata, West Bengal - 700001

Contact No: 033 2248 0270/91/87


Website: www.lvbank.com

Statutory Auditors

Maroti & Associates

9/12, Lal Bazar Street, Mercantile Building,

3rd Floor, E-Block, Room No-02


Firm Registration No: 322770E

Contact No: 033 2231 9392/91


Eligibility Criterion

The Company is submitting its Information Memorandum, containing information about itself,

making disclosures in line with the disclosure requirement for direct listing, as applicable, to BSE for

making the said Information Memorandum available to public through their website viz.

www.bseindia.com.



http://www.mdpl.in/


http://www.lvbank.com/


http://www.bseindia.com/

http://www.bseindia.com/


13

Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the promoters and

companies with which the Company‟s directors are associated as directors have not been prohibited

from accessing the capital markets under any order or direction passed by SEBI.

Filing

Copies of this Information Memorandum have been filed with BSE in due compliance.

Listing

The Equity Shares of the Company are listed on the Calcutta Stock Exchange. Now the Equity Shares

of the Company shall be admitted for direct listing on BSE Limited (BSE) subject to fulfilment of

listing criteria of direct listing of BSE and also subject to such other terms and conditions as may be

prescribed by BSE at the time of the application by the Company seeking listing.

Demat Credit

The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL

for admitting its securities in demat form and have allotted ISIN: INE394F01018.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the Information

Memorandum or any other material issued by or at the instance of the Company and anyone placing

reliance on any other source of information would be doing so at his or her own risk. All information

shall be made available by the Company to the public and investors at large and no selective or

additional information would be available for a section of the investors in any manner.

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

The BSE does not in any manner:

• warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or

• warrant that this Company‟s securities will be traded or will continue to be traded on the

BSE; or

• take any responsibility for the financial or other soundness of this Company, its promoters, its

management or any scheme or project of this Company; and it should not for any reason be

deemed or construed to mean that this Information Memorandum has been cleared or

approved by the BSE. Every person who desires to acquire any securities of this Company

may do so pursuant to independent inquiry, investigation and analysis and shall not have any

claim against the BSE whatsoever by reason of any loss which may be suffered by such

person consequent to or in connection with such subscription/ acquisition whether by reason

of anything stated or omitted to be stated herein or for any other reason whatsoever.


14

CAPITAL STRUCTURE

Our share capital as of the date of this Information Memorandum is set forth below:

Sr.

No.

Particulars Aggregate Nominal

Value (Rs.)

A Authorised Share Capital:

56,54,500 equity shares of Rs. 10 each 5,65,45,000

B Issued, Subscribed and Paid up Capital

54,54,500 equity shares of Rs. 10 each 54,545,000

C Calls in arrear Nil

Build up History of Paid-up Capital

Date of Allotment/

Fully Paid Up

No. of Equity

Shares

allotted

Face

Value (In

Rs.)

Issue

Price (In

Rs.)

Cumulative

number of

equity shares

Cumulative

Paid up

Capital (In

Rs.)

On Incorporation(1)

(December 12, 1975)

7 10 10 7 70

January 08, 1976 13,000 10 10 13,007 1,30,070

February 03, 1976 18,993 10 10 32,000 3,20,000

February 21, 1976 5,000 10 10 37,000 370,000

March 17, 1976 4,000 10 10 41,000 410,000

May 18, 1976 4,000 10 10 45,000 4,50,000

June 30, 1976 4,500 10 10 49,500 4,95,000

July 30, 1976 30,500 10 10 80,000 8,00,000

October 04, 1976 1,20,000 10 10 2,00,000 20,00,000

September 13,

2008(2)

18,180 10 - 218,180 2,181,800

February 23, 2013(3)

52,36,320 10 - 5,454,500 54,545,000 (1)

Allotment of 7 equity shares pursuant to the subscription to the Memorandum of Association (2) Allotment of 18, 180 equity shares pursuant to takeover of assets of the amalgamating Company

under amalgamation. (3) Bonus issue in the ratio of 24:1 authorised by our shareholders through a resolution passed in the

EGM dated November 16, 2012 and allotted through a resolution passed in the board meeting dated

February 23, 2013


15

Distribution of Shareholding (By Size) as on June 30, 2013

Particulars Shareholders Equity shares

Number % of total Number % of total

Up to 50000 488 95.87 1,25,726 2.30

50001 to 100000 NIL NA NIL NA

100001 to 150000 1 0.20 1,50,000 2.75


200001 & 250000 14 2.75 32,78,290 60.10

250001 & Above 6 1.18 19,00,484 34.85

Total 509 100.00 54,54,500 100.00

Shareholding pattern of the Company as on June 30, 2013

(1)(a)Statement showing Shareholding Pattern

Name of the Company: Satya Miners& Transporters Limited

Scrip Code: 29261 Name of the scrip: SATYAMINE Class of security:Equity shares

Shareholding Pattern As on 30.06.2013

Partly paid-up shares No. of partly

paid-up shares

As a % of total no. of

partly paid-up

shares

As a % of total no. of shares

of the Company

Held by promoter/promoter group - - -

Held by public - - -

Total - - -

Outstanding convertible securities No. of

outstanding

securities

As a % of total no.

of outstanding

convertible

securities


of the company, assuming

full conversion of the

convertible securities



Total - - -

Warrants No. of warrants As a % of total

no. of

warrants


of the company, assuming

full conversion of warrants



Total - - -

Total paid-up capital of the Company,

assuming full conversion of warrants

and convertible securities

54,54,500.00


16

Category

Code

Category of Shareholder No. of

share-

holders

Total No.

of shares

No. of

shares

held in

demat

form

Total share-

holding as a

percentage of

total number of

shares

Shares pledged

or otherwise

encumbered

(I)

(II)

(III)

(IV)

(V)

As a

% of

(A+

B)

As a

% of

(A+B

+C)

(VII)

No. of

share

s

As a %

(IX)=(

VIII)/(

IV)x10

(A) Shareholding of Promoter and

Promoter Group

(1) Indian

(a) Individuals/Hindu Undivided - -

Family 1 613825 613825 11.25 11.25

(b) Central Government/State

Government(s)

- - - - - - -

( c) Bodies Corporate - - - - - - -

(d) Financial Institutions/Banks - - - - - - -

(e) Any Other (specify) - - - - - - -

Sub-Total (A)(1) - -

1 613825 613825 11.25 11.25

(2) Foreign - - - - - - -

(a) Individuals (Non-Resident

Individuals/Foreign Individuals)

- - - - - - -

(b) Bodies Corporate - - - - - - -

( c) Institutions - - - - - - -

(d) Qualified Foreign Investor - - - - - - -

(e) Any Other (specify) - - - - - - -

Sub-Total (A)(2) - - - - - - -

Total Shareholding of - -

Promoter and Promoter

Group 1 613825 613825 11.25 11.25 (B) Public shareholding

(1) Institutions - - - - - - -

(a) Mutual Funds/UTI - - - - - - -

(b) Financial Institutions/Banks 1 150000 - - -

(c) Central Government/State - - - - - - -

(d) Venture Capital Funds - - - - - - -

(e) Insurance Companies - - - - - - -

(f) Foreign Institutional Investors - - - - - - -

(g) Foreign Venture Capital - - - - - - -

(h) Qualified Foreign Investor - - - - - - -

(i) Any Other - - - - - - -

Sub-Total (B)(1)

1 150000

- - -

2.75 2.75


17

(2) Non-institutions

(a) Bodies Corporate 22 4585875 84.08 - -

(b) Individuals-

i) Individual shareholders holding

nominal share capital upto Rs.1

lakh.

485

104800

3400

1.92

1.92

- -

ii) Individual shareholders

holding

nominal share capital in excess of

Rs.1 lakh.

- - - - - - -

(c) Qualified Foreign Investor - - - - - - -

(d) Any Other (please specify)

Sub-Total (B)(2) 507 4690675 2432999 86.00 86.00 - -

Total Public Shareholding

(B)=(B)(1)+(B)(2)

508

4840675 2432999

88.75

88.75

- -

TOTAL (A)+(B) 509 5454500 3046824 100.00 100.00 - -

( C) Shares held by Custodians and

against which Depository

Receipts have been issued

(1) Promoter and Promoter Group - - - - - - -

(2) Public - - - - - - -

GRAND TOTAL

(A)+(B)+(C)

509

5454500

3046824

100.00

100.00

- -

(1) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of

persons belonging to the category " Promoter and Promoter Group"

Sr. Name of the Details of shares held Encum Details of Details of Total shares

No shareholder bered Warrants convertible (including

shares

(*)

securities underlying

shares assuming

full conversion

of warrants and

convertible

securities) as a

% of diluted

share capital

Number As a % of

grand

Total

(A+B+C)

As a %

age

Numb

er of

warra

nts

held

As a

% of

total

numbe

r of

warra

nts of

the

same

class

Numb

er of

conve

rtible

securi

ties

held

As a % of

total

number

of

convertib

le

securities

of the

same

class

(I) (I) (III) (IV) (VI)=(V)

/(III)x10

0

(VIII) (IX) (X) (XI) (XII)


18

1 Shri Raghu

Hari Dalmia

613825

11.25

-

-

-

-

-

11.25

Total 613825 11.25 - - - - - 11.25

(1) (c) Statement showing holding of securities (including shares, warrants, convertible

securities) of persons belonging to the category "Public" and holding more than 1% of the ( i )

total number of shares

Sr. Name of the Number Shares as a Details of warrants Details of Total

No. shareholder of

shares

percentage

of total

number of

shares

{i.e., Grand

Total

(A)+(B)+(C)

indicated in

Statement at

para (1)(a)

above}

convertible

securities

shares

(including

Number

of

warrant

s held

As a %

of total

number

of

warrant

s of the

same

class

Num

ber of

conve

rtible

secur

ities

held

% w.r.t.

total

number of

convertibl

e securities

of the

same class

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital 1 Vesta Tradecom Pvt.

Ltd.

267500 4.90 - - - - 4.90

2 Safe Lift Merchants

Pvt. Ltd.

265000 4.86 - - - - 4.86

3 Lakshya Dealmark

Pvt. Ltd.

251600 4.61 - - - - 4.61

4 Palsana Investments

Advisory Pvt Ltd.

251375 4.61 - - - - 4.61

5 Caddarik Commodities

Pvt. Ltd

251184 4.61 - - - - 4.61

6 Marubhumi Vintrade

Pvt. Ltd

250000 4.58 - - - - 4.58

7 Olive Distributors Pvt.

Ltd.

250000 4.58 - - - - 4.58

8 Greenery Marketing

Pvt. Ltd.

250000 4.58 - - - - 4.58

9 Audric Commercial Pvt.

Ltd

246240 4.51 - - - - 4.51

10 Tribhuvan Distributors

Pvt. Ltd.

242325 4.44 - - - - 4.44

11 Kaizen placement

Agencies Pvt. Ltd

240925 4.42 - - - - 4.42

12 Leoline properties Pvt

Ltd

240000 4.40 - - - - 4.40


19

13 Antimony Dealtrade

Pvt. Ltd

234500 4.30 - - - - 4.30

14 Immortal Marketing Pvt

Ltd

225000 4.13 - - - - 4.13

15 Blow Distributors Pvt

Ltd

225000 4.13 - - - - 4.13

16 Deepview Commercial

Pvt Ltd

224650 4.12 - - - - 4.12

17 Vedik Vintrade Pvt. Ltd 220000 4.03 - - - - 4.03

18 Yograj Marketing Pvt.

Ltd.

219650 4.03 - - - - 4.03

19 Kedar Commosale Pvt

Ltd

210000 3.85 - - - - 3.85

20 The Bank of Rajasthan

Limited

150000 2.75 - - - - 2.75

Total 4714949 86.44 - - - - 86.44

(1) (c) Statement showing holding of securities (including shares, warrants, convertible

securities) of persons (together with PAC) belonging to the category "Public" and holding ( ii )

more than 5% of the total number of shares of the company

Sr.

No.

Name(s) of the

shareholder(s) and

Number

of

Shares as

a

Details of

warrants

Details of

convertible

Total

shares

the Persons Acting

in Concert (PAC)

with them

shares percentag

e of total

number

of shares

{i.e.,

Grand

Total

(A)+(B)+

(C)

indicated

in

Statement

at para

(1)(a)

above}

securities (including

underlyin

g shares

assuming

full

conversion

of

warrants

and

convertible

securities)

as a % of

diluted

share

capital

Numbe

r of

warra

nts

held

As a %

of total

numbe

r of

warran

ts of

the

same

class

Number

of

convert

ible

securiti

es held

%

w.r.t.

total

numb

er of

conve

rtible

securi

ties of

the

Same

class

NIL

(1) (d) Statement showing details of locked-in shares

Sr.

No.

Name of the shareholder Number of

locked-in shares

Locked-in shares as a percentage of total

number of shares {i.e., Grand Total

(A)+(B)+(C) indicated in Statement at

para (1)(a)above.}


20

Nil

(II) (a) Statement showing details of Depository receipts (DRs)

Sr.

No.

Type of outstanding DR

(ADRs, GDRs, SDRs, etc.)

Number of

outstanding DRs

Shares underlying outstanding DRs as a

percentage of total number of shares {i.e.,

Grand Total (A)+(B)+(C) indicated in

Statement at para (1)(a) above}

Nil

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares

held by 'promoter / promoter group' are in excess of 1% of the total number of shares

Sr.

No.

Name of the DR

holder

Type of

outstanding

DR (ADRs,

GDRs, SDRs,

etc.

Number of

shares

underlying

outstanding

DRs

Shares underlying outstanding DRs

as a percentage of total number of

shares{i.e., Grand Total (A)+(B)+(C)

indicated in Statement at para (1) (a)

above}

Nil

List of Top 10 Shareholders as on June 30, 2013

Sr.

No.

Name of the Shareholder No. of Shares %

1 Shri Raghuhari Dalmia

Jh – Padma Dalmia

6,13,825 11.25

2 VestaTradecom Pvt. Ltd. 267500 4.90

3 Safe Lift Merchants Pvt. Ltd. 265000 4.86

4 Lakshya Dealmark Pvt. Ltd. 251600 4.61

5 Palsana Investments Advisory Pvt Ltd. 251375 4.61

6 Caddarik Commodities Pvt. Ltd 251184 4.61

7 Marubhumi Vintrade Pvt. Ltd 250000 4.58

8 Olive Distributors Pvt. Ltd. 250000 4.58

9 Greenery Marketing Pvt. Ltd. 250000 4.58

10 Audric Commercial Pvt. Ltd 246240 4.51

TOTAL 28,96,724 53.09


21

Disclosures:

1. No dividend has been paid during the last 10 years.

2. The Company has issued bonus shares in the ratio of 24:1 authorised by our shareholders

through a resolution passed in the EGM dated November 16, 2012 and allotted through a

resolution passed in the board meeting dated February 23, 2013.

3. The Company has not entered into any agreements (including agreements for technical advice

and collaboration), concessions and similar other documents (except those entered into in the

ordinary course of business carried on or intended to be carried on by the company).

4. No commission, brokerage, discount or other special terms including an option for the issue

of any kind of securities has been granted to any person.

5. There are no outstanding warrants which are pending for conversion.


22

SECTION V - ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

The Company was incorporated on December 12, 1975 under the Companies Act, 1956 as "Satya

Investments Limited" in the state of West Bengal. Subsequently the name of the Company was


dated July 02, 1986 issued by the Registrar of Companies, West Bengal and the Corporate

Identification Number (CIN) of the Company is L65993WB1975PLC170911.

The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and is

mainly engaged in financing and investment activities as its principal business. The Equity share of

the Company is listed on Calcutta Stock Exchange.

Situation of Registered Office

Registered office of the Company is situated at Chamber No. A, Room No. 103, 1st Floor, 155, Lenin

Sarani, Kolkata-700013. It was shifted from the state of New Delhi to West Bengal vide CLB order

dated 30.11.2011.

Main Objects of the Company

• To purchases, or acquire all types of vehicles for transport of passengers and goods in India and

elsewhere and to carry on the business of public transporters of passengers and goods and to

maintain garages with all the plant, machinery and equipment there for and to buy and sell all

parts and accessories, fittings, furnishings required for the use of such transport system.

• To carry on the business of acquiring the leases for mines, ores and minerals or mine working or

mining concession and for that purpose acquire lands mines, minerals, rights, buildings,

easements, machinery and plant and other equipment considered fit and roper and to deal in the

same.

• To carry on the business of letting on hire, hire purchase or easy payment system of appliances,

fittings, machines, equipments, vehicles, furniture, buildings, wireless and television receivers and

other apparatuses connected herewith.

• To carry on the business of investing in and acquiring and holding shares, stocks, debentures,

debenture stocks, bonds, warrants, obligations/and/or other securities issued or guaranteed by any

company constituted or carrying on business in India and/or by any Government, state, dominion,

sovereign, ruler, commissioner, public body-or authority supreme, municipal, local or otherwise,

whether in India or elsewhere.


23

• To acquire any such shares, stocks, debentures, debenture stocks, bonds, warrants, obligations

and/or other securities, by original subscription, participation in- syndicates, tender, purchase,

exchange or otherwise and to subscribe the same, either conditionally or otherwise, and to

guarantee the subscription thereof and to exercise and powers conferred by or incidental to the

ownership thereof.

• To finance, assist, aid, help, support, promote any company, firm, business, association, concern,

corporation, partnership, individual or organization in the setting up, running, working,

functioning, managing, conducting, operating of any commerce, industry, trade, business,

profession etc. and for the purpose of which to promote the information and mobilization of

capital, to raise venture capital, or manage the issue of shares or other securities, to provide

technical research, market research, investment advice, consultancy services etc. and to make

such grants, subsidies, gifts, donations, in cash or in kind as may be approved in General Meeting,

and to invest in, acquire, underwrite, subscribe to, purchase and hold and otherwise deal in all

types of securities including shares, stocks, debentures, debenture stocks, warrants, bonds issued

or guaranteed by any company or companies constituted or carrying on business in India and to

vary, sell, exchange, transfer any of the investments of the Company and to investment and deal

with the moneys of the Company in real and personal property of all kinds in such manner as may

be determined from time to time and to generally assist in the promoting and/or assisting of any

business endeavour.

Major events

Year Event

1975 Incorporation of the Company.

1976 Initial Public Offer

2007 Amalgamation of Swadha Investment Co. Limited, GuhaMozumdar Housing Finance Co.

Limited, Epic Mercantiles Limited and Eik river ceramics Limited with the Company.

2009 Amalgamation of Lions Commercial Co. Limited with the Company.

2009 Change in registered office from West Bengal to Delhi.

2011 Change in registered office from Delhi to West Bengal.

2013 Issue of bonus shares in the ratio of 24:1

Various registrations / licenses / permissions

The Company is registered as a Non-Deposit taking NBFC with Reserve Bank of India.

Particulars Reg. Number Status as on date

NBFC Registration B-14.03225 Active

Subsidiaries

The Company does not have any subsidiaries and company is not subsidiary of any company as on

date of this Information Memorandum.


24

OUR MANAGEMENT

The following table sets forth details of our Board as on the date of this Information Memorandum:

Name, Designation, Address,

Nationality, PAN and DIN

Age

(years)

Date of

Appointment

as Director

Address

Mr. Ananda Halder

Managing director

Nationality: Indian

PAN: AANPH3636A

DIN: 06522258

39 14/03/2013 3/2, Shibrampur Lane, P.O. Sarsuna,

Kolkata, West Bengal – 700 061

Mr. Anurag Saraf

Independent Director

PAN: AKUPS5246G

DIN: 00091597

34 21/05/1990 7, Bright Street, Kolkata, West Bengal –

700019

Mr. Maloy Mohanta


PAN: AOWPM8196B

DIN: 01833167

37 10/02/2011 Last Qtr, 818/F, Post.Kampa, Kolkata,

West Bengal – 743193

Mr. Bapi Das


PAN: BBXPD3042A

DIN: 03565734

33 14/05/2012 Amtala Colony, 16- BansberiyaMogra,

Hooghly, West Bengal - 712503

Mr. Amit Shaw


PAN: BONPS9521Q

DIN: 03602400

29 14/05/2012 26,Burtala Street, Kolkata, West Bengal –

700007


25

Brief Profiles of the Directors

Mr. Ananda Halder

Mr. Ananda Halder is the Managing Director of the Company. He is a commerce graduate and

possesses experience of over 15 years in the field of Capital Market, Financial Sector and Business

Strategy. Mr Halder is associated with the company as director since 14/03/2013 and has been

appointed as Managing Director on 18/03/2013 for a period of 3 years.

Mr. Anurag Saraf

Mr. Anurag Saraf has been associated with the Company as Director since 1990. He is a Non-

Executive and Independent Director. He is a commerce graduate and having enriched experience of

over 12 years in Company Law Matters, Business Advisory Services.

Mr. Maloy Mohanta

Mr. Maloy Mohanta is a commerce graduate and having experience of over 10 years in the field of

Finance, Administration & Management. He is a Non-Executive and Independent Director of the

Company and associated with the Company since 2011.

Mr. Bapi Das

Mr. Bapi Das is a Non-Executive and Independent Director. He has been associated with the

Company as Director since 2012. He is a commerce graduate and having experience of over 8 years in

in the field Capital Market, Equity Research, Company Law & Finance.

Mr. Amit Shaw

Mr. Amit Shaw is associated with the Company since 2012. He is a Non-Executive and Independent

Director of the Company. He is a commerce graduate and having experience of over 10 years in the

field of Capital Market, Equity Research, and Company Law & Finance.

OUR PROMOTERS

Mr. Raghu Hari Dalmia is the Promoter of the Company. He has a rich & vast experience of over 40

Years in the field of business & industries. He jointly holds with Smt Padma Dalmia 11.25%

shareholding of the Company. Presently there is no group Company.


26

CORPORATE GOVERNANCE REPORT

1. The Company’s Philosophy on Corporate Governance

The Company‟s philosophy on Corporate Governance envisages the attainment of the highest levels

of transparency, accountability and in all its interaction with its shareholders, the government, and the

society. The Company has implemented and is improving the Corporate Governance with the

objective of fulfilling shareholders expectation in so far as it caters to all interests. As an integral part

of business ethics your Company continues to follow the practices in line with the code of Corporate

Governance enshrined in the listing agreement.

The company has adopted Code of Conduct for its employees including the Managing Director, Non-

Executive Directors. The Code for Prevention of Insider Trading has also been adopted. The

Company is in compliance with the requirements of Guidelines of Corporate Governance stipulated

under Clause 49 of the Listing Agreement with Stock Exchanges.

2. Board of Directors

The Company‟s Board of Directors consists of 5 Directors, out of which 1 is an Executive Director, 4

are Non-Executive Independent Directors. The composition is in compliance with the requirements

stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

None of the Directors of the Company is a Member of more than 10 Committees or Chairman of more

than 5 Committees across the Companies in which they hold Directorships.

The name and category of the Directors on the Board, their attendance at Board Meetings, the number

of Directorships and committee Chairmanship/Membership held by them in Audit and Investor

Grievance Committee is given below:

Name Category No. of Board

Meeting

Attended during

2012-2013

Atten-

ded last

AGM

No. of

Directo

rships

in the

Public

Limited

Compa

nies

No. of Committee

positions held in other

companies

Numbe

r of

shares

held as

on 31st

March

2013

Held Attended Chairman Member

Mr. Mohan

Chandra

Upreti *

DIN:

00013045

Independent

Non-

Executive

9 8 Yes 5 Nil Nil Nil

Mr. Bhanu

Singh**

Independent

Non-

1 1 No Nil Nil Nil Nil


27

DIN:03521

027

Executive

Mr. Anurag

Saraf

DIN:

00091597

Independent

Non-

Executive


Mr. Maloy

Mohanta

DIN:

01833167

Independent

Non-

Executive

11 8 Yes Nil Nil Nil Nil

Mr. Bapi

Das

DIN:

03565734

Independent

Non-

Executive


Mr.

Virendra

Kr.

Agarwal

***

DIN:

03615089

Independent

Non-

Executive


Mr. Amit

Shaw #

DIN:

03602400

Independent

Non-

Executive


Mr.

Ananda

Halder ##

DIN:

06522258

Managing

Director

3 3 No Nil Nil Nil Nil

* Mr. Mohan Chandra Upreti ceased to be Director effective 14/03/2013

** Mr. Bhanu Singh ceased to be Director effective 14/05/2012

*** Mr. Virendra Kr. Agarwal ceased to be Director effective 14/03/2013

# Mr. Amit Shaw was appointed to be Director effective 14/05/2012

## Mr. Ananda Halder was appointed effective 14/03/13

Code of Conduct

The company has adopted Code of Conduct for all Employees including managing Director and has

received compliance from them for the year ended 31st March 2013. The Codes are available on the

Company‟s Website. The Code is named as Code of Conduct for The Board of Directors and Senior

Management and is framed in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.


28

3. Audit Committee

The Audit Committee of the Company is constituted as per the provisions of Clause 49 of the Listing

Agreement with Stock Exchanges read with Section 292A of the Companies Act, 1956. The

committee comprises 3 Non- Executive Directors.

The Audit Committee held discussions with the Statutory Auditor regarding the Company‟s accounts,

its internal control systems and reviewed the reports of Statutory Auditor.

The company Secretary acts as Secretary of the Audit committee. The Minutes are submitted to the

Board of Directors for reference.

Name of the

Director

Category No. of Committee meetings during

the year 2012-2013

Held Attended

Mr. Amit Shaw Chairman & Independent Director 1 1

Mr. Bapi Das Member & Independent Director 1 1

Mr. Maloy Mohanta Member & Independent Director 1 1

Mr. Ananda Halder Managing Director 1 1

The Audit Committee was formed pursuant to a resolution passed at the Meeting of the Board of

Directors of the Company held on 14th March, 2013.

The member of the Audit Committee has requisite financial, legal & management expertise. The

Audit committee meeting was held on 14th March, 2013. The necessary quorum was present at the

meeting.

The chairman of Audit Committee briefs the Board about deliberations at the Audit Committee

meetings.

4. Remuneration Committee

Setting up of Remuneration committee is Non- Mandatory as per Clause 49. The Remuneration

Committee of the Company determines the remuneration payable to the Managing Director.

The Company Secretary is Secretary of the Committee.

The composition of Remuneration Committee is

Name Category No. of Committee meetings

during the year 2012-2013

Held Attended

Mr. Amit Shaw Chairman & Independent Director 1 1

Mr. Bapi Das Member & Independent Director 1 1


29

Mr. Maloy Mohanta Member &Independent Director 1 1

The Remuneration Committee was formed on 14th March, 2013 pursuant to a resolution passed at the

Meeting of the Board of Directors of the Company. The Remuneration Committee meeting was held

on 18th day of March 2013 to determine remuneration of the Management team.

5. Shareholder/Investor Grievance Committee

The Board has constituted this Committee on 14th of March, 2013 for redressal of complaints made by

Investors. The Shareholder/Investor Grievance Committee meeting was held on 14th day of March,

2013. The Company Secretary is Secretary of the Committee. The composition of the Committee and

details of the meetings are:

Name of the Director Category No. of Committee meetings

during the year 2012-2013

Held Attended

Mr. Amit Shaw Chairman 1 1

Mr. Bapi Das Non-Executive & Independent

Director

1 1

Mr. Maloy Mohanta Non-Executive & Independent

Director

1 1

6. Disclosures

• The Company has not entered into any transaction of material nature with any related party as

described under the listing agreement entered into with the stock exchange that may have

potential conflict with the interests of the Company at large.

• There was no significant instance of non-compliance on any matter in respect of which

penalties was imposed by the Stock Exchange or SEBI or any other statutory authority during

the last three years.) or any other statutory authority on any matters related to capital markets.

• Non-mandatory requirements of corporate governance have not been adopted.

7. General Shareholder Information

a. Date of AGM: The AGM was held on 27

th day of July, 2013 at 11:30 A.M at the registered

office of the Company situated at Chamber No. A, Room No. 103, 1st Floor, 155 Lenin

Sarani, Kolkata-700012

b. Dividend payment date: Not applicable since no dividend has been proposed/declared.

c. Name of the Stock Exchange where listed: The Calcutta Stock Exchange Ltd, Scrip Code:

29261


30

d. Stock Market Data: In absence of regular trading, stock market data are not available on

regular basis.

e. Distribution of shareholding as on June 30, 2013

Particulars Shareholders Equity shares

Number % of total Number % of total

Up to 50000 488 95.87 1,25,726 2.30


100001 to 150000 1 0.20 1,50,000 2.75


200001 & 250000 14 2.75 32,78,290 60.10

250001 & Above 6 1.18 19,00,484 34.85

Total 509 100.00 54,54,500 100.00

The Company has paid annual Listing Fees to Calcutta stock Exchange.

Registrar & Share Transfer Agent:

M/s MAHESHWARI DATAMATICS PVT LTD

6, Mangoe lane, 2nd Floor

Kolkata-700001

Ph. No. 22435029/5809

Email: [email protected]

ISIN No. in NSDL and CDSL for equity shares:

The Company has got connectivity with both NSDL and CDSL. The ISIN No. is INE394F01018.

Address for Correspondence:

Satya Miners & Transporters Limited

Chamber No. A, Room No. 103, 1st Floor,

155, Lenin Sarani, Kolkata-700013

Email: [email protected]

Website: www.satyaminers.com





31

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.

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

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.


32

SECTION VI - FINANCIAL INFORMATION

INDEPENDENT AUDITORS' REPORT

To The Members


Report on the Financial Statements

We have audited the accompanying financial statements of Satya Miners & Transporters Limited,

which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and

Cash Flow Statement for the year then ended, and a summary of significant accounting policies and

other explanatory information.

Management’s Responsibility for the Financial Statements

The Company‟s Management is responsible for the preparation 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 Standards referred to in sub-section (3C) of section 211 of the

Companies Act, 1956. This responsibility includes the design, implementation and maintenance of

internal control 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

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those Standards require that we comply with 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


33

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, 2013;

b) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date;

and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2003 issued by the Central Government

of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(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 and proper returns

adequate for the purposes of our audit have been received from branches not visited by

us;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by

this Report are in agreement with the books of account and with the returns received from

branches not visited by us;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 of the

Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013,

and taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section

(1) of section 274 of the Companies Act, 1956.

For MAROTI & ASSOCIATES

Chartered Accountants

Sd/-

M. K. MAROTI

(Proprietor)

Date: May 30, 2013 (M.NO:057073)

Place: Kolkata (FIRM REG NO: 322770E)


34

ANNEXURES TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on

31.03.2013

1. The company did not possess any fixed assets during the year. Therefore, provisions of clauses

4(i)(a) to 4(i)(c) of the Companies (Auditor‟s Report) Order, 2003 are not applicable to the

company.

2. The company did not possess any inventories during the year. Therefore, provisions of clauses

4(ii)(a) to 4(ii)(c) of the Companies (Auditor‟s Report) Order, 2003 are not applicable to the

company.

3. a) The Company has not granted unsecured loans to parties covered in the Register maintained

under Sec 301 of the Companies Act. Hence clause 4 (III) (b) (c) and (d) are not applicable.

b) The Company has not taken unsecured Loan from Party covered in the Register maintained

under Sec 301 of the Act Hence clause 4(III) (f) and (g) are not applicable.

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

internal control procedures 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 nor have we been informed of any instance

of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us we are of the

opinion that the transactions in which Directors are interested as contemplated under Sec 299 of

the Companies Act, 1956 and which required to be so entered in the register maintained under Sec

301 of the said Act, have been so entered.

b) In our opinion and according to the information and explanations given to us the Company

has not entered into any transaction made in pursuance of contracts or arrangements entered in

the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or

more in respect of any party . Accordingly Paragraph (V) (b) of the order is not applicable.

6. 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 sections 58A, 58AA or any other relevant provisions of the Act and the rules

framed there under, to the extent applicable have been complied with.

7. In our opinion, the company has an internal audit system commensurate with the size and nature

of its business.

8. According to the information and explanations given to us, the Central Government has not

prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of

the Companies Act, 1956 in respect of services carried out by the Company.

9. a) According to the records examined by us, the company is regular in depositing with appropriate

authorities undisputed Income Tax Wealth Tax, Service Tax, Cess and other statutory dues

applicable to it.

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education

Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in

respect of Income Tax Wealth Tax, Service Tax, Cess and other statutory dues were outstanding

at the year end for a period of more than Six Months from the date they became payable.


35

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education

Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

10. The Company does not have any accumulated losses at the end of the Financial Year. Further it

has not incurred any cash losses during the financial year ended on that date and in the

immediately preceding financial year.

11. 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 institutions or

bank. There were no outstanding debentures during the year.

12. According to the information and explanations given to us and based on the documents and

records produced to us, the company has not granted loans and advances on the basis of security

by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore,

the provisions of clause 4(xiii) of the Companies (Auditor‟s Report) Order, 2003 are not

applicable to the Company.

14. In respect of dealing / trading in shares in our opinion and according to the information and

explanations given to us proper records have been maintained of the transactions and contracts

and timely entries have been made therein in. The shares have been held by the Company in its

own name.

15. According to the information and explanations given to us, the company has not given any

guarantee for loans taken by others from bank or financial institutions.

16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not

applicable.

17. According to the information and explanations given to us and on the basis of an overall

examination of the balance sheet of the Company, we report that the Company has not utilized

any funds raised on short term basis for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered

in the register maintained under section301 of the Act. Accordingly, clause 4(xviii) of the order is

not applicable.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause

4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause

4(xx) of the order is not applicable.

21. Based upon audit procedures performed for the purposes 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.



Sd/-

M. K. MAROTI

(Proprietor)

Date: May 30, 2013 (M.NO:057073)



36

FINANCIAL STATEMENTS

Balance Sheet As At 31st

March, 2013

(Figures in Rs.)

Particulars Note As at 31st March, 2013 As at 31st March, 2012

EQUITY & LIABILITIES

Shareholders' Funds

(a) Share Capital 2 5,45,45,000 21,81,800

(b) Reserves & Surplus 3 1,75,37,372 7,20,82,372 6,97,48,013 7,19,29,813

Current Liabilities

(a) Trade Payables 4 58,31,453 2,21,364

(b) Short-term Provisions 5 1,33,083 59,64,536 - 2,21,364

TOTAL 7,80,46,908 7,21,51,177

ASSETS

Non-Current Assets

(a) Non-Current Investments 6 1,72,30,434 6,89,29,251

(b) Other Non-current Assets 7 1,64,151 1,73,94,585 - 6,89,29,251

Current Assets

(a) Trade receivables 8 56,10,000 3,40,765

(b) Cash and Cash equivalents 9 15,60,441 20,67,792

(c) Short-term Loans and

Advances

10 5,34,27,166 8,13,369

(d) Other Current Assets 11 54,717 6,06,52,324 - 32,21,926

TOTAL 7,80,46,908 7,21,51,177

Significant Accounting Policies 1

Notes to Accounts 18


37

Statement of Profit and Loss for the year ended 31st

March 2013

(Figures in Rs.)

Particulars Note Year ended Year ended

31st March, 2013 31st March, 2012

I. Revenue from Operations 12 84,50,921 3,53,916

II. Other Income 13 3,09,302 2,29,326

III. Total Revenue (I + II) 87,60,223 5,83,242

IV. Expenses:

(a) Purchases of stock-in-trade 55,00,000 -

(b) Employee Benefits Expense 14 1,06,100 -

© Other expenses 15 9,10,263 2,86,591

Total expenses 65,16,363 2,86,591

V. Profit before Exceptional and Extraordinary

Items and Tax (III - IV)

22,43,860

2,96,651

VI. Exceptional Items 16 (13,79,528) (2,11,700)

VII. Profit before Extraordinary Items and Tax

(V - VI)

8,64,331

84,951

VIII. Extraordinary Items - -

IX. Profit before Tax (VII - VIII) 8,64,331 84,951

X. Tax Expenses

(a) Current Tax 7,10,802 75,000

(b) For earlier years 970 -

XI. Profit/(Loss) for the Period from

Continuing Operations (IX - X)

1,52,559

9,951

XII. Profit/(Loss) from Discontinuing

Operations

-

-

XIII. Tax Expenses of Discontinuing Operations - -

XIV. Profit/(Loss) from Discontinuing

Operations (after Tax) (XII - XIII)

-

-

XV. Profit/(Loss) for the Period (XI + XIV) 1,52,559 9,951

XVI. Earning per Equity Share ( nominal value

of share Rs.10/- each)

14

(a) Basic 0.20 0.05

(b) Diluted 0.20 0.05

Significant Accounting Policies 1 Notes to Accounts 18


38

Cash Flow Statement for the year ended 31st March 2013

(Figures in Rs.)

Particulars Year ended

31st March, 2013 31st March, 2012

Cash flow from operating activities

Profit before tax 8,64,331 84,951

Adjustments for:

Preliminary Expenses w/off 54,717 -

(Profit)/Loss on sale of investments (3,08,321) 1,19,178

(Profit)/Loss on sale of non-current investments 6,16,44,134

Additional Compensation on land (6,02,64,606)

Provision on Standard Assets 1,33,083 -

Dividend received - (1,25,304)

Operating cash flow before working capital changes 21,23,339 78,825

Movements in working capital :

(Increase)/ decrease in trade & other receivables (52,69,235) (3,40,765)

Decrease/ (increase) in short term loans & advances (5,32,38,202) 1,01,24,274

Increase/(decrease) in trade payables 56,10,089 (14,846)

Cash generated from / (used in) operations (5,07,74,009) 98,47,488

Direct taxes paid/Adjusted (net of refunds) (87,367) (1,315)

Net Cash flow from / (used in) operating activities (A) (5,08,61,376) 98,46,173

Cash flow from investing activities

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

(Net)

(96,36,996) (92,92,799)

Additional Compensation on acquisition of fixed assets 6,02,64,606 -

Dividend received - 1,25,304

Net Cash flow from / (used in) investing activities (B) 5,06,27,610 (91,67,495)

Cash flow from financing activities

Preliminary Expenses (2,73,585) -

Net Cash flow from / (used in) financing activities (C) (2,73,585) -

Net increase/(decrease) in cash and cash equivalents

(A+B+C)

(5,07,351)

6,78,678


39

Cash and cash equivalents at the beginning of the year

20,67,792

13,89,114

Cash and cash equivalents at the end of the year 15,60,441 20,67,792

Components of cash and cash equivalents

Balances with Banks in Current Account 4,94,896 20,62,048

Cash in hand 10,65,544 5,744

Total cash and cash equivalents 15,60,441 20,67,792

Notes to the financial statements for the year ended 31st March, 2013

1. Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements

The Financial Statements have been prepared in confirmity with generally accepted

accounting principles to comply with the notified accounting standards under the Companies

(Accounting Standard) Rules, 2006 and the guidelines issued by the Reserve Bank of India as

applicable to a Non-banking Finance Company. The financial statements have been prepared

under the historical cost convention and in accordance with the provisions of the Companies

Act, 1956.

1.2 Revenue Recognistion

Revenue is recognised only when it can be reliably measured and it is reasonable to expect

ultimate collection.

1.3 Fixed Assets & Depreciation

Fixed Assets are stated at cost less accumulated depreciation and impairment loss, if any.

Depreciation on fixed assets is provided on written down value method at the rates and in the

manner prescribed in the Schedule XIV of the Companies Act, 1956.

1.4 Investments

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.

1.5 Taxes on Income

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


40

represents the effect of timing difference between taxable income and accounting income for

the reporting period that originates in one year and are capable of reversal in one or more

subsequent years.

1.6 Provisions, Contingent Liabilities and Contingent Assets

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.

2. Share Capital

a) Capital Structure 31 March,

2013

Rs.

31 March,

2012

Rs.

Authorised

54,54,500 Equity Shares of Rs. 10/- each. 5,45,45,000 44,00,000

(Previous year- 4,40,000 Equity Shares of Rs 10/- each)

20,000 10% Non-Cumulative Preference Shares of Rs. 100/-

each.

20,00,000 20,00,000

TOTAL 5,65,45,000 64,00,000

Issued, Subscribed and Fully Paid Up

54,54,500 Equity Shares of Rs. 10/- each. 5,45,45,000 21,81,800

(Previous year - 2,18,180 Equity Shares of Rs. 10/- each.)

TOTAL 5,45,45,000 21,81,800

b) Out of Issued, subscribed and fully Paid Up equity shares 88,800 (Previous year 88,800)

Equity Shares were allotted pursuant to scheme of amalgamation without payments being

received in cash.

c) 52,36,320 Shares out of the Issued, subscribed and paid up share capital were allotted as

Bonus Shares by capitalisation of Reserves.

d) Share Capital Reconciliation

Equity Shares 31 March 2013 31 March 2012

Nos. Amount Nos. Amount

Opening balance 2,18,180 21,81,800 2,18,180 21,81,800

Issued during the period 52,36,320 5,23,63,200 - -

Closing Balance 54,54,500 5,45,45,000 2,18,180 21,81,800


41

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

Name of Shareholder 31 March 2013 31 March 2012

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

Shri Raghu Hari Dalmia &

Smt. Padma Dalmia

6,13,825 11.25% 33,933 15.55%

Smt. Padma Dalmia Nil - 27,100 12.42%

Shri Vikas Rastogi Nil - 14,600 6.69%

Shri Manish Chaudhary Nil - 13,485 6.18%

Shri Mukesh Kumar Dudi Nil - 13,520 6.20%

f) Terms/rights attached to equity shares

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.

3. Reserves & Surplus

31 March, 2013

Rs.

31 March, 2012

Rs.

Capital Redemption Reserve

Opening Balance 30,00,000 30,00,000

Less: Utilized during the year for bonus shares 30,00,000 -

Closing Balance - 30,00,000

Capital Reserve on Amalgamation

Balance b/f 61,78,586 61,78,586

Statutory Reserve Fund

Opening Balance 99,86,000 99,83,800

Add: Transfer from Profit & Loss A/c during the year 31,000 2,200

Closing Balance 1,00,17,000 99,86,000

General Reserve

Opening Balance 1,94,69,364 1,94,69,364


42

Less : Transfer for Bonus Shares 1,94,69,364 -

Closing Balance - 1,94,69,364

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

Opening balance 3,11,14,063 3,11,06,312

Add: Profit/(Loss) for the year 1,52,559 9,951

Less: Utilized during the year for bonus shares 2,98,93,836 -

Less: Transfer to Reserve Fund 31,000 2,200

Net Surplus/(Deficit) at the end of the year 13,41,786 3,11,14,063

Total Reserves & Surplus 1,75,37,372 6,97,48,013

4. Trade Payables

Due to suppliers under MSMED Act, 2006 - -

Others 58,31,453 2,21,364

58,31,453 2,21,364

5. Short-term Provisions

Provision @ 0.25% on Standard Assets (Loans) 1,33,083 -

1,33,083 -

6. Non-Current Investments

Face

Value

31 March 2013 31 March 2012

Qty. Amount

(Rs)

Qty. Amount

(Rs)

Trade Investments

a Investments in Equity &

Other Instruments

(Quoted)

Kabirdas Investments Ltd

1

-

-

4,16,437

14,11,471

Total Trade Investments

(A)

-

14,11,471

Other Investments

(a) Investments in Equity

& Other Instruments

(Quoted)

Bajaj Auto Ltd 10 15 14,749 - -

Goldman Sachs Gold 100 26 78,870 - -


43

Exchange Traded

Scheme (Goldbees)

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 1,68,86,436 - -

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 - -

17,230,434 -

(b) Investments in Equity

Instruments

(Unquoted)

Evergrow Dealmark

Pvt. Ltd.

10 - - 25,000 1,25,00,000

Glorious Dealmark Pvt.

Ltd.

10 - - 20,000 1,00,00,000

Grade vintrade Pvt. Ltd. 10 - - 30,000 1,50,00,000

Invention Distributor

Pvt. Ltd.

10 - - 5,000 50,00,000

Leisure Vincom Pvt.

Ltd.

10 - - 20,000 1,00,00,000

Perfect Dealmark Pvt.

Ltd.

10 - - 5,000 50,00,000

Suncity Dealmark Pvt.

Ltd.

10 - - 20,000 1,00,00,000

- 67,500,000

(c) Property share in

Dalmia resort

- 17,780

Total of Non-Trade

Investments (B)

1,72,30,434 6,75,17,780

Total of Non-Current

Investments (A + B)

1,72,30,434 6,89,29,251

Details of Non-Current

Investments

Aggregate of Quoted

Investments

1,72,30,434 14,11,471

Market Value of Quoted

Investments

- 2,85,098


44

Aggregate of Unquoted

Investments

- 6,75,17,780

7. Other Non-current Assets

31 March, 2013

Rs.

31 March, 2012

Rs

Preliminary Expenses 1,64,151 -

1,64,151 -

8. Trade Receivables

(Unsecured, considered good)

31 March, 2013

Rs.

31 March, 2012

Rs

Over six months - -

Others 56,10,000 3,40,765

56,10,000 3,40,765

9. Cash and Cash Equivalents

31 March, 2013

Rs.

31 March, 2012

Rs

Balances with Banks in Current Account 4,94,896 20,62,048

Cash on hand 10,65,544 5,744

15,60,441 20,67,792

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

31 March, 2013

Rs.

31 March, 2012

Rs

Loans and advances to

Related Parties - -

Others 5,32,38,202 -

Others

Balance with Income Tax Authorities (net of provisions) 25,002 6,49,407

Security Deposits 1,63,962 1,63,962

5,34,27,166 8,13,369

11. Other Current Assets

Preliminary Expenses 54,717 -

54,717 -


45

12. Revenue from Operations

Sale of shares 56,10,000 -

Interest income 28,44,939 13,151

Income from securities/commodity dealings (6,108) 3,40,765

Brokerage Received 2,090 -

84,50,921 3,53,916

13. Other Income

Net gain/(loss) on sale of current Investments 3,08,321 92,522

Dividend income - 1,25,304

Miscellaneous income 981 11,500

3,09,302 2,29,326

14. Employee Benefits Expense

Salaries, Bonus & Allowances 1,01,600 -

Remuneration to Managing Director 4,500 -

1,06,100 -

15. Other Expenses

Advertisement expenses 10,216 1,24,902

Auditors' Remuneration

a Audit Fees 20,000 7,500

b Tax Audit Fees - 5,000

c Certification & other matters - 5,500

d Service Tax & Cess 2,472 2,010

Bank Charges 3,121 696

Charity & Donation - 19,549

Director Sitting fees - 16,000

Filing Fees 12,000 6,835

Legal & Professional Charges 29,602 55,008

Listing, Registrar & Depository expenses 88,095 11,582

Miscellaneous expenses 1,14,380 699

Postage and Courier charges 5,025 400

Preliminary Expenses Written Off 54,717 -

Printing & Stationery expenses 87,008 4,438

Provision on Standard Assets 1,33,083 -

Rent 96,000 -

Travelling & Conveyance 77,550 -

Security Transaction Tax 1,17,056 -

Share Transaction Charges 59,938 -


46

Service Charges - 26,472

9,10,263 2,86,591

16. Exceptional Items (Net)

Additional Compensation on land 6,02,64,606 -

Net gain/(loss) on sale of non-current Investments (6,16,44,134) (2,11,700)

(13,79,528) (2,11,700)

17. Earnings per share (EPS)

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

Net Profit / (Loss) attributable to equity shareholders 1,52,559 9,951

Weighted average number of equity shares in calculating

EPS

7,48,985

2,18,180

Nominal value of Equity Shares 10 10

Basic & Diluted EPS 0.20 0.05

18. Notes to Accounts:

a) Segment Reporting

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

Segment' Company.

b) Related Party Disclosures

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

1 Key Management Personnel (KMP):

Shri Anurag Saraf (w.e.f 21/05/1990)

Shri Maloy Mohanta (w.e.f 10/02/2011)

Shri Bapi Das (w.e.f 14/05/2012)

Shri Amit Shaw (w.e.f 14/05/2012)

Shri Bhanu Singh (12/05/2011 to 14/05/2012)

Shri Ananda Halder (w.e.f 14/03/2013)

Shri M.C.Upreti (31/10/2009 to 14/03/2013)

Shri Virendra Kumar Agarwal (12/09/2011 to 14/03/2013)

(i) Related Party Transactions during the year

Key Management Personnel

1 Director's Remuneration 4,500 -

2 Director's Sitting Fees - 16,000

c) Accounting for Taxes on Income

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, Accounting for Taxes on Income.


47

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

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.

e) In lieu of acquisition of lands of the Company situated in Tehsil Sikandrabad, Distt. Bulandshahr,

(U.P.), decree(s) for additional compensation was passed by the Hon‟ble Court of Additional

District Judge, Bulandshahr in January 2012 in favour of the Company. Based on such order the

company has received additional compensation from the Govt. of Uttar Pradesh (U.P.), being full

and final settlement of the said compensation.

f) 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.

g) Previous year's figures have been audited by a firm of Chartered Accountants other than "M/s

Maroti & Associates".

h) Previous year's figures have been regrouped, rearranged and reclassified wherever necessary to

make them comparable with those of the current year.

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



Sd/-

M. K. MAROTI

(Proprietor)

Date: May 30, 2013 (M.NO:057073)



48

RBI REPORT 2013

To

THE BOARD OF DIRECTORS

SATYA MINERS & TRANSPORTERS LIMITED CHAMBER NO A, ROOM NO 103, IST FLOOR

155 LENIM SARANI

KOLKATA - 700013

In compliance with the Non-Banking Financial Companies Auditor‟s Report (Reserve Bank)

Directions, 2008 we report that:

A

1. The Company is engaged in the Business of Non-Banking Financial Institution and it has

obtained a certificate of Registration from the Bank.

2. On the basis of our examination of current year Balance Sheet and Statement of profit and

loss we hereby report that Company is entitled to continue to hold such certificate of

Registration in terms of its asset / income pattern as on 31st March, 2013.

3. On the basis of our examination of current years Balance Sheet and the immediately

preceding current year balance sheet we report that the Company be classified based on its

assets as LOAN COMPANY.

B

1. The Board of Directors has passed a resolution for Non-Acceptance of any Public Deposits.

2. The Company has not accepted any deposit from the public during the year ended 31st

March, 2013.

3. The Company has complied with the prudential Norm relating to the Income Recognition,

Accounting Standards , assets classification and provisioning for bad and doubtful debts as

applicable to it in terms of Non-Banking Financial ( Non-Deposits Accepting or Holding)

Companies Prudential Norms ( Reserve Bank ) Directions – 2007.

4. The Company is not a systematically important company as defined in paragraph 2(1)(XIX)of

the Non-Banking Financial ( Non-Deposits Accepting or Holding ) Companies Prudential

Norms ( Reserve Bank ) Directions – 2007


(CHARTERED ACCOUNTANTS)

Sd/-

MADAN KUMAR MAROTI

(PROPRIETOR)

Date: 30.05.2013 (M.NO:057073)



49

SCHEDULE TO THE BALANCE SHEET OF A NON-BANKING FINANCIAL COMPANY

AS ON 31ST MARCH, 2013

[as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or

Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007]

Particulars (Amounts in Rs.)

Liabilities Side :

(1) Loans and advances availed by the NBFC inclusive of

interest accrued thereon but not paid :

Amount

Outstanding

Amount

Overdue

( a ) Debentures : Secured NIL NIL

: Unsecured NIL NIL

(Other than falling within

the meaning of public

deposits)

( b ) Deferred Credits NIL NIL

( c ) Term Loans NIL NIL

( d ) Inter-corporate loans and borrowing NIL NIL

( e ) Commercial Paper NIL NIL

( f ) Public Deposits NIL NIL

( g ) Other Loans (specify nature) NIL NIL

(2) Break-up of (1)(f) above (Outstanding public deposits

inclusive of Interest accrued thereon but not paid ) :

( a ) In the form of Unsecured debentures NIL NIL

( b ) In the form of partly secured debentures i.e. debentures

where there is a shortfall in the value of security NIL NIL

( c ) Other Public Deposits NIL NIL

Assets Side :

(3) Break-up of Loans and Advances including bills receivables

[ Other than those included in (4) below ] :

( a ) Secured NIL

( b ) Unsecured 5,32,38,202


50

(4) Break up of Leased Assets and stock on hire and

hypothecation loans counting towards EL/HP activities:

( i ) Lease assets including lease rentals under sundry

debtors :

( a ) Financial Lease NIL

( b ) Operating Lease NIL

( ii ) Stock on hire including hire charges under sundry

debtors :

( a ) Assets on hire NIL

( b ) Repossessed Assets NIL

( iii ) Hypothecation loans counting towards EL/HP activities

( a ) Loans where assets have been repossessed NIL

( b ) Loans other than (a) above NIL

(5) Break - up of Investments :

Current Investments :

1. Quoted :

( i )

Shares :

(a)

Equity

1,72,30,434

(b) Preference NIL

( ii ) Debentures and Bonds NIL

( iii ) Units of Mutual funds NIL

( iv ) Government Securities NIL

( v ) Others ( Please Specify) NIL

2. Unquoted :

( i ) Shares : (a) Equity NIL

(b) Preference NIL




( v ) Others (Please Specify) NIL

Long Term Investment :

1. Quoted :


(b) Preference NIL



51



( v ) Others ( Please Specify) NIL

2. Unquoted :


(b) Preference NIL




( v ) Others (Please Specify)

i) Property Share in Dalmia Resort NIL

(6) Borrower group-wise classification of all leased assets,

stock-on-hire and loans and advances

Category Amount net of provisions

Secured Unsecured Total

1. Related Parties

( a ) Subsidiaries NIL NIL NIL

( b ) Companies in the same group NIL NIL NIL

( c ) Other related parties NIL NIL NIL

2.

Other than related parties

NIL

5,32,38,202

5,32,38,202

Total NIL 5,32,38,202 5,32,38,202

(7) Investor group-wise classification of all investments (current and long term) in shares and

securities (both quoted and unquoted ) :

Category Market Value /

Break up or fair

value or NAV

Book Value

( Net of Provisions )

1. Related Parties

( a ) Subsidiaries NIL NIL

( b ) Companies in the same

group

NIL

NIL

( c ) Other related parties NIL NIL

2. Other than related parties

29,55,465

1,72,30,434

Total 29,55,465 1,72,30,434

(8) Other Information

Particulars Amount

( i ) Gross Non-Performing Assets


52

( a ) Related parties NIL

( b ) Other than related parties NIL

( ii ) Net Non-Performing Assets

( a ) Related parties NIL

( b ) Other than related parties NIL

( iii ) Assets acquired in satisfaction of debt NIL

Notes :

1. As defined in Paragraph 2 (1) (xii) of the Non-Banking Financial Companies Acceptance

of Public Deposits (Reserve Bank ) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in the Non - Banking Financial

Companies Prudential Norms ( Reserve Bank ) Directions, 1998.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for

valuation of investments and other assets as also assets acquired in satisfaction of debt.

However, market value in respect of quoted investments and break up / fair value / NAV in

respect of unquoted investment should be disclosed irrespective of whether they are classified

as long term or current in column (5) above.

As per our report of even date

For Maroti & Associates


Firm Registration No.: 322770E

Sd/-

Proprietor

M.No. 057073

For and on behalf of the Board

Sd/-

Ananda Halder

(Manging Director)

Sd/-

Amit Shaw

(Director)

Sd/-

Ruchi Bhotika

(Company Secretary)


53

Financial Results for the Quarter Ended June 30, 2013

(Rs. In Lacs)

Sr.

No.

Particulars

Quarter

Ended

30.06.2013

Quarter

Ended

31.03.2013

Quarter

Ended

31.12.2012

Year

Ended

31.03.2013

Year

Ended

31.03.2012

Unaudited Audited Unaudited Audited Audited

1 Income from Operations

(a) Net Sales 202.38 - - - -

(b) Other Operating

Income

- 62.85

14.18

84.51

3.54

© Other Income - 3.09 - 3.09 2.29

Total Income from

Operations (Net)

202.38

65.94

14.18

87.60

5.83

2 Expenses

(a) Increase/ (Decrease) in

Inventories

-

-

-

-

-

(b ) Purchase of traded

goods

200.00

55.00

- 55.00

-

(c) Staff Cost 0.34 1.06 - 1.06 -

(d) Depreciation - - - - -

(e) Other Expenses 1.18 6.47 1.58 9.10 2.87

Total Expenses 201.52

62.53

1.58

65.16

2.87

3 Profit/(Loss) from

operations before other

income, finance costs and

exceptional Items (1-2)

0.85

3.41

12.60

22.44

2.97

4 Other Income 0.05 - - - -


ordinary activities before

finance Cost and

exceptional items (3 + 4)

0.90

3.41

12.60

22.44

2.97

6 Finance Costs -

-

-

-

-


ordinary activities after

finance Cost but before

exceptional Items (5-6)

0.90

3.41

12.60

22.44

2.97

8 Exceptional Items -

-

-

(13.80)

(2.12)

9 Profit/(loss) from Ordinary

Activities before Tax (7-8)

0.90

3.41

12.60

8.64

0.85

10 Tax Expenses -

7.11

-

7.11

0.75

11 Net Profit/(Loss) from

Ordinary Activities after

Tax (9-10)

0.90

(3.70)

12.60

1.52

0.10

12 Extra-Ordinary Items (net

of tax expenses)

-

-

-

-

-


54

13

Net Profit/(Loss) for the

period (11-12)

0.90

(3.70)

12.60

1.52

0.10

14

Paid Up Equity Share

Capital (Face Value Rs

10/-)

545.45

545.45

21.82

545.45

21.82

15

Reserves excluding

Revaluation Reserve as

per Balance Sheet of

Previous Accounting Year

-

175.38

-

175.38

697.49

16

Earnings per Share

(EPS) (In Rs.)

(a) Basic and diluted EPS

before Extraordinary Items

0.02

0.20

5.78

0.20

0.05

(b) Basic and diluted EPS

after Extraordinary Items

0.02

0.20

5.78

0.20

0.05


55

Statement of Assets and Liabilities

(Rs. In Lacs)

Particulars As at 31.03.2013 As at 31.03.2012

(Audited) (Audited)

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 545.45 21.82

(b) Reserves and surplus 175.38 697.49

(c) Money received against share warrants - -

Sub-total - Shareholders' funds 720.83 719.31

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (net) - -

(c) Other long-term liabilities - -

(d) Long-term provisions - -

Sub-total - Non-current liabilities - -

4 Current liabilities

(a) Short-term borrowings - -

(b) Trade payables 58.30 2.20

(c) Other current liabilities - -

(d) Short-term provisions 1.33 -

Sub-total - Current liabilities 59.64 2.21

TOTAL - EQUITY AND LIABILITIES 780.46 721.51

B ASSETS

1 Non-current assets

(a) Fixed assets - -

(b) Non-Current Investments 172.30 689.29

(c) Deferred tax assets (net) - -

(d) Long-term loans and advances - -

(e) Other non-current assets 1.64 -

Sub-total - Non-current assets 173.94 689.29

2 Current assets

(a) Current investments - -

(b) Inventories - -


56

(c) Trade receivables 56.10 3.41

(d) Cash and cash equivalents 15.60 20.68

(e) Short-term loans and advances 534.27 8.13

(f) Other current assets 0.55 -

Sub-total - Current assets 606.52 32.22

TOTAL - ASSETS 780.46 721.51

Notes:

1) The above audited financial results were taken on record at the Board Meeting held on 30/05/2013.

2) Previous period's figures have been regrouped/rearranged wherever necessary.


57

SECTION VII - OUTSTANDING LITIGATIONS

There are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax

liabilities against our Company that would have a material adverse effect on our business and there

are no defaults, non-payment or overdue of statutory dues, institutional/ bank dues or dues payable to

holders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective of

whether they are specified under Part I of Schedule XIII of the Act), that would have a material

adverse effect on our business.


58

SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

1. Subject to anything to the contrary hereinafter provided, regulations in the First Schedule to the

Companies of Act, 1956 (herein after refer to as the Act), shall apply to the Table 'A' Company.

SHARE CAPITAL

2. (a) The Share Capital of the company is as specified in clause 5 of the Memorandum of

Association of the Company.

(b) The Company has power from time to time to increase or reduce its capital and to issue any

shares of any class. The Directors shall determine the rights of the holders of the shares at the

time of such issue,

(c) The Company shall have power to issue redeemable preference shares in accordance with the

provisions of section 80 and 85 of the Act or any statutory modifications thereof.

(d) The Board of Directors shall have power to issue preference shares, the registered holder of

which can elect subject to the approval of the Board and on such terms as they may decide by the

terms of issue to have their preference shares or any of them converted into equity shares ranking

in all respect pari passu with the shares.

3. An Application signed by or on behalf of an applicant for shares in the company, followed by an

allotment of any shares therein, shall be an acceptance of shares within the meaning of these

Articles and every person who thus or otherwise agrees to accept any shares and whose name is

entered on the Register of Members shall, for the purposes of these Articles be a Shareholder.

3A.Option or right to call shares shall not be given to any person except with the sanction of the

Company in General Meeting.

4. If by this conditions of allotment of any shares, the whole or part of the amount of issue price

thereof shall be payable by installments, every such instilment shall when clue be paid to the

Company by the person who for the time being and from time to time shall be the registered

holder of the shares or his heirs, executors, administrator and legal representatives.

5. Every member of his heirs, executors, administrators, assigns, or other representatives, shall pay

to Company the portion of the Capital represented by his share of shares, which may for the time

being remain unpaid thereon in such amounts, at such time or times and in such manner as the

Directors, shall from time to time in accordance with the Company's regulations, require or fix for

the payment thereof and so long as any moneys whatsoever are due, owing and unpaid to the

Company by any member on any account howsoever such member in default shall not be entitled

at the option of the Directors to exercise any rights or privileges available to him.

5A. An amount paid up in advance of call on shares may carry interest but shall not entitle the holder

of the shares to participate in respect thereof in a dividend subsequently declared.


59

6. Members who are registered jointly in respect of a share shall be severally as well as jointly liable

for the payments of all installments and calls due in respect of such shares.

6A.The Company shall have the first and paramount lien upon all the Shares, other than fully paid

shares, registered in the name of any member, either alone or jointly with any other person and

upon the proceeds of sale thereof for all moneys called or payable at a fixed time in respect of

such shares and such lien shall extend to all dividends from time to time declared in respect of

such shares. Unless otherwise agreed, the registration of shares shall operate as a waiver of the

Company's lien, if any, on such shares.

TRANSFER OF SHARES

7. Subject to the provisions of Section 111 of the Act or any statutory modification of the said

provisions for the time being in force, the Directors may at their own absolute and uncontrolled

discretion and without assigning any reason, decline to register or acknowledge any transfer of

shares not being fully paid up and in particular may so decline in any case in which the Company

has a lien upon shares of any of them or whilst any moneys in respect of the shares desired to be

transferred or any of them remain unpaid or unless the transferee is approved by the directors

transferee is already a member. The registration of a transfer shall be conclusive evidence of the

approval by the directors of the transferee, provided that registration of a transfer shall not be

refused on the ground of the transferor being either alone or jointly with any other person or

persons indebted to the Company on any account whatsoever except a lien.

8. If the Directors refuse to register transfer of any shares, they shall within two months after the

date on which transfer was lodge with the company, send to the transferee and the transferor

notice of refusal.

9. Save as provided in section 108 of the Act, no transfer of a share shall be registered unless a

proper instrument of transfer duly stamped and executed by or on behalf of the transferor has been

delivered to the company together with the certificate or if no such certificate is in existence the

letter of Allotment of the shares. The instrument of transfer of any share shall specify the name,

address and occupation (if any) both of the transferor and of the transferee and the transferor shall

be deemed to remain member in respect of such share until the name of the transferee is entered in

the Register in respect thereof: each signature to such transfer shall be duly attested by the

signature of one witness who shall add his address and occupation.

9A.The instrument of transfer shall be in writing in the usual common form and all the provision of

section 108 of the Act and of any statutory modification thereof for the time being shall be duly

complied with in respect of all transfers of shares and the registration thereof.

9B.Every holder of shares of, or holder of debentures of the company may, at any time, nominate a

person to whom his shares in or debentures of the company shall vest in the event of his death and

the company shall, subject of the provisions of section 109A and other application provisions, if

any, of the companies Act, 1956, and the Rules made there under, register such nomination.


60

GENERAL MEETING

10. Where a company or a body corporate (hereinafter called “member company”) a member of the

company, a person duly appointed by resolution in accordance with the provisions of section 187

of the Act to represent such member company at the meeting of the company, shall not, by reason

of such appointment be deemed to be a proxy and the lodging with the company at the office or

production at the meeting of a copy of such member company resolution duly signed by one

director of such member company and certified by him as being a true copy of the company

resolution shall, on production at the meeting be accepted by the company as sufficient evidence

of the validity of his appointment. Such a person shall be entitled to exercise the same rights and

powers, including the right to vote by proxy on behalf of the member company which he

represents, as that member company could exercise.

MANAGEMENT

11. Subject to the provisions of the Act, the control of the Company shall be vested in the Directors

who may exercise all such powers of the Company as are not, the Act or any statutory

modification thereof for the time being in force or by these Articles required to be exercised by

the Company in General Meeting, subject nevertheless to such regulations, not inconsistent with

aforesaid provision, as may be prescribed by the company in General Meeting, but no such

regulations shall invalidate any prior act of the Directors which would have been valid if that

regulation had not been made.

12. Subject to the provision in the preceding clause, the Director may from time to time delegate to

any Director or Directors or Committee of Directors any of such powers exercisable under these

presents by the Directors as they may think fit and may confer such powers for such time to be

exercised for such objects and purposes and upon such terms and conditions as they think fit and

may confer such from time to time revoke, withdraw, alter or vary all or any of such Powers.

13. Unless otherwise determined by the company in General Meeting, the number of Directors shall

not be less than three not more than eleven.

14. The persons hereinafter named shall become and be the first Directors of the Company,

1. Stui Satya Narain Jalan

2. Shri Bhagwati Prasad Dalmia

3. Shri Banwari Lal Shah.

15. Unless otherwise determined by the company in General Meeting, it shall not be necessary for a

Director to hold any qualification shares.

16. Every Director shall be paid a fee of Rs. 100 or such other amount as may be determined by the

Board for every meeting of the Board or Committee thereof attended by him.

17. (a) The directors shall receive such remuneration for their services as may from time to time be

determined by the company in General Meeting.


61

(b)The Directors shall be paid further remuneration by way of commission at the rate of 3% of

each year‟s net profits of the company calculated in accordance with the provisions of the

Companies Act and such remuneration shall be divided amongst the Directors in such proportion

and manner as the Board may from time to time determine and in default of such determination

shat be divided amongst the Directors equally.

18. In addition to the remuneration payable to the directors, the directors may be paid all travelling,

hotel and other expenses properly incurred by them.

(a) In attending and returning from meetings of the Board of Directors or any Committee

thereof.

(b) In connection with the business of the Company.

19. Without prejudice to the generality any of the foregoing Article, if any director, being willing

shall be called upon to perform extra or to make any special exertion in going or residing away

from the usual place of his residence for any of the purposes of the Company or in giving special

attention to the business of the company or as a member of a Committee of the Board then subject

to section 313 0f the Act, the Board may remunerate the Director so doing either by fixed sum or

by a percentage of profits or otherwise and such remuneration may be either in addition to or in

substitution for other remuneration to which he may be entitled.

20. The Board shall have power at any time and from time to time appoint any person as a Director as

an addition to the Board but so that the total number of Directors shall not at any time exceed the

maximum number fixed by these Articles. Any Director so appointed shall hold office only until

the next annual general meeting of the company and shall then be eligible for re-election.

21. If any vacancy occurs in the Board of Directors it may be filled up by the Directors. Any person

chosen shall retain his office so long only as the vacating Director would have retained the same

if no vacancy had occurred. The continuing Directors may act notwithstanding any vacancy in

their body so long as the number fall below the minimum above fixed and so long the number is

below the minimum the Directors shall not act except for the purpose of filling up such vacancies.

22. The Board may appoint any person to act as alternate Director for a Director during the latter‟s

absence for a period of not less than three months from the State in which meeting of the Board

are ordinarily held and such appointee whilst he holds office as an alternate director, shall be

entitled to notice of meeting of the Board and to attend and vote thereat accordingly ; but he shall

ipso facto vacate office it, and when the absent Director returns to the state in which meetings of,

the Board are ordinarily held or the absent director vacates office as a Director.

23. Subject to sections 292 and 293 of the Act, the Directors may from time to time at their discretion

borrow and secure the payment of any sum or sums of moneys for the purposes of the company.

The Directors may secure the repayment of such moneys in such manner and upon such terms and

conditions in all respects as they fit, and in particular by the issue of debentures or debenture

stocks of the company charged upon all or any part of the property of the company (both present

and future) including its uncalled capital for the time being.

24. The Chairman, if any, of the Board shall take the chair at every meeting of the Board of Directors,

lf at any meeting the chairman is not present within 15 minutes after the time appointed for


62

holding the meeting or if there be no chairman appointed by the Board, the other Directors present

may choose one of their number to be chairman of the meeting.

25. The Board may, from time to time, appoint one or more of their body to the office of Managing

Director for such period, and on such terms as they think fit and may, from time to time (subject

to the provisions of any contract between him and the company) remove or dismiss him from

office and appoint another in his Place.

26. A Managing Director shall, in addition to the remuneration payable to him as a Director of the

Company Under these articles, receive such additional remuneration as may from to time, be

sanctioned by the Board.

27. Subject, to Provisions of the Act, in particular lo the prohibitions and restrictions contained in

Section 292 thereof, the Board may, from time to time, entrust to and confer Upon a Managing

Director for the time being such of the powers, exercisable under these presents by the Directors

as it may think fit and may confer such powers for such time and to be exercised for such objects

and purposes and upon such restrictions as it thinks fit, and it may Confer such powers, either

collaterally with or to the exclusion of and in substitution for all or any of the powers of the

Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of

such powers.

28. The Board shall meet together at least once in every three months and at least four such meetings

shall be held in every year, subject to the forgoing, the Board may adjourn and otherwise regulate

its meetings and proceedings as it thinks fit, Notice in writing of every meeting of the Board shall

be given to every Director for the being in India, and at his usual address in India.

29. A Director may and on the request of a Director, the secretary shall at any time summon a

meeting of the Directors.

30. Questions arising at any meeting shall be decided by a majority of votes, each director having one

vote and in case of equality of votes, the Chairman shall have a second casting vote.

31. A meeting of the Directors for the time being at which a quorum is present shall be competent to

exercise all or any of the authorities, powers and discretions by or under these articles vested in or

exercisable by the directors generally.

32. Save in those cases where a resolution is required to be passed at a meeting of the Board, a

resolution shall be as valid and effectual as if it had been passed at meeting of the Board, or

Committee of the Board, as the case may be duly called and constituted, if a draft thereof in

writing is circulated, together with the necessary papers if any, to all the Directors, or to all the

members of the Committee of the Board, as the case may be, then in India (not being less in

number than the quorum fixed for meeting of the Board or the committee) at their usual address in

India and has been, approved by such of them as are then in India or by a majority of such of them

as are entitled to vote on the resolution.

SEAL


63

33. The Company shall have a common seal and the Board shall provide for the safe custody of the

seal and shall determine the place and manner of use of such seal and confer the authority for its

use to such persons as they shall from time to time designate.

DIVIDEND

34. Subject to sections 205 and 206 of the Act, there may from time to time be paid to Members such

dividends, interim or otherwise, as may appear, to the Board to be justified by the profits of the

company.

35. A transfer of shares shall not pass the rights to any dividend thereon before the registration of the

transfer by the company.

36. No dividend shall be paid in respect of any share capital except to the Member registered in

respect of such share or to his order or to his bankers but nothing contained in this article shall be

deemed to requires banker of a member to make a separate application to the Company for

payment of the dividends.

37. Any one of several persons who are members registered jointly in respect of any share may give

effectual receipts for all dividends, bonuses and other payments in respect of such share.

38. Notices of any dividend, whether interim or otherwise, shall be given to the persons entitled to

share therein in the manner mentioned in the Act.

39. Unless otherwise directed, any dividend, interest or other moneys payable in cash in respect of

shares may be paid by cheque or warrant sent though post to the registered address of the member

as appearing in the registered of members and in the case of members registered jointly to the

registered address of the first named in the register or to such address as the member or members

as the case may be, may direct and every cheque or warrant shall be made payable to the order of

the person to whom it is sent,

40. Unclaimed dividends will be regulated in accordance with the provisions .of the Companies Act

1956.

41. All dividends shall be paid proportionately to the amounts paid or credited as paid on the shares

or unless the terms of issue otherwise provide, shall carry dividend only for the period from the

date of allotment.

ACCOUNTS

42. The Board shall cause to be kept in accordance with. Section 209 of the Act proper books of

account with respect to :-

(a) All sums of money received and expended by the Company and the matters in respect of

which the receipt and expenditure has taken place.

(b) All sales, and Purchases of the goods by the company.

(c) The assets and liabilities of the company,


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43. The books of account shall be kept at the registered office or at such other place in India as the

Board thinks fit, and shall be open to inspection by any Director during business hours.

44. The Board shall from time to time determine whether and to what extent and at what times and

places under what conditions or regulations, the books of account and books and documents of the

Company, other than those in respect of which right of inspection by members is conferred by

law, shall be open to the inspection of the member ( not being Directors) and no member( not

being a Director) shall have any right of inspecting any books of account or book or document of

the Company except as conferred by law or authorized by the Board or by the Company in

General Meeting.

GENERAL

45. Every Directors, author, trustee, member of the committee, officer, servant, agent, accountant or

other persons employed in the business of the company shall observe strict secrecy respecting all

transaction of the company with the customers and the state of accounts with individuals and the

matters relating thereto shall not reveal any of the matters which may come to his or their

knowledge in the discharge of his or their duties except when required to do by the Directors or

by a court of law and except so far as may be necessary in order to comply with any of the

provisions in these presents contained.

46. No member shall be entitled to require the discovery of or any information respecting any details

of the company‟s trading or any matter which is or may be in the nature of trade secret, mystery

of trade or secret process which may relate to the conduct of the business of the Company and

which in the opinion of the Directors it will be inexpedient in the interest of the Company to

communicate.

47. Subject to provisions of Section 201 of the Companies Act, 1956 the Directors, Auditors,

Secretary and other officers for the time being of the Company and their heirs, executors and

administrators respectively shall be indemnified out of the funds of the Company from and

against all suits, proceedings costs, losses, damages and expenses which they or any of them shall

or may incur or sustain by reason of any act done or omitted in or about the execution of their

duty in their respective offices, except such (if any) as they shall or may incur or sustain by or

through their own willful neglect or default respectively and no such officers shall be answerable

or the acts, receipts, neglects or defaults of any other officer or for joining in any receipts for the

sake of conformity or for the honesty of any bankers or other persons with whom any moneys or

effects belonging to the company may be lodged or deposited, for safe custody or for any

insufficiency or deficiency or any security upon which any moneys of the company shall be

invested or for any other loss or damage due to any such cause aforesaid or which may happen in

or about the execution of his office unless the same shall happen through the willful neglect or

default of such officer.

48. Subject to the provisions of Section 201 of the Act, no Director or other Officer of the Company

shall be liable for the acts, receipts, respect of any other Director or Officer of for joining in any

receipt or other act for conformity or for any loss expenses happening to the company through the

insufficiency or deficiency of title to any property acquired by order of the Directors for or on

behalf of the company or for the Insufficiency or deficiency of any security In or upon which any

of the moneys of the company shall be invested or any loss or damage arising from the

bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities, or

effects shall be deposited or for any loss occasioned by an error of judgment on oversight on his

part, or for any loss, damage or misfortunes whatever which shall happen in the execution of the

duties of his office or in relation thereof unless the same happens through his own dishonesty.


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SECTION IX - OTHER INFORMATION

MATERIAL DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the Registered Office from

10.00 am to 4.00 pm on Working Days

1. Certificate of Incorporation of the Company.

2. Memorandum and Articles of Association of the Company as amended from time to time.

3. Scheme of Amalgamation between Lions Commercial Company Limited and Satya Miners &

Transporters Limited.

4. Scheme of Amalgamation between Swadha Investment Company Limited, Guha Mozumdar

Housing Finance Company Limited, Epic Mercantiles Limited, Eik River Ceramics Limited

and Satya Miners & Transporters Limited.

5. Copies of Annual Report of the Company for the last five years.

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DECLARATION

All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of

India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may

be, have been complied with and no statement made in this Information Memorandum is contrary to

the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or

the rules made or guidelines or regulations issued there under, as the case may be, and that all

approvals and permissions required to carry on the business of the Company have been obtained, are

currently valid and have been complied with. We further certify that all the statements in this

Information Memorandum are true and correct.

For Satya Miners and Transporters Limited

Sd/-

Mr. Ananda Halder

Managing Director

Date: October 31, 2013

Place: Kolkata