DIRECTORS' REPORT

To

The Members,

M/s. Sanmit Infra Limited

Your Directors are pleased to present the 15th Annual Report together with Audited Statement of Accounts for the year ended 31st March 2015.

OPERATIONS PERFORMANCE:

The Company had sold its HR Software to M/s. Pentagon Global Solution Limited. The Sale consideration was not received by the company despite follow ups and Legal Notices. The Company at its meeting held on 30.5.2015 written off the outstanding of Rs. 52,308,500/-for the year ended 31.3.2015 and for the said reason the company made an accumulated losses of Rs. (86,224,068).

The Company though changed its object but since there were no definitive promoter, the businesses of the company has not carried/started during the periods. Under clause 24 (f) of the Listing Agreement, BSE has not accorded its in-principle approval.

Mr. Sanjay Makhija along with Mr. Haresh Makhija, Mr. Dinesh Makhija, Mr. Kamal Makhija, Mr. Kanayalal Makhija and Ms. Rhea Makhija pursuant to Regulation 3(1) and Regulation (4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 gave an open offer to acquire the Management control of the Company..

TRANSFER TO RESERVES

Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.

DIVIDEND

In view of accumulated losses, your Directors did not recommend any dividend for the year

FIXED DEPOSIT:

The Company has not accepted / renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under from the public or from the shareholders during the period under review.

CORPORATE GOVERNANCE:

As per the directions of SEBI and the Bombay Stock Exchange Ltd., the code of corporate governance become applicable to the company w.e.f.2002-03 and accordingly the company has been adhering to the directions and guidelines as required. The report on the Code of Corporate Governance is annexed separately in this Annual Report.

CHANGE OF REGISTERED OFFICE:

The company made an application for Change of Registered Office from the State of Tamil Nadu to State of Maharashtra and the said application is pending before the appropriate authority.

DIRECTORS:

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 read with applicable rules, provides that independent directors shall hold office for a term up to five consecutive years on the board of a company; and shall be eligible for re­appointment on passing a special resolution by the shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Nomination and remuneration committee at their meeting held on 12th February, 2015 has recommended the appointment of Mr. Sanjay Nasta as the Independent Director of the company with effect from 12.2.2015 and for period of 5-years and his appointment is subject to the approval by the members at the Annual General Meeting to be held on 18th September 2015 as required under Section 149(10). He is not liable to retire by rotation.

The Nomination and Remuneration committee at its meeting held on 23rd March, 2015 has recommended the appointment of Ms. Meena Bhate as an Independent Woman Director of the company with effect from 23.3.2015 and for period of 5-years and her appointment s subject to the approval by the members at the Annual general meeting to be held on 18th September 2015 as required under Section 149(10). She is not liable to be retired by rotation.

Mr. Sanjay Makhija and Mr. Kanyalal Makhija, Directors of the company resigned from the Board on 3rd November 2014 on account of difficulties to run the company. However, pursuance of the Promoter Dr. Palanjappan, withdrew his letter of resignation and came out with an open offer to takeover the management of the Company. Mr. Satyajit Mishra - Independent Director due to personal reason resigned as a director of the company w.e.f. 05.11.2014 and Mr. Ramakrishan Muralidhran- Director of the company resigned due to some personal reasons w.e.f. 05.11.2014. However due to the pendency of the Open Offer Board and the Merchant Banker requestedthemto continue in the Board whichthey have accepted.

1. Hence for all purpose of the open offer the Board was constituted by the following Director's :

a. Mr. Sanjay Makhija

b. Mr. Kanyalal Makhija

c. Mr. Ramakrishnan Muralidharan

d. Mr. Satyajit Mishra

e. Mr. Miten Shroff

f. Mr. Mitesh Pujara

2. The Board also appointed Mr. Sanjay V. Nasta on 12th February 2015 and Ms. Meena Bhate on 23/3/2015. Mr. Sanjay V. Nasta, Ms. Meena Bhate, Mr. Sanjay Makhija and Mr. Kanayalal Makhija have been advised to not to participate the Board till the completion of the open offer.

3. The Board at their meeting held on 14/8/2015 accepted the resignation of the following persons:

a. Mr. Ramakrishnan Muralidharan

b. Mr. Satyajit Mishra - Independent Director

c. Mr. Miten Shroff - Independent Director

d. Mr. Mitesh Pujara

4. The Board has appointed Mr. Sanjay Makhija as Managing Director of the Company.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 6 members. Out of which one is the Managing Director, two non executive directors, two Independent Directors. The Woman Director is also one of Independent Director.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS:

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulations, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMMITTEES OF THE BOARD:

Currently, the Board has four committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee and 4. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

INDEPENDENT DIRECTORS DECLARATIONS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

6. Independent director possesses such qualifications as may required by the Board.

7. The Company & Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP  COMMITTEE:

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and stakeholders Relationship Committee consisting of three members, i.e. Mr. Miten Shroff, Mr. Mitesh Pujara and Mr. Sanjay Makhija.

The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with clause 49 of the Listing Agreement;

c. Adhere the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. The Independent Director has adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director are able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and Able to review the policy, participate in the meeting with all the stake holders of the company, Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting ;

2. The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Development of Risk Management Policy

RISK MANAGEMENT POLICY:

Sanmit Infra Limited is exposed to risks such as liquidity risk, Interest rate risk, Credit risk and Operational risk that are inherent in the construction cum infrastructure businesses.

The infrastructure and realty segment presently witnessing down trend. The Company decides to follow the infrastructure and government sponsored projects in future.

By strictly following the regulatory norms and RBI financial Guidelines, the company effectively manages the risks and has a focused Risk Management monitoring in place.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern basis".

v. That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

vi. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS:

At the Annual General Meeting held on 30th September, 2014, M/s. K.M. Tapuriah & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. K.M. Tapuriah & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the Companies Act,  2013.

SECRETARIAL AUDITOR:

M/s. Ramesh Chandra Mishra & Associates - Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Secretarial Audit Report for F.Y. 2014-15 forms part of the Annual Report and part of the Board's report as Annexure-1.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates - Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2015-16.

EXTRACT OF ANNUAL RETURNS:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure-2

CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies Act, 2013, all companies having net worth of Rs. 500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the three immediately preceding financial years.

The Company presently does not meet with any of the criteria stated herein above.

PARTICULARS OF LOANS, GURANTEE OR INVESTMENTS:

There were no Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website <http://www.sanmitinfra.in/>

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy (FRM) to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

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

All Board of Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES:

There was no any material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the annexed balance sheet relates & the date of the director's report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology.

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

CERTIFCATE ON CORPORATE GOVERNANCE:

Certificate on corporate governance as required by Clause 49 of the Listing Agreement, M/s. Ramesh Chandra Mishra & Associates-Company Secretary in Practice has issued the certificate on corporate governance is appended as Annexure-3 to the Board's report.

STATEMENT PURSUANT TO LISTING AGREEMENTS:

The company's shares are listed with The Bombay Stock Exchange. The Company has paid the respective Annual Listing Fees up to date.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the contributions made by the employees at all the levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continuous support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us, in your Co­operation & never failing support.

BY ORDER OF BOARD

For Sanmit Infra Limited

Sd/- Sanjay Makhija

Chairman

(DIN : 00586770)

Place: Mumbai

Date : 14.08.2015