Your Directors have pleasure in presenting the Twenty-sixth Annual Report on thebusiness and operations together with the Audited Financial Statements of the Company forthe year ended on March 31 2017.
1] FINANCIAL RESULTS
|Particulars ||For the year ended March 31 2017 ||For the year ended March 312016 |
|Total Income ||199902 ||8448543 |
|Earnings before interest depreciation and tax ||(952629) ||(179362) |
|Interest and Finance Charges ||- ||- |
|Depreciation ||- ||16636 |
|Profit/(loss) before exceptional item ||(952629) ||(195998) |
|Profit on sale of fixed assets ||- ||79794519 |
|Profit/(loss) before Taxation ||(952629) ||79598521 |
|Provision for Current Tax ||- ||5600000 |
|Provision for Deferred Tax ||- ||26866303 |
|Profit after tax ||(952629) ||47132218 |
|Earnings per Equity share-Basic & Diluted ||(0.31) ||15.11 |
In the previous year the company had restarted its business operations by dealing inthe paper products by trading in the same. This activity needs working capital. Thecompany has not been able to raise working capital and hence the operations during theyear have been minimal. Due to fixed overheads the company has incurred losses during theyear.
In view of losses the Board of Directors do not propose any dividend for the financialyear ended 31st March
4] TRANSFER TO RESERVE
For the year under review no amount has been transferred to General Reserve.
5] SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 31200000/-. The Companyhas not issued and allotted any securities during the year ended March 31 2017.
Cash and cash equivalent as at March 31 2017 was Rs. 93117/- against Rs. 412641/-last year.
During the year under review the Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies[Acceptance of Deposits] Rules 2014.
8] PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investment have been disclosed in thefinancial statements.
9] MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) the ManagementDiscussion & Analysis is presented in separate section forming part of the AnnualReport as Annexure 1.
10] CORPORATE GOVERNANCE:
Pursuant to Regulation 15 (2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) shall not bemandatory for the time being in respect of the listed entity having paid up equity sharecapital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore as on thelast day of the previous financial year. As our company's paid up equity share capital isnot exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day ofthe previous financial year compliance with Regulation Para C D and E of schedule V ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR) a Report on Corporate Governance is notapplicable.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Kamini Johari [DIN: 01309286] retires by rotationand being eligible has offered herself for reappointment.
During the year under review the Board mates 4 times on (1) 30.05.2016 (2)14.08.2016 (3) 14.11.2016 and (4)
14.02.2017; the Members of Audit Committee mates 4 times on (1) 30.05.2016 (2)14.08.2016 (3) 14.11.2016 and
(4) 14.02.2017; The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 and the Listing Obligations and DisclosureRequirements Regulations 2015. The details of the Meetings of the board of Directors areset as follows:
|Name ||Designation ||Number of Board Meeting attended ||Last AGM attended |
|Manish Dharanendra Ladage (DIN: 00082178) ||Director ||4 ||Yes |
|Mahesh Salamatrai Makhijani (DIN: 00322226) ||Director ||4 ||No |
|Kamini Kamal Johari (DIN: 01309286) ||Director ||4 ||Yes |
|Krishnamurthy Anantharayanan (DIN: 06579510) ||Director ||4 ||No |
13] DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 as well as LODR.
14] BOARD EVALUATION
In compliance with the provisions of the Companies Act 2013 read with the Rules framedthere-under and Regulation 17 of the LODR the Board had carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Committees. The Board of Directors expressed their satisfaction withthe evaluation process.
15] AUDIT COMMITTEE
The Audit Committee is constituted in line with the regulatory requirements mandated bythe Companies Act 2013 and the Listing Obligations and Disclosure RequirementsRegulations 2015. The details of the Committee are set as follows:
Composition and Attendance at Meetings of Audit Committee
|Name ||Category ||Meeting attended |
|Mr. Manish D Ladage ||Director - Chairman ||4 |
|Mr. Mahesh Makhijani ||Independent Director ||4 |
|Mr. Krishnamurthy Ananthanarayanan ||Independent Director ||4 |
16] NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013 and the Listing Obligations andDisclosure Requirements Regulations 2015. The details of the Committee are set asfollows:
Composition and Attendance at Meetings of Nomination & Remuneration Committee:
|Name ||Category |
|Mr. Manish D Ladage ||Director Chairman |
|Mr. Mahesh Makhijani ||Independent Director Member |
|Mr. Krishnamurthy Ananthanarayanan ||Independent Director Member |
There was no meeting called during the financial year.
17] CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
As company is not falling in the criteria specified under section 135(1) of theCompanies Act 2013 no comment is
18] MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
19] INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in designs or operations were observed.
20] DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
During the year under review no material orders were passed by the Regulators / Courts/ Tribunals impacting the
Company's going concern status and future operations.
21] DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company had no subsidiary as at the end of the financial year ended March 31 2017.
22] REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
Your Company has framed a Remuneration Policy which lays down a framework in relationto the Directors Key Managerial Personnel and Senior Management of the Company. Duringthe Year Company has not paid any remuneration to directors and no employees are there onthe pay roll of the Company.
23] VIGIL MECHANISIM
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the Task Force or to the Chairman of the Audit Committee.
24] RISK MANAGEMENT POLICY
The Company has framed Risk Management Policy. The main objective of this policy is toensure sustainable business growth with stability and to promote proactive approach toidentifying evaluating and resolving risks associated with its business. In order toachieve the key objective the policy establishes structured and disciplined approach torisk management in order to guide decisions on risk related issues.
Under the current challenging and competitive environment the strategy for mitigatinginherent risk in accomplishing the growth plan of the Company is imperative. The commonrisks interalia are regulatory risk competition financial risk technology obsolescencehuman resources risk political risks investments retention of talents expansion offacilities and product price risk.
25] CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under the Act are provided in Annexure2 to this report.
26] DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134  of the Companies Act 2013 the Directors confirm that:
i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with the proper explanations relating to material departures.
ii) Appropriate Accounting Policies have been selected and applied consistently.Judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the Profit and LossAccount for the Financial Year 2016-17 have been made.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and preventing and detecting fraud and other irregularities.
iv) The Annual Accounts have been prepared on a going concern basis.
v) The policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets prevention & detection of frauds / errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation internal Financial Controls are adequate and were operating effectively;
vi) Proper systems are in place to ensure compliance of all laws applicable to theCompany and that such systems are adequate and operating effectively.
27] RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and the provisions ofthe Companies Act 2013 Rules made there under and the LODR are not attracted.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for transactionswhich are foreseen and repetitive in nature. The transactions entered into pursuant toomnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis.
Particulars of contracts / arrangement with related parties entered intounder section188 are available in AOC 2 as Annexure 3 to this report.
The details of transactions with Related Parties are given in the notes to theFinancial Statements in accordance with the Accounting Standards.
The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company at http://www.sardapapers.com
None of the Directors has any pecuniary relationships or transactions vis--vis theCompany.
a) Statutory Auditors
Under Section 139 of the Companies Act 2013 and the rules made there under it ismandatory to rotate the statutory auditor on completion of the maximum term permittedunder the said section. The audit committee of the company has proposed and the board ofdirectors of the Company has recommended the appointment of M/s. S K H D & Associates Chartered Accountants (firm registration no. 105929W) in place of S M M P &Associates Chartered Accountants Mumbai as the Statutory Auditor of the Company to holdoffice for a period of five consecutive years from the conclusion of the 26thAnnual general meeting of the company till the conclusion of the 31st AnnualGeneral Meeting to be held in year 2022 subject to the approval of the shareholders ofthe company. They have confirmed their eligibility to the effect that their appointmentif made would be within the prescribed limits under the Act and that they are notdisqualified for re-appointment.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014 the Company hadappointed M/s. JNG & CO. a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Reportis part of this report as Annexure4
29] COMMENTS ON AUDITORS' & SECRETARIAL AUDIT REPORT
With regard to the observations on appointment of whole time Company Secretary theboard has made enough efforts to appoint Company Secretary however failed to appoint awhole-time Company Secretary mainly due to size and operations of the company incompliance with section 203 of the Companies Act 2013.
30] EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 are annexed as Annexure 5 and forms anintegral part of this Report.
31] DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION
AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aRespect for Gender' Policy on prevention prohibition and redressal of sexualharassment in line with the provisions of the Sexual Harassment of Women at Workplace[Prevention Prohibition and Redressal] Act 2013 and the Rules framed there under.
The Company has not received any written complaint on sexual harassment during thefinancial year.
32] REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the
Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.
Your Directors thank all the shareholders customers vendors banks and the State andCentral Governments for the support extended during the year and look forward to theircontinued support in the future. Your Directors also place on record their appreciation ofthe contribution made by the Company's employees at all levels.
| ||For and on behalf of the Board |
| ||Kamini Kamal Johari |
| ||Chairman |
| ||[DIN: 01309286] |
|Place: Mumbai || |
|Dated: 30thMay 2017 || |