Your Directors have pleasure in presenting Thirty First Annual Report together with theAudited Statement of Accounts of the company for the year ended 31st March2016.
The performance of the Company for the financial year ended on 31st March2016 is summarized below:
(Rs. in Lacs)
|Particulars ||2015-16 ||2014-15 |
|Sales and other Income ||77.92 ||85.22 |
|Profit before tax and depreciation ||2.57 ||3.85 |
|Depreciation ||1.41 ||1.54 |
|Profit before tax ||1.16 ||2.31 |
|Deferred Tax ||0.52 ||(0.45) |
|Current Tax ||(0.21) ||(0.48) |
|Profit after Taxation ||1.47 ||1.38 |
|Previous year taxation adjustment ||(7.69) || |
|Balance brought forward from previous year ||195.56 ||194.18 |
|Provision for diminution in value of non current investment ||-- || |
|Excess Depreciation Written back ||-- || |
|Amount available for appropriation ||189.34 ||195.56 |
|APPROPRIATION ||-- || |
|Amount Carried to Balance sheet ||189.34 ||195.56 |
Your Directors have decided to plough back the profits to the operational fundrequirement of the Company. Hence no dividend has been recommended for the year underreview.
AMOUNT TRANSFERRED TO RESERVE
During the year the Company has not transferred any amount in General Reserve.
During the year under review sales and other income of the Company stood at Rs. 77.92Lacs as compared to previous year Rs. 85.22 Lacs showing decreasing trend over theprevious year. The Profit before tax was decreased to Rs. 1.16 Lacs as compared toprevious year figure of Rs. 2.31 Lacs but Profit after tax increased to Rs. 1.47 Lacs ascompared to previous year figure of Rs.1.38 Lacs.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.
During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2016 stood at Rs. 30000000/-.The Company has not issued shares with differential voting rights nor has granted anystock option or sweat equity shares. As on 31st March 2016 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
All properties and insurable interests of the Company have been adequately insured.
HUMAN RESOURCE & EMPLOYEES RELATIONS
Employees relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the co-operation extended by all the employees inmaintaining cordial relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The paidup capital of the Company is not exceeding Rs. 10.00 crore and net worth of theCompany is not exceeding Rs. 25.00 crore therefore Company is not required to comply theprovisions of Corporate Governance in terms of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to the Company. Company comply theprovisions of Corporate Governance as a practice of good corporate governance. AManagement Discussion and Analysis Report Corporate Governance Report and Auditors'Certificate regarding compliance of conditions of Corporate Governance are made a part ofthe Annual Report.
DIRECTORS' RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief your Directors make the following statementsin terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013:
i) That in the preparation of the annual accounts for financial year ended 31stMarch 2016; the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and of the profit and loss of the Company for that period;
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going concern basis;
v) That the Directors have laid down internal financial controls which are adequateand are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Swati Sudesh Oturkar Director of Company retires by rotation in accordance withthe provisions of Articles of Association of the Company and being eligible offer herselffor reappointment.
During the year under review the members approved the appointments of Mrs. SwatiSudesh Oturkar as a Director of the Company who are liable to retire by rotation.
During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified holding office as director.
Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of the Annual General Meeting.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiary or joint venture or associate Company as on31.03.2016.
During the year the following associates Companies have been liquidated:
1. SAMRADHI REAL ESTATE PVT LTD
2. PROMISE SECURITIES PRIVATE LIMITED
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year. The details of which are given in theCorporate Governance Report that forms part of this annual report. The intervening gapbetween any two Meetings was within the period prescribed under the Companies Act 2013.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and Senior Managementand Independent Directors of the Company. All the Board members including IndependentDirectors and Senior Management Personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The evaluation of all the directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
None of Independent Directors are due for re-appointment.
Details of the programmes for familiarization of the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. are available on thewebsite of the Company at the link:http://www.sarthakglobal.com/images/Familiarisation%20Programme-Sarthak%20Global.pdf
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements and during the year no reportable material weaknesses in the designor operation were observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year theCompany had not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. The Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the link:http://www.sarthakglobal.com/images/Related_Party_Policy-SGL.pdf
MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OFFINANCIAL YEAR
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
The provisions of Section 134(3)(m) of the Companies Act 2013 in respect ofconservation of energy and technology absorption do not apply to the Company. Accordinglythese particulars have not been provided.
During the year under review the foreign exchange outgo was Rs. NIL (PreviousYear Rs. NIL) and the foreign exchange earning was Rs. NIL (Previous year Rs. Nil).
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
None of the employee has received remuneration exceeding the limit as stated in Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Disclosure pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in the "AnnexureA" forming part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 adoptedby the Board is appended as
" Annexure B" forming part of this report.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report. All the recommendations made by theAudit Committee were accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy inline with the provisions of the Companies Act 2013 and the Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on theCompany's website i.e. www.sarthakglobal.com.
Pursuant to Section 134(3)(n) of the Companies Act 2013 & & Regulation 17(9)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof the Company has formed a Risk Management Committee to frame implement and monitor theRisk Management Plan for the Company. The details of risk have been covered in theManagement Discussion and Analysis Report forming part of the Boards report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
AUDITORS & AUDITOR'S REPORT
The Auditors M/s. Rajendra Garg & Co. Chartered Accountants (FRN: 005165C) retireat the forthcoming Annual General Meeting and are eligible for re-appointment. The Companyhas received a certificate from the auditors to the effect that if they are re-appointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013and they are not disqualified for such appointment. The notes referred to by the Auditorsin their Report are self explanatory and hence do not require any explanation. Furtherthere was no fraud in the Company which was required to report by statutory auditors ofthe Company under sub-section (12) of Section 143 of Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Ajit Jain & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2015-16. The Secretarial Audit Report for the financial year 2015-16 is annexed herewithas "Annexure C" forming part of this report.
There are no adverse comments qualifications or reservations or adverse remarks in theSecretarial Audit Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts ortribunals impacting the going concern status of the Company and future operations.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in form MGT 9 is annexed herewith as "Annexure D" formingpart of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees (permanent contractual temporary trainees) are covered under the policy.There was no complaint received from any employee during the financial year 2015-16 andhence no complaint is outstanding as on 31.03.2016 for redressal.
The Directors wish to convey their appreciation to all of the employees of the Companyfor their enormous personal efforts as well as their collective contribution during theyear. The Directors would also like to thank the shareholders customers suppliersbankers financial institutions and all other business associates for their continuoussupport given by them to the Company and their confidence in the management.
|For and on behalf of the Board of Directors ||For and on behalf of the Board of Directors |
|SITARAM RATHI ||MAHENDRA PAL KOTHARI |
|Whole-time Director ||Director |
|DIN: 00276239 ||DIN: 03205320 |
|Place: Indore || |
|Dated: 03rd September 2016 || |
ANNEXURE A' TO DIRECTORS' REPORT
DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Executive Director ||Ratio of median remuneration |
|Mr. Sitaram Rathi ||6.26 |
|Non-Executive Director || |
|Mr. Mahendra Pal Kothari ||0.03 |
|Mr. Yogender Mohan Sharma ||0.03 |
|Mrs. Swati Sudesh Oturkar ||0.03 |
(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
|Name of Directors CFO and Company Secretary ||% increase in the remuneration in the financial year 2015-16 |
|Mr. Sitaram Rathi (Whole-time Director) ||Nil |
|Mr. Yogender Mohan Sharma (Non-Executive Independent ||Nil |
|Director) || |
|Mr. Mahendra Pal Kothari (Non-Executive Independent Director) ||Nil |
|Mrs. Swati Sudesh Oturkar (Non-Executive Director) ||Nil |
|Mr. Sunil Gangrade (Chief Financial Officer) ||9.26% |
|Mr. Prakash Joshi (Company Secretary) ||53.33% |
(iii) The percentage increase in the median remuneration of employees in the financialyear: 8.74%
(iv) The number of permanent employees on the rolls of Company: 10
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2015-16 was 8.85% whereas the percentileincrease in the managerial remuneration for the same financial year was 6.12%.
(vi) Affirmation that the remuneration is as per the remuneration policy of thecompany.
It is affirmed that remuneration is as per the remuneration policy of the Company.
ANNEXURE B' TO DIRECTORS' REPORT
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Regulation19 of Listing Regulation as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee and has been approved by the Boardof Directors.
"Act" means the Companies Act 2013 and Rules made thereunder as amendedfrom time to time.
"Board" means Board of Directors of the Company.
"Company" means "Sarthak Global Limited".
"Committee" means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.
"Directors" means Directors of the Company.
"Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;
"Key Managerial Personnel" means: i) The Chief Executive Officer or theManaging Director or the Manager; ii) The Company Secretary; iii) The Whole-time Director;iv) The Chief Financial Officer; and v) such other officer as may be prescribed
"Senior Management" means the personnel of the Company who are members ofits core management team excluding Board of Directors.
"Policy" or "This policy" means Nomination andRemuneration Policy.
"Independent Director" means a Director referred to in Section 149 (6) ofthe Companies Act 2013 and the Listing Agreement with the Stock Exchanges.
NOMINATION AND REMUNERATION COMMITTEE
The Board constituted a Nomination and Remuneration Committee consisting of three ormore non-executive directors out of which at least one half are independent directors. TheChairman of the Committee is an independent director.
ROLE OF THE COMMITTEE
The role of the Committee is as under:
(a) To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;
(b) To formulate criteria for evaluation of Independent Directors and the Board;
(c) To carry out evaluation of every Director's performance;
(d) To devise a policy on Board diversity;
(e) To identify persons who are qualified to become directors and who may be appointedin Senior Management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;
(f) To recommend to the Board on remuneration payable to the Directors Key ManagerialPersonnel and Senior Management;
(g) To ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meet appropriate performancebenchmarks;
(h) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
POLICY FOR APPOINTMENT OF MANAGERIAL PERSONNEL DIRECTOR KMP AND SENIOR MANAGEMENT:
I. Appointment criteria and qualifications
(a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Managerial Personnel Director or KMP orSenior Management and recommend to the Board his /her appointment.
(b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.
(c) Appointment of Independent Directors is also subject to compliance of provisions ofSection 149 of the Companies Act 2013 read with Schedule IV and rules thereunder and theListing Agreement.
(d) The proposed appointee shall also fulfill the following requirements forappointment as a director:
i. Shall possess a Director Identification Number;
ii. Shall not be disqualified under the Companies Act 2013;
iii. Shall give his written consent to act as a Director;
iv. Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;
v. Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;
vi. Such other requirements as may be prescribed from time to time under theCompanies Act 2013 Equity Listing Agreements and other relevant laws.
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
POLICY FOR REMUNERATION OF MANAGERIAL PERSONNEL DIRECTOR KMP AND SENIOR MANAGEMENT:
I. Remuneration to Executive Directors and Key Managerial Personnel
The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Executive Directors of the Companywithin the overall limits approved by the shareholders.
The Board on the recommendation of the Nomination and Remuneration Committee shallalso review and approve the remuneration payable to the Key Managerial Personnel of theCompany.
The Executive Director and Key Managerial Personnel shall be eligible for a monthlyremuneration as may be approved by the Board. The breakup of the pay scale and quantum ofperquisites including employer's contribution to P.F pension scheme medical expensesclub fees etc. shall be decided and approved by the Board/the Person authorized by theBoard and approved by the shareholders and Central Government wherever required.
II. Remuneration to Non-Executive and Independent Directors
The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Non-Executive and Independent Directorsof the Company within the overall limits approved by the shareholders.
Non-Executive and Independent Directors shall be entitled to sitting fees for attendingthe meetings of the Board and the Committees thereof. The amount of such fees shall bedecided by the Board on recommendation of the Nomination and Remuneration Committee.
The Non-Executive and Independent Directors shall also be entitled to profit relatedcommission in addition to the sitting fees if approved by the Board on recommendation ofthe Nomination and Remuneration Committee.
The remuneration payable to the Non-Executive and Independent Director shall be subjectto ceiling/limits as provided under the Companies Act 2013 and rules made thereunder.
III. Remuneration to other employees
Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
REVIEW AND AMENDMENT
The Nomination and Remuneration Committee or the Board may review and amend the Policyas and when it deems necessary.
In case of any amendment(s) notification(s) clarification(s) circular(s) etc. issuedby the relevant authorities not being consistent with the provisions laid down under thisPolicy then such amendment(s) notification(s) clarification(s) circular(s) etc. shallprevail upon the provisions hereunder and this Policy shall stand amended accordingly fromthe effective date as laid down under such amendment(s) clarification circular(s) etc.