You are here » Home » Companies » Company Overview » Sarthak Industries Ltd

Sarthak Industries Ltd.

BSE: 531930 Sector: Others
NSE: SARTHAKIND ISIN Code: INE074H01012
BSE LIVE 15:24 | 19 Feb Stock Is Not Traded.
NSE 00:00 | 05 Sep Stock Is Not Traded.
OPEN 5.67
PREVIOUS CLOSE 5.40
VOLUME 2
52-Week high 5.67
52-Week low 0.00
P/E 3.44
Mkt Cap.(Rs cr) 4
Buy Price 5.67
Buy Qty 498.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.67
CLOSE 5.40
VOLUME 2
52-Week high 5.67
52-Week low 0.00
P/E 3.44
Mkt Cap.(Rs cr) 4
Buy Price 5.67
Buy Qty 498.00
Sell Price 0.00
Sell Qty 0.00

Sarthak Industries Ltd. (SARTHAKIND) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting 31st Annual Report together withthe Audited Statement of Accounts of the Company for the year ended 31st March2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended on 31st March2015 is summarized below:

(Rs. In Lacs)
Particulars 2014-15 (01.04.2014-31.03.2015) 2013-14 (01.04.2013-31.03.2014)
Sales and other Income 9996.29 11733.68
Gross Profit/ (Loss) 102.53 (1081.39)
Depreciation 60.96 51.00
Profit/ (Loss) before tax 41.57 (1132.39)
Provision for Taxation for the year 14.43 137.65
Profit/ (Loss) after Taxation 27.14 (1270.04)
Balance brought forward from previous year (411.68) 858.36
Adjustment of Depreciation as per schedule II of the Companies Act 2013 (25.01) -
Amount available for appropriation (409.55) (411.68)
APPROPRIATION
Amount Carried to Balance sheet (409.55) (411.68)

DIVIDEND

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.

OPERATIONS

During the year under review Sales and Other Income of the Company stood at Rs.9996.29 Lacs showing decreasing trend over the previous year but Profit before tax hasincreased and stood at Rs. 102.53 Lacs as compared to previous year Loss Rs. 1081.39 Lacsand Net Profit also increased and stood at Rs. 27.14 Lacs as compared to previous year netloss Rs. 1270.04 Lacs. Your Directors are hopeful for better performance in the comingyears.

DEPOSITS

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.

SHARE CAPITAL

During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2015 stood at Rs. 69688500/-.The Company has not issued shares with differential voting rights nor has granted anystock option or sweat equity shares. As on 31st March 2015 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

INSURANCE

All properties and insurable interests of the Company including Building and Plant& Machinery have been adequately insured.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial 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

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges a ManagementDiscussion and Analysis Report Corporate Governance Report and Auditors' Certificateregarding compliance of conditions of Corporate Governance are made a part of the AnnualReport.

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 2015; 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 toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sartajsing Chhabra Director of the Company retires by rotation in accordance withthe provisions of the Articles of Association of the Company and being eligible offerhimself for reappointment. Mr. Virendra Kumar Gupta has been ceased from the Directorshipof the Company due to sad demise on 22.05.2014. The Board appreciates the servicesrendered by him during his association with your Company. Mrs. Deepika Arora was appointedas an Additional Director by the Board of the Company with effect from 16thMarch 2015 and holds office upto the date of this Annual General Meeting. Your Companyhas received a notice in writing proposing her candidature for the office of Director ofthe Company liable to retire by rotation.

During the year under review the members approved the appointments of Mr. UdeshDassani and Mr. Vijay Rathi as Independent Directors who are not liable to retire byrotation and Mr. Yogender Mohan Sharma as a Whole-time Director of the Company.

The Board designated Mr. Amit Jain Company Secretary as Key Managerial Personnel ofthe Company and appointed Mr. Vijay Agrawal as Chief Financial Officer (CFO) and KeyManagerial Personnel of the Company w.e.f. 01.07.2014 under Section 203 of the CompaniesAct 2013 and rules made thereunder. Mr. Vijay Agrawal has resigned from the post of CFOw.e.f. 01.03.2015 due to his pre-occupations and Mr. Kailash Kumar Agarwal has beenappointed by the Board as Chief Financial Officer (CFO) and Key Managerial Personnel ofthe Company w.e.f. 11.04.2015.

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 directors 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 duringthe year.

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times during the financial year. The details of which are given in theCorporate Governance Report that forms part of this annual report. The interveninggap between any two Meetings was within the period prescribed under the Companies Act2013.

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 Clause 49 ofthe Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.

None of Independent Directors are due for re-appointment.

FAMILIARIZATION PROGRAMME

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.sarthakindustries.com/images/Familiarisation%20Programme-SIL.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

Your Company has not given any loans or guarantees or made investment beyond the limitsmentioned under the provisions of Section 186 of the Companies Act 2013.

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 yearthe Company had not entered into any contract/ arrangement/ transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thelink: http://www.sarthakindustries.com/images/Related_Party_Policy.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 information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are given in the "AnnexureA" forming part of this report.

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 "AnnexureB" 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 C" forming part of this report.

AUDIT COMMITTEE

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 Clause 49 of the Listing Agreementto report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy maybe accessed on the Company’s website i.e. www.sarthakindustries.com.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 & Clause 49 of theListing Agreement the Board of the Company has formed a Risk Management Committee toframe implement and monitor the Risk Management Plan for the Company. The details of riskhave been covered in the Management Discussion and Analysis Report forming part of theBoards 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 & AUDITORS REPORT

The Auditors M/s. Ashok Khasgiwala & Co. Chartered Accountants retire at theforthcoming Annual General Meeting and are eligible for re-appointment. The Company hasreceived a certificate from the auditors to the effect that if they are re-appointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013 andthey are not disqualified for such appointment. The notes referred to by the Auditors intheir Report are self explanatory and hence do not require any explanation. Further therewas no fraud in the Company which was required to report by statutory auditors of theCompany under sub-section (12) of Section 143 of Companies Act 2013.

COST AUDIT

The Board has appointed M/s A. Goyal & Co. Cost Accountants (Membership No.13212) as Cost Auditors of the Company for conducting the audit of cost records maintainedby the Company for the financial year 2014-15.

SECRETARIAL AUDIT

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 year2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewithas "Annexure D" 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 E"forming part 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 2014-15 andhence no complaint is outstanding as on 31.03.2015 for redressal.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees of the Company fortheir enormous personal efforts as well as their collective contribution during the year.The Directors would also like to thank the shareholders customers suppliers bankersfinancial institutions and all other business associates for their continuous supportgiven 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
YOGENDER MOHAN SHARMA SARTAJSING CHHABRA
Whole-time Director Director
DIN: 03644480 DIN: 05342507
Place: Indore
Dated: 14th August 2015

ANNEXURE ‘A’ TO DIRECTORS’ REPORT

Information as per section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 for the year ended 31st March 2015 are asunder.

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy:

Various operational measures were taken to reduce energy consumption such as operationcontrol on timing of lighting and other equipment especially in off-season and timelypreventive maintenance of equipment to enhance their efficiency.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

No steps taken during the year 2014-15.

(iii) The capital investment on energy conservation equipments:

No Capital investment on energy conservation equipments during the year 2014-15.

(B) Technology absorption-

(i) The efforts made towards technology absorption:

A continuous interaction and exchange of information in the industry is beingmaintained with a view to absorbing adapting and innovating new methods that may bepossible.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The main benefits derived are Quality improvement and Cost reduction.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

The Company’s operations do not require import of technology

(iv) The expenditure incurred on Research and Development:

No expenses have been incurred on Research and Development during the year 2014-15.

(C) Foreign exchange earnings and Outgo

During the year under review the foreign exchange outgo was Rs. 106185533(Previous Year Rs. NIL) and the foreign exchange earning was Rs. NIL (Previous yearRs. Nil).

ANNEXURE ‘B’ 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. Virendra Kumar Gupta* -
Mr. Yogender Mohan Sharma** -
Non-Executive Director
Mr. Udesh Dassani 0.08
Mr. Vijay Rathi 0.08
Mr. Sartajsing Chhabra 0.07
Mrs. Deepika Arora*** -

* Mrs. Virendra Kumar Gupta ceased on 22.05.2014 therefore details not given.

** Mr. Yogender Mohan Sharma appointed on 15.07.2014 therefore details not given. ***Mrs. Deepika Arora appointed on 16.03.2015 therefore details not given

(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 2014-15
Mr. Virendra Kumar Gupta (Whole-time Director)* -
Mr. Yogender Mohan Sharma (Whole-time Director)** -
Mr. Udesh Dassani (Non-Executive Independent Director) Nil
Mr. Vijay Rathi (Non-Executive Independent Director) Nil
Mr. Sartajsing Chhabra (Non-Executive Director) Nil
Mrs. Deepika Arora (Non-Executive Director)*** -
Mr. Vijay Agrawal (Chief Financial Officer)**** -
Mr. Amit Jain (Company Secretary) 13.27%

* Mr. Virendra Kumar Gupta ceased on 22.05.2014 therefore details not given.

** Mr. Yogender Mohan Sharma appointed on 15.07.2014 therefore details not given. ***Mrs. Deepika Arora appointed on 16.03.2015 therefore details not given.

**** Mr. Vijay Agrawal appointed as CFO on 01.07.2014 and ceased on 01.03.2015therefore details not given.

(iii) The percentage increase in the median remuneration of employees in the financialyear: 0%

(iv) The number of permanent employees on the rolls of Company: 25

(v) The explanation on the relationship between average increase in remuneration andCompany performance:

No increase in median remuneration in the year 2014-15.

(vi) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company:

Most of the key managerial personnel are new and Remuneration of the Key Managerialpersonnel is as per the industry standards. Keeping in mind the Company performance thekey managerial personnel were not paid variable salaries.

(vii) Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year:

Particulars As on 31.03.2015 As on 31.03.2014 % Change
Market Capitalization (Rs. in Crore) 3.74 3.79 -1.32%
Price Earnings Ratio NA NA NA

Percentage increase over decrease in the market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer:

Particulars As on 31.03.2015 Rate of last Public Offer (in 1996) % Change
Price (BSE) 5.37 10.00 - 46.30%

(viii) 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:

The average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 was 1.66% whereas the most ofthe key managerial personnel are new and appointed during last financial year 2014-15therefore no comparison available.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

In the financial year 2014-15 no variable was paid to the key managerial personnelbased on the performance of the Company. Remuneration of the Key Managerial personnel isas per industry standards.

(x) The key parameters for any variable component of remuneration availed by thedirectors:

NIL

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

The ratio of the remuneration of the Whole-time Director to remuneration of highestpaid employee who is not a director is 0.34.

(xii) 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 ‘C’ 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 Clause 49of the Listing Agreement 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.

DEFINITIONS

"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 Industries 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 the Managing 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) Tocarry out evaluation of every Director’s performance; (d) To devise a policy on Boarddiversity;

(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 shouldpossess adequate qualification expertise and experience for the position he /she isconsidered for appointment. The Committee has discretion to decide whether qualificationexpertise and experience possessed by a person is sufficient /satisfactory for theconcerned position. (c) Appointment of Independent Directors is also subject to complianceof provisions of Section 149 of the Companies Act 2013 read with Schedule IV and rulesthereunder and the Listing Agreement. (d) The proposed appointee shall also fulfill thefollowing requirements for appointment 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.

II. Removal

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.

III. Retirement

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 medicalexpenses club fees etc. shall be decided and approved by the Board/the Person authorizedby the Board 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.

ANNEXURE ‘D’ TO DIRECTORS’ REPORT

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members Sarthak Industries Limited

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Sarthak Industries Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on our verification of the Company’s bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of Secretarial Audit we hereby report that in ouropinion the Company has during the audit period covering the financial year ended on 31stmarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by Sarthak IndustriesLimited ("the Company") for the financial year ended on 31st March2015 according to the provisions of: (i) The Companies Act 2013 (the Act) and the rulesmade thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)

Regulations 2009 (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the Company duringthe audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the audit period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the audit period);

(vi) Other applicable laws to the Company as per the representations made by theManagement.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notin force during the audit period hence not applicable to the Company). (ii) TheListing Agreements entered into by the Company with the Bombay Stock Exchange Ltd. andMadhya Pradesh Stock Exchange Ltd.

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

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has not incurred anyspecific events / actions having a major bearing on the Company’s affairs inpursuance of the above referred laws rules regulations guidelines standards etc.

Place : Indore For Ajit Jain & Company
Date : 14.08.2015 (Company Secretary)
Ajit Jain
Proprietor
FCS No.: 3933
C P No.: 2876

This report is to be read with our letter of even date which is annexed as "AnnexureI" and forms an integral part of this report.

Annexure ‘I’ to Secretarial Audit Report

To

The Members Sarthak Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place : Indore For Ajit Jain & Company
Date : 14.08.2015 (Company Secretary)
Ajit Jain
Proprietor
FCS No.: 3933
C P No.: 2876

ANNEXURE ‘E’ TO DIRECTORS’ REPORT

Form No. MGT – 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN L99999MH1982PLC136834
ii) Registration Date 23rd December 1982
iii) Name of the Company Sarthak Industries Limited
iv) Category/ Sub-Category of the Company Public Company/ Limited by Shares
v) Address of the Registered office and contact details Room No. 4 Anna Bhuvan 3rd Floor 87C Devji Ratansi Marg Dana Bunder Mumbai Maharashtra - 400009 Phone No.:- 022-23480110
vi) Whether listed company (Yes/ No) Yes
vii) Name address and contact details of Registrar & Transfer Agent if any Sarthak Global Limited170/10 Film Colony R.N.T. Marg Indore – 452 001 (MP); Phone No. – 0731-4279626

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SN Name and Description of main products / services NIC Code of the Product/service* % to total turnover of the Company
1 Manufacturing of LPG Cylinders 2812 17.71%
2 Wholesale of Dairy Products 5122 41.45%
3 Wholesale of Cereals & Pulses 5121 25.63%
4 Wholesale of Metals 5142 12.73%

* As per NIC-2004 available at http://www.mca.gov.in/MCA21/

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. NO NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE % of shares held Applicable Section
- - - - - -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total

Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year[As on 01-April-2014] No. of Shares held at the end of the year[As on 31-March-2015] % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter s
(1) Indian
a) Individual/ HUF 1407600 - 1407600 20.20 1407600 - 1407600 20.20 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 1126930 - 1126930 16.17 1126930 - 1126930 16.17 -
e) Banks / FI - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A) (1):- 2534530 - 2534530 36.37 2534530 - 2534530 36.37 -
(2) Foreign
a) NRIs – Individuals - - - - - - - - -
b) Other- Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/ FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A)(2):- - - - - - - - - -
Total shareholding of Promoter (A)= (A) (1) + (A) (2) 2534530 - 2534530 36.37 2534530 - 2534530 36.37 -
B. Public Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
2. Non- Institutions
a) Bodies Corp.
i) Indian 2586439 491000 3077439 44.16 2586650 491000 3077650 44.16 0.00
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 39725 294395 334120 4.79 40114 293795 333909 4.79 0.00
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 553285 - 553285 7.94 553285 - 553285 7.94 -
c) Others (specify) - - - - - - - - -
i) Overseas Corporate Bodies - 466540 466540 6.69 0 466540 466540 6.69 -
ii) Hindu Undivided Families 1101 - 1101 0.02 1101 - 1101 0.02 -
iii) Non-Resident Indian 1835 - 1835 0.03 1835 - 1835 0.03 -
Sub-total (B)(2):- 3182385 1251935 4434320 63.63 3182985 1251335 4434320 63.63 -
Total Public Shareholding (B)=(B)(1)+ (B)(2) 3182385 1251935 4434320 63.63 3182985 1251335 4434320 63.63 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 5716915 1251935 6968850 100 5717515 1251335 6968850 100 -

ii) Shareholding of Promoter-

Sl No. Shareholder’s Name Shareholding at the beginning of the year (As on 01.04.2014) Share holding at the end of the year (As on 31.03.2015) % change in share holding during the year
No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1 Manish Shahra 910000 13.06 - 910000 13.06 - -
2 Manish Shahra (HUF) 140000 2.01 - 140000 2.01 - -
3 Suresh Chandra Shahra 112000 1.61 - 112000 1.61 - -
4 Suresh Chandra Shahra (HUF) 210000 3.01 - 210000 3.01 - -
5 Rishabh Suresh Mahajan 14000 0.20 - 14000 0.20 - -
6 Amrita Shahra 100 0.00 100 0.00 -
7 Abha Devi Shahra 3500 0.05 - 3500 0.05 - -
8 Bhavna Goel 500 0.01 - 500 0.01 - -
9 Madhuri Shahra 1000 0.01 - 1000 0.01 - -
10 Mridula Devi Shahra 2600 0.04 2600 0.04 - -
11 Vishesh Shahra 3150 0.05 - 3150 0.05 - -
12 Ruchi Mohan 1500 0.02 - 1500 0.02 - -
13 Sandhya Khandelwal 500 0.01 - 500 0.01 - -
14 Usha Devi Shahra 2500 0.04 - 2500 0.04 -
15 Shweta Shahra 6250 0.09 - 6250 0.09 - -
16 Deepti Properties Pvt. Ltd. 100000 1.43 100000 1.43 - -
17 Vishal Warehousing Pvt. Ltd. 105760 1.52 - 105760 1.52 -
18 Neha Securities Pvt. Ltd. 106950 1.53 - 106950 1.53 - -
19 Mahakosh Papers Pvt. Ltd. 375000 5.38 - 375000 5.38 - -
20 Mahakosh Amusement Pvt. Ltd. 80000 1.15 - 80000 1.15 - -
21 Deepti Housing Pvt. Ltd. 222900 3.20 222900 3.20 - -
22 Shahra Securities Pvt. Ltd. 136320 1.96 - 136320 1.96 - -
Total 2534530 36.37 - 2534530 36.37 - -

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

Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year No change during the year
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer / bonus/ sweat equity etc): No change during the year
At the end of the year No change during the year

iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1. ANAND MANGAL INVESTMENT & FINANCE PRIVATE LIMITED
At the beginning of the year (As on 01.04.2014) 1385200 19.88 1385200 19.88
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 1385200 19.88 1385200 19.88
2. GIRISH KUMAR PUSHKARLAL AGARWAL
At the beginning of the year (As on 01.04.2014) 511200 7.34 511200 7.34
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 511200 7.34 511200 7.34
3. ANTARICA RESOURCES LIMITED
At the beginning of the year (As on 01.04.2014) 466540 6.69 466540 6.69
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 466540 6.69 466540 6.69
4. PROMISE SECURITIES PVT. LIMITED
At the beginning of the year (As on 01.04.2014) 400000 5.74 400000 5.74
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 400000 5.74 400000 5.74
5. SELWEL MINERALS PRIVATE LIMITED
At the beginning of the year (As on 01.04.2014) 258350 3.71 258350 3.71
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 258350 3.71 258350 3.71
6. NEXGEN MINERALS PRIVATE LIMITED
At the beginning of the year (As on 01.04.2014) 241650 3.47 241650 3.47
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 241650 3.47 241650 3.47
7. SHIELD TRADELINKS PRIVATE LIMITED
At the beginning of the year (As on 01.04.2014) 228500 3.28 228500 3.28
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 228500 3.28 228500 3.28
8. GAGANDEEP EXPORT PVT. LTD.
At the beginning of the year (As on 01.04.2014) 150000 2.15 150000 2.15
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 150000 2.15 150000 2.15
9. JHELUM REAL ESTATE PVT. LTD.
At the beginning of the year (As on 01.04.2014) 100000 1.43 100000 1.43
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 100000 1.43 100000 1.43
10. DEEPTI PROPERTIES PVT. LTD.
At the beginning of the year (As on 01.04.2014) 100000 1.43 100000 1.43
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change during the year

At the end of the year (As on 31.03.2015) 100000 1.43 100000 1.43

v) Shareholding of Directors and Key Managerial Personnel

Sl. No. Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Yogender Mohan Sharma (Appointed on 15.07.2014)
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -
2. Mr. Virendra Kumar Gupta (Ceased on 22.05.2014)
At the beginning of the year (As on 01.04.2014) 600 0.01 600 0.01
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 22.05.2014) 600 0.01 600 0.01
3. Mr. Udesh Dassani
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -
4. Mr. Vijay Rathi
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -
5. Mr. Sartajsing Chhabra
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -
6. Mrs. Deepika Arora [Appointed on 16.03.2015]
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -
7. Mr. Vijay Agrawal (CFO) [Appointed on 01.07.2014 and Ceased on 01.03.2015]
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -
8. Mr. Amit Jain (Company Secretary)
At the beginning of the year (As on 01.04.2014) - - - -
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the end of the year (As on 31.03.2015) - - - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. in Lacs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 911.29 6.00 - 917.29
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 3.01 - - 3.01
Total (i+ii+iii) 914.30 6.00 - 920.30
Change in Indebtedness during the financial year
* Addition - 760.74 - 760.74
* Reduction 811.97 - - - 811.97
Net Change - 811.97 760.74 - - 51.23
Indebtedness at the end of the financial year
i) Principal Amount 96.91 766.74 - 863.65
ii) Interest due but not paid 4.49 - - 4.49
iii) Interest accrued but not due 0.93 - - 0.93
Total (i+ii+iii) 102.33 766.74 - 869.07

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration toManaging Director Whole-time Directors and/or Manager

Sl. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Mr. Virendra Kumar Gupta (Executive Director) [Ceased on 22.05.2014] Mr. Yogender Mohan Sharma (Whole-time Director) [Appointed on 15.07.2015]
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 685950 512903 1198853
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit
- others specify…
5 Others please specify - - -
Total (A) 685950 512903 1198853
Ceiling as per the Act Rs. 4200000 per annum as per section II of the Schedule V of the Companies Act 2013.

B. Remuneration to other directors

Sl. No. Particulars of Remuneration Name of Directors Total Amount
Mr. Udesh Dassani Mr. Sartajsing Chhabra Mr. Vijay Rathi Mrs. Deepika Arora
1 Independent Directors
Fee for attending board committee meetings 10000 9000 10000 - 29000
Commission - - - - -
Others please specify - - - - -
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 10000 9000 10000 - 29000
Total Managerial Remuneration (Total of A and B)* 1227853
Overall Ceiling as per the Act**

Rs. 4200000 per annum as per section II of the Schedule V of the Companies Act 2013.

* Total remuneration of Whole-time Director and other Directors including sitting fee(being the total of A and B)

** As per the provisions of Sub Section (2) read with sub section (5) of Section197 of the Companies Act 2013 sitting fees paid to directors are to be excluded whilecalculating the oveall managerial remuneration.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel
Mr. Vijay Agrawal (Chief Financial Officer) Mr. Amit Jain (Company Secretary) Total
[Appointed on 01.07.2014 and ceased on 01.03.2015)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 395020 768012 1163032
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
others specify… - - -
5 Others please specify - - -
Total 395020 768012 1163032

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

 

For and on behalf of the Board of Directors For and on behalf of the Board of Directors
YOGENDER MOHAN SHARMA SARTAJSING CHHABRA
Whole-time Director Director
DIN: 03644480 DIN: 05342507
Place: Indore
Dated: 14th August 2015