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Sashwat Technocrats Ltd.

BSE: 506313 Sector: Infrastructure
NSE: N.A. ISIN Code: INE789D01014
BSE LIVE 09:42 | 26 Sep Stock Is Not Traded.
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OPEN 28.45
PREVIOUS CLOSE 27.10
VOLUME 50
52-Week high 28.45
52-Week low 18.80
P/E
Mkt Cap.(Rs cr) 1
Buy Price 28.45
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.45
CLOSE 27.10
VOLUME 50
52-Week high 28.45
52-Week low 18.80
P/E
Mkt Cap.(Rs cr) 1
Buy Price 28.45
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00

Sashwat Technocrats Ltd. (SASHWATTECHNOC) - Director Report

Company director report

Dear Members

Your Directors are pleased to present Annual Report and the Company’s AuditedAccounts for the financial year ended March 31 2015.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2014-15 2013 – 2014
Sales & other Income 0.05 10.35
Expenditure 3.95 10.73
Profit/(Loss) before tax (3.90) (0.38)
Tax 0 2.60
Profit/(Loss) after tax (3.90) (2.98)

2. OPERATIONS:

The total income for the year under review was Rs. 4956/- as compared to Rs.1035000/- in the previous year. The Company has incurred a loss of Rs. 389711/- ascompared to Rs. 298053/- in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2014-15.

4. DEPOSITS:

Details relating to Deposits:

a. Accepted during the year: NIL

b. Remained unpaid or unclaimed as at the end of the year – NIL

c. Default in repayment of deposits or payment of interest thereon during the year– Not Applicable

d. Deposits not in compliance with the provisions of the Companies Act 2013 – NIL

5. DIRECTORS:

Mr. Rohit Doshi (DIN No. 03065137) retires by rotation at the forthcoming AnnualGeneral Meeting and has offered himself for re – appointment.

COMPOSITION OF THE BOARD

The present composition of the Board of the Company is as follows:

Sr. No. Name of Director Designation Category
1 Mr. Rohit Doshi Chairman/ Non-executive Director Promoter
2 Mr. Isaac Soundrapandian Nadar Non-executive Director Non Promoter
3 Mr. Manish Jakhalia Non-executive Director Independent Director

MEETINGS OF THE BOARD:

During the Financial Year 2014-15 five Board Meetings were held on the followingdates:

30th May 2014 14th August 2014 2nd September2014 14th November 2014 and 13th February 2015

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149 (6) of the Companies Act 2013.

COMMITTEES OF THE BOARD:

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1) Audit Committee:

Audit Committee has been constituted to evaluate and oversee financial reportingprocesses review the financial statements quarterly half yearly/annual financialresults adequacy of internal control systems discussions with the Auditors on anysignificant findings etc.

Composition of the Audit Committee

Name of Member Designation Executive Non – Executive / Independent
Mr. Manish Jakhalia Chairman Independent Director
Mr. Rohit Doshi Member Non-executive Director
Mr. Isaac Soundrapandian Nadar Member Non-executive Director

The Committee met four times during the year on the following dates: 30thMay 2014 14th August 2014 14th November 2014 and 13thFebruary 2015

2) Nomination & Remuneration Committee (Formerly known as Remuneration Committee)

The Nomination and Remuneration Committee has been constituted to review and torecommend the remuneration payable to the Executive Directors and Senior Management of theCompany.

Name of Member Designation Executive Non – Executive / Independent
Mr. Manish Jakhalia Chairman Independent Director
Mr. Rohit Doshi Member Non-executive Director
Mr. Isaac Soundrapandian Nadar Member Non-executive Director

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

2. Formulation of 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;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying 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. No Meeting of the Committee has been held during the year.

3) Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted specifically to look intothe redressal of the grievances of the security holders of the Company.

Constitution and terms of reference of the Committee:

Name of Member Designation Executive Non – Executive / Independent
Mr. Manish Jakhalia Chairman Independent Director
Mr. Rohit Doshi Member Non-executive Director
Mr. Isaac Soundrapandian Nadar Member Non-executive Director

The Committee met four times during the year on the following dates: 30thMay 2014 14th August 2014 14th November 2014 and 13thFebruary 2015

VIGIL MECHANISM

The Company has established a Vigil Mechanism for enabling the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The Audit Committee of the Board has been entrusted with theresponsibility of overseeing the Vigil Mechanism.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

DETAILS OF REMUNERATION TO DIRECTORS

No remuneration has been paid to any Directors during the year under review and thereare no permanent employees in the Company.

6. STATUTORY AUDITOR’S

The present Statutory Auditors of the Company M/s S A R A & Associates CharteredAccountants were appointed as Statutory Auditors of the Company at the previous AnnualGeneral Meeting of the Company to hold office till the conclusion of the 43rdAnnual General Meeting to be held in the year 2019 subject to ratification of theirappointment by Members at every Annual General Meeting. Your Directors have proposedratification of their appointment at the forthcoming Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

7. SECRETARIAL AUDITORS:

Ms. Avani S. Popat Practicing Company Secretary has been appointed as the SecretarialAuditor of the Company for Financial Year 2014-15. The Secretarial Audit Report issued byher has been attached herewith as Annexure A.

Sr. No. Auditors Remark Managements reply/ clarification
1 The Company has not appointed any Key Managerial Personnel in the Company and is in non compliance with the provisions in respect thereto The Company is in process of appointment of Key Managerial Personnel in the Company
2 The composition of the Board and its Committees is not as required under the provisions of the Companies Act 2013 as also the Listing Agreement entered into with Stock Exchanges As replied in point 1 above
5 The Company does not have an operational Website The Website is under development

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 in accordance with the provisions ofSection 134 (3) (a) of the Companies Act 2013 is attached herewith as Annexure B.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Particulars of loans guarantees given and investments made during the year areprovided in the financial statements forming part of this Annual Report.

10. RELATED PARTY TRANSACTION:

Company has not entered into any transaction with related parties during the year underreview.

11. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

12. ENERGY CONVERSATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 Companies (Accounts) Rules 2014 is not applicable in case of the Company.There are no foreign exchange earnings and outgoes in the Company.

13. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and takes all measures necessary toeffectively deal with incidences of risk.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 134 (3) (c) of the Companies Act 2013your Directors confirm that: a. The Company has followed the applicable accountingstandards in the preparation of the Annual Accounts and there has been no materialdeparture. b. That the Directors had 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 thefinancial year and of the profit or loss of the Company for that period. c. That theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities. d. That theDirectors had prepared the annual accounts on a going concern basis. e. That the Directorshad laid down internal financial control which are adequate and were operatingeffectively; f. That the Directors had devised proper systems to ensure compliance withprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary Joint Venture or Associate Company.

16. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co – operation andsupport extended to your Company by its customers suppliers Bankers and variousGovernment agencies. Your Directors also place on record the commitment and involvement ofthe employees at all levels and looks forward to their continued co – operation.

By order of the Board of Directors
Sashwat Technocrats Limited
Sd/-
Place: Mumbai Rohit Doshi
Date: 28.08.2015 (Director)
(DIN No. 03065137)

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 2014-15

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Sashwat Technocrats Limited

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Sashwat TechnocratsLimited (hereinafter called the Company). Secretarial audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on my verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on 31st March2015 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder;

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

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

5. 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;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

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) Regulations2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

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

i. Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

ii. The Listing Agreement entered into by the Company with the BSE Limited (BSE);

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

a) The Company has not appointed any Key Managerial Personnel in the Company and is innon compliance with the provisions in respect thereto;

b) The composition of the Board and its Committees is not as required under theprovisions of the Companies Act 2013 as also the Listing Agreement entered into withStock Exchanges;

c) The Company does not have an operational Website. I further report that:

The composition of the Board and its Committees is not as required under the provisionsof the Companies Act 2013 as also the Listing Agreement entered into with StockExchanges. No changes have taken place in the composition of the Board of Directors duringthe period under review except that the tenure of appointment of Mr. Manish JakhaliaIndependent Director was fixed at the previous Annual General Meeting.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the Minutes of the Meetings of the Board of Directors or Committee of theBoard as the case may be.

I further report that:

There are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

I further report that:

The compliance by the Company of applicable financial laws like Direct and Indirecttax laws has not been reviewed in this Audit since the same have been subject to reviewby statutory financial audit and other designated professionals. I further report thatduring the audit period: There were no specific events/ actions in pursuance of the abovereferred laws rules regulations guidelines standards etc. having a major bearing onthe Company’s affairs.

Sd/-
Place: Mumbai Avani S. Popat
Date: 28.08.2015 ACS No.: 27774
C P No.:10923