The Members of
SAND PLAST (INDIA) LTD.
Your Directors have pleasure in presenting the 29th Annual Report of yourCompany together with the
Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended
31st March 2018.
The Company's financial performance for the year ended March 31st 2018 issummarized below:
| || ||Standalone |
|PARTICULARS ||2017-18 ||2016-17 |
|Revenue from Operations ||00.00 ||00.00 |
|Other Income ||00.00 ||00.00 |
|Total Revenues ||00.00 ||00.00 |
|Cost of Material consumed ||00.00 ||00.00 |
|Purchase of Stock in Trade ||00.00 ||00.00 |
|Changes in inventories of finished goods ||00.00 ||00.00 |
|work in progress and stock in trade || || |
|Employee benefits expense ||71500 ||464500 |
|Finance cost ||00.00 ||3056 |
|Depreciation and amortization expense ||00.00 ||00.00 |
|Other expenses ||2163364 ||15307 |
|Total expenses ||(2234864) ||(482863) |
|Profit before tax ||(2234864) ||(482863) |
|Tax expenses ||00 ||00 |
|Profit for the year ||(2234864) ||(482863) |
|Basic earnings Per Share (in Rs.) ||(0.076) ||(0.016) |
|Diluted earnings Per Share (in Rs.) ||(0.076) ||(0.016) |
REVIEW OF BUSINESS OPERATIONS
The Board informs you that the performance of your company was not satisfactory duringthe financial year. your director have taken appropriate remedial action to mitigate theabove circumstances and are hopeful of better performance and result during the year.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Your Directors are optimistic about company's business and hopeful of betterperformance with generate revenue in the coming year. There was no change in the nature ofbusiness of Company.
No Dividend was declared for the current financial year because company has not earnedany profit during the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Declared Dividend in the last year the provisions of Section 125 ofthe Companies Act 2013 do not apply.
AMOUNT TRANSFERRED TO RESERVE
Your Company has not transferred any amount to reserves during the financial year2017-2018.
Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.
The Authorized Share Capital of the Company is Rs. 350000000/-(Rupees Thirty FiveCrores only) divided into 3500000 (Thirty Five lakh) equity shares of Rs. 10 each.
The Issued Subscribed and Paid Up Capital of the Company as on March 31st2018 was Rs. 295000000/-
? Issue of equity shares with differential voting rights
Your Company has not issued equity shares with differential voting rights for thefinancial year 2017-18 as provided in rule 4(4) of Companies (Share Capital andDebentures) Rules 2014.
? Issue of sweat equity shares
Your Company has not issued sweat equity shares for the financial year 2017-18 asprovided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014.
? Issue of employee stock
Your Company has not issued employee stock option for the financial year 2017-18 asprovided in rule 12 (9) of Companies (Share Capital and Debentures) Rules 2014.
? Provision of money by company for purchase of its own shares by employees or byTrustees for the benefit of employees: N.A. The Company as no other type of securitiesexcept equity shares forming part of paid up capital.
MATERIAL CHANGES DURING THE YEAR
During the year under review there are no material changes.
Your Company's equity shares are available for dematerialization through NationalSecurities
Depository Limited and Central Depository Services India Limited.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSON
? Ms. Namrata Gupta having PAN: BEBPS8164P who is an Associate Member of Institute ofCompany Secretaries of India appointed as a Company Secretary w.e.f. 04.06.2018.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) 2015 the company have vigil mechanism in theform of Whistle Blower Policy to deal with instances of fraud or mismanagement.
POLICY RELATED TO APPOINTMENT OF KEY MANAGERIAL PERSONNEL AND OTHER RELATED MATTER.
Company has a policy for the appointment of key managerial personnel which is managedby the Nomination and Remuneration Committee as per the provisions of Section 178 of theCompanies Act 2013.
The Committee has specified criteria for determining qualifications positiveattributes and other matter for the specific post on which appointments are made and shallbe made in future on the board of the Company.
We affirm that the remuneration paid to the key managerial personnel is as per theterms laid out in the nomination and remuneration policy of the Company.
DECLARATION BY THE INDEPENDENT DIRECTORS
During the year under review the Company has received necessary declaration from eachIndependent Director under Section 149(7) of the Companies Act 2013 that he / she meetsthe criteria of independence laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Company had the following committees:
a) Audit Committee b) Stakeholders Relationships Committee c) Nomination andRemuneration Committee
The details of all the Committees of the Board along with their composition andmeetings held during the year are provided in the Report on Corporate Governance whichforms part of this Annual Report.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The company does not have any subsidiary/ joint venture/ associate company thereforeno information is required to be given.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Annexure: I)
NUMBER OF MEETINGS HELD
The details of the meeting of the Board along with their composition and meetings heldduring the year are provided in the Report on Corporate Governance which forms part ofthis Annual Report.
The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.
AUDITORS AND AUDIT REPORT
i. STATUTORY AUDITORS
The Board of Directors of the company recommends to the members the appointment of M/sAshish Khandelwal & Company Chartered Accountants (FRN:. 008825C)Chartered Accountant as Statutory Auditor to hold office for a period of five consecutiveyears and they shall who shall hold office from the conclusion of ensuing 28th AnnualGeneral Meeting till the conclusion of financial year 31st March 2023. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013
ii. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the has appointed M/s. MKGP &Associates Company Secretaries Jaipur (CP No 4459) as a Secretarial Auditors of theCompany for a period of one year ended March 31st 2019. The report of theSecretarial Auditors is enclosed as Annexure II to this report.
With regards to the observations made by Secretarial Auditor followings clarificationsare made by the Board of Directors:
1. The company has duly filed made its compliances with regard to the Quarterly andHalf yearly compliances by mailing the documents to the BSE (Bombay stock Exchange).Further working relating to the updating of various documents on the BSE portal has beenstarted by the BSE and the company.
2. During the year 2017-18 company has been unable to appoint any official includingCompany secretary and Chief financial Officer as the Company is BIFR Company Furtherunder Condo nation of Delay Scheme the company has duly complete its pending complianceand all the annual returns and forms which are pending appoint Company Secretary for thecompany.
3. Website of the company is updated now.
The Board has appointed M/s Gupta Jangid & Company as Internal Auditors fora period of one year ended March 31st 2019 under Section 138 of the CompaniesAct 2013 and he has completed the internal audit as per the scope defined by the AuditCommittee.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and forms part of this Annual Report for the year ended 31stMarch 2018.
The Company does not have any Risk Management Policy as the elements of riskthreatening in the
Company's existence are very minimal. Even then every step has taken to adhere to therisk evaluation and reduction before every crucial business decisions.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to
Directors' Responsibility Statement it is confirmed that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) Suchaccounting policies have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theloss of the company for that period; (c) Proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) The annual accounts have been prepared on a going concern basis.(e) That internal financial controls were laid down to be followed and that such internalfinancial controls were adequate and were operating effectively. (f) That proper systemwas devised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
1. Conservation of Energy
The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology absorption is not applicable as the Company is notcarrying out any manufacturing operation.
(i) The steps taken or impact on conservation of energy; N.A.
(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.
(iii) The capital investment on energy conservation equipment's; N.A.
2. Technology Absorption and Research & Development
The Company has not incurred any expenditure on Research & Development. YourCompany has not imported technology during the last 4 years reckoned from the beginning ofthe financial year.
? The efforts made towards technology absorption; N.A.
? The benefits derived like product improvement cost reduction product development orimport substitution; N.A. ? In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year) - N.A. ? The details oftechnology imported; N.A. ? The year of import; N.A. ? Whether the technology been fullyabsorbed; N.A. ? If not fully absorbed areas where absorption has not taken place andthe reasons thereof; and N.A. ? The expenditure incurred on Research and Development: N.A.
A. Foreign Exchange Earnings and Outgo
|Particulars ||As on 31.03.2018 ||As on 31.03.2017 |
|a) Earnings in foreign exchange ||Nil ||Nil |
|b) Expenditure / outgo in foreign exchange ||Nil ||Nil |
|(Travelling) || || |
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions of section 135 of the companies Act 2013 read with therelevant rules and guidelines are not so far applicable to the company.
The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2 (in Annexure III)
Electronic copies of the Annual Report 2017-18 and the notice of 23rd AGMare sent to all members whose e-mail address is registered with the company/depositoryparticipants. For members who have not registered their email address physical copies aresent in the permitted mode.
PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS
The Company has not given any loan or guarantee covered under provision of Section 186of the Companies Act 2013.
As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the Financial Year 2017-18 in terms of Chapter V of theCompanies Act 2013.
Your Directors wish to express their appreciation to the continued and kindco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company. We look forward for the continued support of every stakeholder inthe future.
|Place: Jaipur |
|Dated: 31/08/2018 |
|By Order of the Board of Directors |
|For SAND PLAST (INDIA) LIMITED |
|CIN: L25209RJ1989PLC004772 |
|sd/- ||sd/- |
|Rajesh Gupta] ||Ram Swaroop Garg |
|(Managing Director) ||(Chairman) |
|DIN: 01663485 ||DIN: 02316019 |