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Saraswati Commercial (India) Ltd.

BSE: 512020 Sector: Financials
NSE: N.A. ISIN Code: INE967G01019
BSE 00:00 | 06 Aug 20.55 0






NSE 05:30 | 01 Jan Saraswati Commercial (India) Ltd
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OPEN 20.55
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52-Week high 20.55
52-Week low 9.52
P/E 0.35
Mkt Cap.(Rs cr) 2
Buy Price 0.00
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Saraswati Commercial (India) Ltd. (SARASWATICOMMER) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting the 34th Annual Report on theoperations of the Company together with the Audited Accounts for the year ended 31stMarch 2017.




Consolidated {Consolidation with Subsidiaries & Associate} Consolidated {Consolidation with Associates}
Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2017 Year ended 31.03.2016
Revenue from operations and other income 1075.10 1908.32 1075.10 -
Profit before Finance Cost Depreciation Extraordinary items and Tax 801.13 1803.91 800.73 -
Less: Finance cost 284.01 420.18 284.01 -
Less: Depreciation 3.18 0.11 3.18 -
Profit before Tax 513.94 1383.62 513.54 -
Add/(Less): Provision for Taxation -
a) Current 24.83 93.80 24.83 -
b) Current Tax expense relating to prior years 17.69 - 17.69 -
c) Deferred Tax (Expenses)/ Income (50.98) (93.44) (50.98) -
Net Profit after Taxation before share profit/ loss of associate & minority interest 522.40 1383.26 522.01 1383.26
Add: Share in loss of associate for the year - - - 0.06
Add: Share of profit/(loss) attributable to Minority Interest - - (0.15) -
Net Profit for the year 522.40 1383.26 522.16 1383.20
Balance brought forward from Previous Year 2477.64 1371.02 2473.57 1371.02
Less: Transferred to Reserves U/s 45IC of RBI Act 104.48 276.65 104.48 276.65
Add: Transferred from Aroni Commercials Limited pursuant to the Scheme of Amalgamation 5404.41 5404.41
Add: Share in accumlated loss of Minority Interest - - 0.09 -
Add: Share in accumulated Pre-acquisition loss - - 0.23 -
Balance Carried to balance sheet 8299.97 2477.63 8295.98 2473.57

Note: Previous year's figures have been regrouped / reclassified whenever necessary tocorrespond with the current year's classification / disclosure.

*The Standalone figures of the current and previous years are not comparable as thecurrent year's Standalone figures are derived after the merger of Saraswati Commercial(India) Limited and Aroni Commercials Limited.


Your Directors do not recommend any dividend for the year ended on 31st March 2017 witha view to conserve the resources for future.


The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.


• Revenues - Standalone:

During the year ended 31st March 2017 your Company achieved a total incomeaggregating to Rs. 1075.10 lakhs. After providing for Depreciation and Finance Chargesthe Company has registered a profit before tax of Rs. 513.94 Lakhs. After making provisionfor tax in respect of current year the profit after tax is of Rs. 522.40 lakhs has beencarried to the Balance sheet. The Company maintains adequate internal control systemscovering all its operational areas. Your Directors are putting in their efforts and arehopeful of improved working during the years to come.

• Revenues - Consolidated:

The Company has consolidated its financial statements related to the Company itsSubsidiaries and its Associates. The Consolidated Financial Statements have been preparedin accordance with Accounting Standard 23 (AS 23) "Accounting for Investments inAssociates in Consolidated Financial Statements" Accounting Standard 21(AS 21)"Consolidated Financial Statements" as per section 129 (3) of the CompaniesAct 2013 and specified under Section 133 of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014 by using "Equity Method.".

During the year ended 31st March 2017 your Company achieved a total incomeaggregating to Rs. 1075.10 lakhs. After providing for Depreciation and Finance Chargesthe Company has registered a profit before tax of Rs. 513.54 Lakhs. After making provisionfor tax in respect of current year the profit after tax is of Rs. 522.16 lakhs has beencarried to the Consolidated Balance Sheet.


The Company has transferred Rs. 104.48 Lakhs to Reserves u/s 45IC of RBI Act.


There were no changes in nature of the business of the Company done during the year.


• Subsidiaries:

Pursuant to the scheme of Amalgamation between Aroni Commercials Limited (thetransferor company) and Saraswati Commercial (India) Limited (the transferee company) videorder passed by the Hon'ble National Company Law Tribunal Mumbai bench on 16thMarch 2017 following Companies emerged as the subsidiary as on the effective date 31stMarch 2017 according to the provisions of Section 2 (87) of Companies Act 2013 therules made thereunder and any other applicable provisions of the Companies Act 2013:

Sr. No. Name of the subsidiaries % of holding
1 Sareshwar Trading and Finance Pvt. Ltd. 60.77
2 Arkaya Commercial Private Limited 61.33

• Associates:

The following company is the associate

Sr. No. Name of the associate % of holding
1 Arcies Laboratories Limited 31.03

Financial Highlights of Subsidiaries & Associates:

Particulars Sareshwar Trading and Finance Private Limited Arkaya Commercial Private Limited Arcies Laboratories Limited

Year ended 31st March 2017 {Standalone figures}

Revenue from operations & other Income - - 3.22
Profit before Tax (0.11) (0.28) 0.23
Net Profit after Taxation (0.11) (0.28) 0.18
EPS - Basic (0.7) (1.09) 2.27
-Diluted (0.7) (1.09) 2.27

• Joint Ventures:

The company has no Joint Ventures.

Pursuant to Section 129 (3) of the Companies Act 2013 read with the Rules (5) of theCompanies (Accounts) Rules 2014 the salient feature of Financial Statement of Associatesin Form AOC 1 which forms part of Financial Statements as ("Annexure 4").


Independent Director

Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are appointed as Independent Directors:-

Sr. No. Name of the Director Date of appointment
1 Ms. Babita Thakar 26.07.2014
2 Mr. Ketan Desai 13.02.2015

The above Independent Directors of the Company have submitted a declaration that theymeet the criteria of Independence as provided in Section 149(6) of the Companies Act2013 and the same have been considered and taken on record by the Board.

Women Director

In terms of the provision of Section 149 of the Companies Act 2013 and Regulation 17(1) of SEBI (LODR) Regulation 2015 a company shall have at least one women director onthe board of the company. Your Company has appointed Ms. Babita Thakar on 26thJuly 2014.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:

Designation Name
1 Ms. Ekta Kumari* Company Secretary & Compliance officer
2 Ms. Avani Sanghavi* Company Secretary & Compliance officer
3 Mr. Nalin Kothari* CEO
3 Mr. Rajiv Pathak* CEO
4 Ms. Vaishali Dhuri CFO

• Mr. Nalin Kothari resigned from office of CEO & Mr. Rajiv Pathak wasappointed as CEO of the Company w.e.f. 11.08.2016.

• Ms. Ekta Kumari has tendered her resignation as Company Secretary &Compliance officer & Ms. Avani Sanghavi has been appointed as Company Secretary &Compliance officer of the Company w.e.f 14.08.2017.

Appointment / Resignation of Directors

Mr. Harisingh Shyamsukha Director of the Company retires by rotation and beingeligible offers himself for re-appointment at the ensuing Annual General Meeting.

Further pursuant to the resignation of Mr. AnilKumar Rajan as a Non-executive Directorof the Company w.e.f. 10.08.2017 & in accordance with the provisions of Section 161 ofthe Companies Act 2013 & Regulation 17 of SEBI (LODR) Regulation 2015 Mr. V VSureshkumar (DIN: 00053859) was appointed as an Additional (Non-Executive) Director on theBoard of the Company w.e.f. 14.08.2017.

The Company has devised a policy on directors' appointment and remuneration includingcriteria for deeming qualifications independence of director and other matter providedunder sub-section (3) of Section 178. Such Nomination & Remuneration policy devised bythe company can be accessed on the website of the company - .


Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors confirm the following:

• that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

• 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 as at 31stMarch 2017 and of the profit and loss of the Company for the year ended on that date;

• that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• that the directors had prepared the annual accounts on a going concern basis.

• that the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively and;

• that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.


As per provsions of the Act the period of the office of M/s. Ajmera Ajmera &Associates (FRN: 123989W); Chartered Accounants the Statutory Auditors of the Companyexpires at the ensuing Annual General Meeting.

M/s. Ajay Shobha & Co. Chartered Accountant (FRN: 317031E); Chartered Accountantsare proposed to be appointed as the Statutory Auditors of the Company for a period of 5consecutive years from the conclusion of this 34th Annual General Meeting untilthe conclusion of 39th Annual General Meeting. As required under the provisionsof Section 139 of the Act a resolution for their appointment is being placed before theshareholders for their approval.

The Notes to the financial statement reffered to in the Auditors' Report are selfexplanatory and does not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark. The Auditors Report is enclosedwith the financial statements in this Annual Report.


The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of sexual harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2016-17 the Company has not received any complaints on sexual harassment and no complaintis remaining pending as on 31st March 2017. The policy on preventionprohibition and redressal of sexual harassment at workplace can be accessed on the websiteof the company -


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. NishantJawasa and Associates Practicing Company Secretaries to undertake the secretarial auditof the Company for the financial year 2016-17.

The report of the Secretarial Auditor is enclosed as ("Annexure 1") and formspart of this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.


The Company has not accepted any deposit from the public under Chapter V of theCompanies Act 2013 or under the corresponding provisions of Section 58A of the CompaniesAct 1956 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of balance sheet.


A] Conservation of Energy and Technology Absorption:

i) The step taken or impacts on conversation of energy - The operation of your Companyare not energy intensive. However adequate measures have been initiated for conservationof energy.

ii) The steps taken by the Company for utilizing alternative sources of energy - thoughthe operations of the Company are not energy intensive the Company shall explorealternative sources of energy as and when necessity arises.

iii) The capital investment on energy conservation equipments - NIL

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)
PARTICULARS 2016-2017 2015-2016
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo Nil Nil

C] Technology Absorption:

a. The efforts made towards Technology Absorption: None

b. The benefits derived like product improvement cost reduction product development:Not Applicable

c. The Expenditure incurred in Research & Development: Nil


The Company does not have any employee in receipt of remuneration equal to or exceedingthe limits prescribed under 197 (12) of the Companies Act 2013 read with rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.


The information required under Section 197(12) of the Companies Act 2013 and the Rulesmade there-under in respect of the employees of the company

a) The ratio of the remuneration of each director to the median remuneration of theemployee of the company for the financial year:

No remuneration is been paid to the Directors of the company.

b) The percentage of increase in remuneration of each Director Chief Executive Officer(CEO) Chief Financial Officer(CFO) and Company Secretary (CS) if any in the financialyear-

Name of the Person % of increase
Rajiv Pathak (CEO) -
Vaishali Dhuri (CFO) 16.08
Ekta Kumari (CS) -

c) The percentage increase in the median remuneration of employees in the financialyear - 32.11%

d) The number of permanent employees on the rolls of company as on 31stMarch 2017 - 6(Six)

e) Average percentile increase already made in the salaries of employees other than themanagerial 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 increase in salaries of employees other than managerial personnel in2016-17 was 49.38%. Percentage increase in the managerial remuneration for the year was16.08%

f) The key parameters for any variable component of remuneration availed by thedirectors.

No variable component of remuneration has been availed by the directors.

g) Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through the compensation package the Companyendeavor to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process The Company affirmsremuneration is as per the remuneration policy of the company.

j) Details Pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 and forming part of the directors reportfor the year ended March 31 2017.

As required under Rule 5 (2) none of the employees were in receipt of remuneration ofnot less than 1 Crore and 2 Lakh rupees p.a. or employed for a part of the financial yearwere in receipt of remuneration of not less than 8 Lakh and Fifty Thousand p.m.

Details of top ten employees in terms of remuneration drawn as per Rule 5 (2) are asfollows:

Name and Age of the employee and % of equity shares held Designation of employee Qualifications & Experience Date of Commencement of Employment Gross Remuneration received (Per annum) Other Terms & Conditions Nature of employment whether contractual or otherwise Nature of duties of the employees The last employment held by such employee before joining the company Relationship with other Directors of the Company
Rajiv Pathak Age: 37 Years % of shares held: NIL CEO Qualification: CA Experience: 10 Years 13.02.2015 2288030 As per Appointment letter Non contractual Looks after Investments Four Dimensions Securities (India) Limited There is no relationship with any Directors
Anju Kejariwal Age: 48 Years % of shares held: NIL Officer Qualification: Experience: 15 Years 01.04.2014 2207900 As per Appointment letter Non contractual Looks after Commercial Winro Commercial (India) Limited There is no relationship with any Directors
Mrunal Khalpada Age: 37 Years % of shares held: NIL Officer Qualification : B.Com Experience: 10 Years 01.04.2014 1780600 As per Appointment letter Non contractual Looks after Accounts Winro Commercial (India) Limited There is no relationship with any Directors
Sanket Baheti Age: 26 Years % of shares held: NIL Analyst Qualification: MBA Experience: 2 Years 08.03.2015 1271500 As per Appointment letter Non contractual Looks after Research Analysis There is no relationship with any Directors
Vaishali Dhuri Age:46 Years % of shares held: NIL CFO Qualification: BSC Experience: 15 Years 13.02.2015 835538 As per Appointment letter Non contractual Looks after the Accounts & Taxation D. L. Mehta & Co. There is no relationship with any Directors
Ekta Kumari Age: 36 Years % of shares held: NIL Company Secretary Qualification: CS B.Com Experience: 5 Years 24.03.2015 152400 As per Appointment letter Non contractual Looks after Secretarial Compliances Tarapur Transformers Limited There is no relationship with any Directors


The details forming part of extract of the Annual Return in form MGT-9 a required undersection 92 of the Companies Act 2013 is included in this report as("Annexure-2") and forms an integral part of this Report.


The details of Loans Guarantees and Investments made are given in the Notes to theFinancial Statements. However provisions of Section 186 of Companies Act 2013 except Subsection (1) are not applicable to the company.


Ms. Babita Thakar and Mr. Ketan Desai who are Independent Directors have submitted adeclaration that each of them meets the criteria of independence as provided inSub-section (6) of Section 149 of the Companies Act 2013.

Further there has been no change in the circumstances which may affect their status asindependent director during the year.


As provided in Sub-section (6) of Section 149 of the Companies Act 2013 the companyshall familiarize the independent directors with the company their roles rightsresponsibilities in the company nature of the industry in which the company operatesbusiness model of the company etc. through various programmes.

On their appointment the Independent Directors were familiarized about the Company'soperations and businesses. Interaction with the key executives of the Company is alsofacilitated.

The said program was conducted for the familiarization of Independent directors. Thedetails of the same can found on the website of the company -


A report on Corporate Governance is included as a part of this Annual Report.Certificate from M/s. Nishant Jawasa & Associates Company Secretaries in practiceconfirming the compliance with the conditions of Corporate Governance as stipulated underRegulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is included as a part of this report.



The transactions entered with the related parties were in ordinary course of businessand at arm's length & thus the provisions of Section 188(1) of the Companies Act 2013is not applicable to the Company. Subsequently Form AOC - 2 is not required. The detailsof related party transactions are provided in the Financials Statements of the Company.


The Chief Executive Officer and the Chief Financial Officer of the Company have given aCertificate to the Board as contemplated in Regulation 17 of the Listing Regulations.


The Board of Directors have laid-down a "Code of Conduct" (Code) for all theBoard Members and the senior management personnel of the Company and the same Code isposted on the Website of the Company - or accessed through thefollowing link - http://www.saraswaticommer- pdf

Annual declaration is obtained from every person covered by the Code.


Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of this Annual Report.


The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All such policies which areapplicable to the company are available on our website( ). The policies are reviewed bythe Board and updated based on need and new compliance requirements.

The policies and programmes adopted by the company along with their web links are asfollows:

Sr. No. Name of the policy Web link
1 Document Retention and Archival Policy Document-Retention-Archival-Policy Saraswati.pdf
2 Policy for determination of Materiality for-Determination-of-Materiality Saraswati.pdf
3 Policy on prevention of sexual harassment Policy%20On%20Prevention%20of%20Sexual%20 Harassment.pdf
4 Nomination & Remuneration Policy NOMINATION0/o20AND%20REMUNERATION0/o20POUCY- SCIL.pdf
5 CSR Policy Policy SARASWATI.pdf
6 Vigil Mechanism Policy Mechanism-policy-SCIL.pdf
7 Related Party Transaction Policy 20Party/20Transaction/20Policy.pdf
8 Familiarisation Programme for Independent Directors
final/20Details of Familiarisation Programme


Board Meetings and Attendance of Directors

The Board meets at least once in a quarter to consider and adopt amongst other businessthe performance of the Company and quarterly financial results. When deemed necessaryadditional meetings of the Board are held. The Board meetings are held at the RegisteredOffice of the Company at Mumbai. Agenda for each board meeting along with explanatorynotes are drafted and distributed well in advance to the Directors. Every Board Member isfree to suggest the inclusion of items on the agenda.

There were 9 Board Meetings held during the year ended 31st March 2017.Additionally several committee meetings were held including Audit Committee Nomination& Remuneration Committee Stakeholder Relationship Committee & Corporate SocialResponsibility Committee.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section143 of the Companies Act2013 ("the Act") forms part of this Annual Report as"Annexure-A" to the Auditors Report.


The company has adequately insured all its Assets and properties.


The Board of Directors constituted a Corporate Social Responsibility (CSR) Committeeconsisting of three Directors out of which one is Independent Director. The Board ofDirectors at its meeting held on 12th August 2015 has adopted and approved theCSR policy as recommended by the CSR Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "(Annexure-3)" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.

The policy is available on the website of the Company at (

During the year the company was required to spend Rs. 2260500/- towards CorporateSocial Responsibility out of which company has spent Rs. 2700000/- lakhs.


The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non- Independent Director was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

The Nomination and Remuneration Committee and the Board of Directors have laid downcriteria for performance evaluation of Directors Chairperson Board Level Committees andBoard as a whole and also the evaluation process for the same. The performances of themembers of the Board the Board level Committees and the Board as a whole were evaluatedat the meeting of the Independent Directors held on 20th December 2016. TheBoard of Directors expressed their satisfaction with the evaluation process.


The Company has a Vigil Mechanism policy which lays down the principles and standardsgoverning the management of grievances and concerns of employees and directors of theCompany. The Vigil Mechanism policy has been posted on the website of the Company( ).


Merger of Aroni Commercials Limited:

The Hon'ble National Company Law Tribunal Mumbai bench has disposed our petition andgiven us the order in our favour for the amalgamation of Aroni Commercials Limited (thetransferor company) with Saraswati Commercial (India) Limited (the transferee company)vide its order dated 16th March 2017. The Company has filed Form INC 28 withthe Registrar of Companies and its Effective Date is 31st March 2017.

The Company has received approval letter of Part II (A) (2) of SEBI CircularCIR/CFD/CMD/16/2015 dated 30th November 2015 dated 8th May 2017and fixed the Record date on 22nd May 2017 to issue the shares of SaraswatiCommercial (India) Limited to the Shareholders of Aroni Commercials Limited.

At the Board Meeting held on 29th May 2017 the Company allotted 390593equity shares pursuant to the Scheme of Amalgamation to the Shareholders of AroniCommercials Limited which has been shown as shares pending allotment in Balance sheet forthe year ended 31st March 2017. The shares were issued in the prescribed ratioi.e. 1:9 shares to the shareholders of Aroni Commercials Limited.

The Company has also received Listing and Trading approval of Shares with regards tothe said allotment.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under thereview:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of share (including sweat equity shares) to employees of the Company under anyscheme.

4. None of the Directors of the company receives any remuneration or commission fromthe Company as well as from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.


Your Directors take this opportunity to express their gratitude for the support andco-operation from the Investors Banks and Statutory Authorities. Your Directors expresstheir deep appreciation to the Company's employees at all levels for their unstintedefforts and valuable contributions during the year.

By Order of the Board of Directors
Place: Mumbai Harisingh Shyamsukha
Dated: 14th August 2017 Director