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Sarthak Global Ltd.

BSE: 530993 Sector: Financials
NSE: N.A. ISIN Code: INE075H01019
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NSE 05:30 | 01 Jan Sarthak Global Ltd
OPEN 5.20
PREVIOUS CLOSE 5.20
VOLUME 1100
52-Week high 5.22
52-Week low 4.96
P/E 32.50
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.20
CLOSE 5.20
VOLUME 1100
52-Week high 5.22
52-Week low 4.96
P/E 32.50
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sarthak Global Ltd. (SARTHAKGLOBAL) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the Thirty Sixth Annual Report together withthe Audited Statement of Accounts on the business and operations of the Company along withsummary of standalone financial statements for the year ended 31st March 2021.

FINANCIAL SUMMARY

The performance of the Company for the financial year ended on 31st March2021 is summarized below:

(Rs in Lacs)

Particulars 2020-21 2019-20
Revenue from Operations and other Income 1948.83 10442.86
Profit before tax and depreciation 11.28 13.55
Depreciation 4.07 0.97
Profit before tax 7.21 12.58
Deferred Tax 0.21 (0.04)
Current Tax 1.66 3.33
Profit after Taxation 5.33 9.29
Less : Previous year adjustment - -
Less : Old Income tax written off

-

-

Balance brought forward from previous year 229.54 220.24
Provision for diminution in value of non current investment - -
Excess Depreciation Written back - -
Amount available for appropriation 234.87 229.54
APPROPRIATION - -
Amount Carried to Balance sheet 234.87 229.54
Paid Up Equity Share Capital 300.00 300.00
Earning Per Share ( 10/- each) Basic & Diluted (in ) 0.18 0.31

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from 1st April 2017. The financialstatements of the Company for the financial year 2020-21 have been prepared in accordancewith Ind AS prescribed under Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 and the other recognized accountingpractices and policies to the extent applicable.

DIVIDEND

In order to conserve the resources of the Company by taking into account the prevailingeconomic situation and the need of resources for growth the Board of Directors of theCompany thought it prudent not to recommend any Dividend on the Equity Shares of theCompany for the financial year ended 31st March 2021. (Previous year: Nil).

NATURE OF BUSINESS

During the year under review there has been no change in the nature of the business ofthe Company.

TRANSFERRED TO RESERVE

The Board of Directors has not proposed any amount for transfer to reserves for theyear ended 31st March 2021.

HIGHLIGHTS OF OPERATIONS AND PERFORMANCE

During the year under review Revenue from operations and other income of the Companystood at 1948.83 Lacs as compared to previous year figure of 10442.86 Lacs showingdecreasing trend. Profit before tax has decreased to 7.21 Lacs as compared to previousyear figure of 12.58 Lacs. Profit after tax decreased to 5.33 Lacs as compared to previousyear figure of 9.29 Lacs.

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. The Company has not received any unsecured loan from director during the financialyear.

COVID-19 PANDEMIC

It is also pertinent to highlight that COVID-19 pandemic has resulted in disruption inregular business operations due to lockdown and travel bans (both Domestic andInternational) since March 2020 across the globe considering public health and safetymeasures.

The Company is primarily engaged in business of Share Transfer Agents. SEBI hasnotified the Registrar and Share Transfer Agents under exempted category from closures.Accordingly as of 31st March 2021 based on the facts and circumstancesexisting as of that date the Company does not anticipate any material uncertainties whichaffects its liquidity position and also ability to continue as a going concern. Howeverthe impact assessment of COVID-19 is a continuing process given the uncertaintiesassociated with its nature and duration.

SHARE CAPITAL POSITION AS ON 31st MARCH 2021 AUTHORIZED CAPITAL:

40.00. 000 Equity Shares of face value of 10/- each aggregating to 400.00 Lakhs.

ISSUED SUBSCRIBED AND PAID-UP SHARE CAPITAL:

30.00. 000 Equity Shares of face value of 10/- each aggregating to 300.00 Lakhs.INSURANCE

All properties and insurable interests of the Company have been adequately insured.

HUMAN RESOURCE & EMPLOYEES RELATIONS

Employee's 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 REPORT

We ensure that we evolve and follow the best practices of corporate governancesincerely to not just boost long-term shareholder value but to also respect minorityrights. We consider it our inherent responsibility to disclose timely and accurateinformation regarding our financials and performance as well as the leadership andgovernance of the Company.

The paid-up capital of the Company is not exceeding 10.00 Crore and net worth of theCompany is not exceeding 25.00 Crore therefore Company is not required to comply with theprovisions of Corporate Governance in terms of SEBI (Listing Obligations and DisclosureRequirements)

Regulations 2015. Your Company complies with the provisions of Corporate Governance asa practice of good corporate governance.

The report on Corporate Governance for the year ended 31st March 2021. Interms of Regulation 34(3) read with Section C of Schedule V to Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 formspart of this Annual Report. The Practicing Company Secretary's certificate confirmingcompliance with Chapter IV of SEBI (LODR) Regulations 2015 also forms part of this AnnualReport.

All the Directors of the Company and Senior Management Personnel have confirmed thecompliance of Code of Conduct for Board of Directors & Senior Management personnel ofthe Company. The declaration of the Manager confirming compliance with the 'Code ofConduct for Board of Directors & Senior Management personnel of the Company forms partof this Annual Report.

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented ina separate section and forms part of the Annual Report.

DIRECTORS' RESPONSIBILITIES STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors to the best oftheir knowledge hereby state and confirm that:

a) in the preparation of the annual accounts for financial year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theprofit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls which are adequate and areoperating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutive and Non-Executive Directors.

During the year under review Ms. Ragini Chaturvedi has resigned from the post ofCompany Secretary and Compliance Officer (KMP) with effect from 15th March2021.

Mr. Ankit Joshi has been appointed as Company Secretary and Compliance Officer (KMP)with effect from 08th June 2021.

During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified holding office as director.

The details of Directors being recommended for re-appointment as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing Annual General Meeting of the Company.Appropriate Resolution(s) seeking your approval for the re-appointment of Directors arealso included in the Notice.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mrs. Swati Sudesh Oturkar holding DIN: 07024890 Director ofCompany retires by rotation in accordance with the provisions of Articles of Associationof the Company and being eligible offers herself for re-appointment. The Board recommendsher re-appointment.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act 2013 read with Rule 8of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 KeyManagerial Personnel of the Company as on 31st March 2021 are summarizedbelow:

Mr. Sunil Gangrade (DIN: 00169221) Whole-Time Director
Mr. Pinkesh Gupta Chief Financial Officer
Ms. Ragini Chaturvedi* Company Secretary

* Resigned from the office of Company Secretary with effect from 15th March2021 SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

There are no companies which have become or ceased to be subsidiary joint venture and/ or associate of the company during the financial year 2020-21.

NUMBER OF MEETINGS OF THE BOARD

Eight (8) Board Meetings were held during the financial year ended 31stMarch 2021. The details of the Board Meetings with regard to their dates and attendanceof each of the Directors thereat have been provided in the Corporate Governance Report.

LISTING OF SHARES

The equity shares of the Company are listed on the BSE Limited (BSE). The listing feefor the year 2021-22 has already been paid to the credit of the Stock Exchange.

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

The Company has received declarations from the Independent Directors that they meet thecriteria of independence as prescribed u/s 149(6) of the Companies Act 2013 and the SEBIListing Regulations. In the opinion of the Board they fulfill the condition forappointment/ reappointment as Independent Directors on the Board. Further in the opinionof the Board the Independent Directors also possess the attributes of integrityexpertise and experience as required to be disclosed under Rule 8(5)(iiia) of theCompanies (Accounts) Rules 2014.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all Independent Directors of the Company have registered themselves with theIndian Institute of Corporate Affairs (IICA) and have included their names in the databankof Independent Directors within the statutory timeline. They have also confirmed that theywill appear for the online proficiency test wherever applicable.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations 2015 the Boardhas carried out the annual performance evaluation of the Directors individually as well asevaluation of the working of the Board and of the Committees of the Board by way ofindividual and collective feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

• Knowledge and Skills

• Professional Conduct

• Duties Role and Functions

• Fulfillment of the Independence Criteria and their independence from themanagement

b) For Executive Directors:

• Performance as Team Leader/Member

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Set Key Goals and Achievements

• Professional Conduct and Integrity

• Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME

The details of familiarization programme imparted during the FY 2020-2021 is disclosedon the website of the Company at the following web-link:http://www.sarthakglobal.com/upload/ investors file/CTI1617981097.pdf.

INTERNAL FINANCIAL CONTROLS

The Company's internal control procedures which include internal financial controlsensure compliance with various policies practices and statutes and keeping in view theorganization's pace of growth and increasing complexity of operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Kindly refer the financial statements for the loans guarantees and investmentsgiven/made by the Company as on March 31 2021.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year theCompany had not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

Hence there is no information to be provided as required under Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014.

The Board has approved a policy for related party transactions which has been uploadedon the Company's website. The web-link as required under SEBI Listing Regulations 2015 isas under: http ://www.sarthakglobal.com/upload/investors file/CTI1617981178.pdf.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013

There have been no material changes and commitments affecting the financial position ofthe Company since the closure of the financial year i.e. since 31st March2021. Further it is hereby confirmed that there has been no change in the nature ofbusiness of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The provisions of Section 134(3)(m) of the Companies Act 2013 in respect ofconservation of energy and technology absorption do not apply to the Company. Accordinglythese particulars have not been provided.

During the year under review the foreign exchange outgo was 575.06 Lacs (Previous Year535.96 Lacs) and the foreign exchange earning was NIL (Previous year Nil).

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employees of the company were in receipt of remuneration in excess oflimits prescribed under Rule 5(2) read with Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Disclosure required under Section 197(12) of Companies Act 2013 read with the Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isgiven in "Annexure A" to this Report.

Further as Company does not have any subsidiary or associate; therefore none of thedirectors are drawing any remuneration or commission from any subsidiary or associatecompanies.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In compliance with the requirements of Section 178 of the Act and Regulation 19 of theSEBI Listing Regulations 2015 the Company has laid down a Nomination and RemunerationPolicy which has been uploaded on the Company's website. The web-link as required underthe Act is as under:

http://www.sarthakglobal.com/upload/investors file/CTI1626087117.pdf The salientfeatures of the NRC Policy areas under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel KMP SeniorManagement Personnel & other employees.

5) Remuneration to Non-Executive / Independent Director.

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 the Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns or grievances. The same is uploaded on the website of the Company and theweb-link as required under SEBI Listing Regulations 2015 is as under:

http://www.sarthakglobal.com/assets/pdf/Vigil%20Mechanism and Whistle Blower Policy-Sarthak Global Limited.pdf

RISK MANAGEMENT

The Company's Risk Management processes focus on ensuring that these risks areidentified on a timely basis and reasonably addressed. Pursuant to Section 134(3)(n) ofthe Companies Act 2013 & Regulation 17(9) of the SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015 the Board of the Company has formed a RiskManagement Committee to frame implement and monitor the Risk Management Plan for theCompany. The details of risk have been covered in the Management Discussion and AnalysisReport forming part of the Board's 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

A) STATUTORY AUDITOR

M/s. Rajendra Garg & Co. Chartered Accountants (Firm Registration No.: 005165C)[Previously known as M/s. Palak Vaid & Company Chartered Accountants (FirmRegistration No.: 021796C)] were appointed as Statutory Auditors of your Company at theAnnual General Meeting held on 26th September 2017 for a term of fiveconsecutive years from the conclusion of 32nd Annual General Meeting till theconclusion of 37th Annual General Meeting of the Company subject toratification by members at every subsequent Annual General Meeting. In accordance with theCompanies Amendment Act 2017 enforced on 07th May 2018 by the Ministry ofCorporate Affairs the appointment of Statutory Auditors is not required to be ratified atevery Annual General Meeting.

Your Company has received a certificate from auditors confirming their eligibility tocontinue as Auditors of the Company in terms of the provisions of Section 141 of theCompanies Act 2013 and the Rules framed thereunder. They have also confirmed that theyhold a valid certificate as required under the provisions of Regulation 33 of the ListingRegulations.

The notes referred to by the Auditors in their Report are self explanatory and hence donot require any explanation.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report under Section 143(12) of the Act and the rules madethereunder.

B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Gangrade Purviya & Associates PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear 2020-2021. The Secretarial Audit Report for the financial year 2020-2021 is annexedherewith as "Annexure B" forming part of this report.

There are no adverse comments qualifications or reservations or adverse remarks in theSecretarial Audit Report.

C) COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended Notifications/ Circulars issued by theMinistry of Corporate Affairs from time to time the company is not falling under thelimits of cost audit requirements.

D) INTERNAL AUDITOR

The Board has appointed M/s. Pramod Garg & Associates (Firm Registration Number:006256C) as Internal Auditor of the company for the financial year 2020-2021 and takestheir suggestions and recommendations to improve and strengthen the internal controlsystems. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations.

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of InsiderTrading) Regulations 2015. The Details of the said code is available on website of theCompany and can be accessed from http://www.sarthakglobal.com/upload/investorsfile/CTI1617981264.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS

During financial year 2020-21 your Company has complied with the relevant provisionsof Secretarial Standards issued by the Institute of Company Secretaries of India on BoardMeetings and General Meetings

ANNUAL RETURN

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92of the Companies Act 2013 as amended in Form MGT-7 as they stood on the close of thefinancial year i.e. 31st March 2021 is uploaded on the website of the Companyin the Investor section and can be accessed fromhttp://www.sarthakglobal.com/annual-return.

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 2020-2021 andhence no complaint is outstanding as on 31.03.2021 for redressal.

DISCLOSURE UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014

No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable. The requirement to disclosethe details of difference between amount of the valuation done at the time of onetimesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable.

OTHER DISCLOSURE

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 review:

• The Company has not issued any equity shares with differential rights as todividend voting or otherwise.

• The Company has not issued any sweat equity shares during the year under reviewand hence no information as per provisions of Rule 8(13) of the Companies (Share Capitaland Debenture) Rules 2014 is furnished.

• No significant and material orders have been passed by any Regulators or Courtor Tribunal which can have an impact on the going concern status and the Company'soperation in future.

• There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is notapplicable to your Company for the financial year ending March 31 2021.

APPRECIATION

Directors place on record their deep appreciation to employees at all levels for theirhard work dedication and commitment - our people have been key to our successfulnavigation of the challenges we have faced this year. The Board conveys its appreciationfor its customers shareholders suppliers as well as vendors bankers businessassociates regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors
SUNIL GANGRADE SWATI SUDESH OTURKAR
Whole-time Director Director
DIN : 00169221 DIN : 07024890
Place : Indore
Dated : 13th August 2021

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