Your Directors take pleasure in presenting the Thirty Second Annual Report togetherwith the Audited Statement of Accounts on the business and operations of the company alongwith summary of standalone financial statements for the year ended 31st March2017.
The performance of the Company for the financial year ended on 31st March2017 is summarized below:
| || ||(Rs. In Lacs) |
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations and other Income ||46.27 ||77.92 |
|Profit before tax and depreciation ||3.85 ||2.57 |
|Depreciation ||1.44 ||1.41 |
|Profit before tax ||2.41 ||1.16 |
|Deferred Tax ||(0.33) ||(0.31) |
|Current Tax ||1.00 ||0.34 |
|Profit after Taxation ||1.74 ||1.13 |
|Less: Previous year adjustments ||0.37 ||-- |
|Less: Old Income tax written off ||-- ||7.69 |
|Balance brought forward from previous year ||189.00 ||195.56 |
|Provision for diminution in value of non current investment ||-- ||-- |
|Excess Depreciation Written back ||-- ||-- |
|Amount available for appropriation ||190.37 ||189.00 |
|APPROPRIATION ||-- ||-- |
|Amount Carried to Balance sheet ||190.37 ||189.00 |
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 AND PERFORMANCE
During the year under review Revenue from operations and other income of the Companystood at Rs. 46.27 Lacs as compared to previous year Rs. 77.92 Lacs showing decreasingtrend over the previous year. Profit before tax has increased to Rs. 2.41 Lacs as comparedto previous year figure of Rs. 1.16 Lacs. Profit after tax increased to Rs. 1.74 Lacs ascompared to previous year figure of Rs. 1.13 Lacs.
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.
During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2017 stood at Rs. 30000000/-.The Company has not issued shares with differential voting rights nor has granted anystock option or sweat equity shares. As on 31st March 2017 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
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 REPORTS
We ensure that we evolve and follow the corporate governance best practices sincerelyto not just boost long-term shareholder value but to also respect minority rights. Weconsider it our inherent responsibility to disclose timely and accurate informationregarding our financials and performance as well as the leadership and governance of theCompany.
The paid-up capital of the Company is not exceeding Rs. 10.00 crore and net worth ofthe Company is not exceeding Rs. 25.00 crore therefore Company is not required to complywith the provisions of Corporate Governance in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company. Companycomply the provisions of Corporate Governance as a practice of good corporate governance.A Management Discussion and Analysis Report Corporate Governance Report and Auditors'Certificate regarding compliance of conditions of Corporate Governance are made a part ofthe Annual Report.
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 2017; 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 to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Swati Sudesh Oturkar Director of Company retires by rotation in accordance withthe provisions of Articles of Association of the Company and being eligible offer herselffor reappointment. During the year under review the members approved the appointments ofMrs. Swati Sudesh Oturkar as a Director of the Company who are liable to retire byrotation.
Mr. Sitaram Rathi (DIN: 00276239) resigned from the post of Whole time director of theCompany w.e.f. 14/02/2017 and Mr. Prakash Joshi resigned from the post of CompanySecretary of the Company w.e.f. 13.12.2016. Mr. Sunil Gangrade resigned from the post ofCFO of the Company w.e.f. 31.01.2017. The Board appreciates the services rendered by them.
The Board appointed Mr. Pinkesh Gupta as Chief Financial Officer (CFO) of the Companyw.e.f. 10/02/2017 and Ms. Pratibha Joshi as Company Secretary of the Company w.e.f.10/02/2017. The Board appointed Mr. Sunil Gangrade as an additional director of theCompany w.e.f. 10.02.2017 and further whole-time director of the Company w.e.f. 01.03.2017subject to approval of members in general meeting. Your Company has received a notice inwriting proposing his candidature for the office of whole-time director. The Boardproposes to appoint him in this annual general meeting.
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.
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 as on31.03.2017.
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 times during the financial year. The details of which are given in the CorporateGovernance Report that forms part of this annual report. The intervening gap betweenany two Meetings was within the period prescribed under the Companies Act 2013.
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 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The evaluation of all the directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
None of Independent Directors are due for re-appointment.
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.sarthakglobal.com/images/Familiarisation%20Programme-Sarthak%20Global.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
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
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. The Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the link:http://www.sarthakglobal.com/images/Related_Party_Policy-SGL.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 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 foreignexchange outgo was Rs. NIL (Previous Year Rs. NIL) and the foreign exchange earningwas Rs. NIL (Previous year Rs. Nil).
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 "AnnexureA" forming part of this report. The information required under Rule 5(2) and(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in the Annexure forming part of this Report. In terms of the first provisionto Section 136 of the Act the Report and Accounts are being sent to the Members excludingthe aforesaid Annexure. Any Member interested in obtaining the same may write to theCompany Secretary at the Registered Office of the Company.
Further Company does not have any subsidiary or associate; therefore none ofdirectors is drawing any remuneration or commission from any subsidiary or associatecompanies.
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 B" forming part of thisreport.
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 Vigil Mechanism/ Whistle Blower Policy may be accessed on theCompany's website i.e. www.sarthakglobal.com.
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 Boards 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 & AUDITOR'S REPORT
M/s. Rajendra Garg & Co. Chartered Accountants (Firm Registration No.: 005165C)Statutory Auditors of the Company has shown their inability for re-appointment in theensuing annual general meeting therefore the Board of Directors of the Company at theirmeeting held on 28th August 2017 on the recommendation of the AuditCommittee have recommended the appointment of M/s. Palak Vaid & Company CharteredAccountants (Firm Registration No. 021796C) as the Statutory Auditors of the Company tothe Members at the 32nd Annual General Meeting of the Company for an initialterm of 5 years. Accordingly a resolution proposing appointment of M/s. Palak Vaid &Company Chartered Accountants as the Statutory Auditors of the Company for a term offive consecutive years i.e. from the conclusion of 32nd Annual General Meetingtill the conclusion of 37th Annual General Meeting of the Company pursuant toSection 139 of the Companies Act 2013 forms part of the Notice calling 32ndAnnual General Meeting of the Company. In this regard the Company has received acertificate to the effect that they satisfy the criteria provided under Section 141 of theAct and that the appointment if made shall be in accordance with the applicableprovisions of the Act and rules framed there under The notes referred to by the Auditorsin their Report are self explanatory and hence do not require any explanation.
Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of Section 143 of Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Anurag Gangrade & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed herewithas "Annexure C" 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 D"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 2016-17 andhence no complaint is outstanding as on 31.03.2017 for redressal.
The Directors wish to convey their appreciation to all of the employees of the Companyfor their enormous personal efforts as well as their collective contribution during theyear. The Directors would also like to thank the shareholders customers suppliersbankers financial institutions and all other business associates for their continuoussupport given 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 |
|Sunil Gangrade ||Swati Sudesh Oturkar |
|Whole Time Director ||Director |
|DIN: 00169221 ||DIN: 07024890 |
|Place: Indore || |
|Dated: 28th August 2017 || |