Your Directors take pleasure in presenting the Thirty Third 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 2018.
The performance of the Company for the financial year ended on 31st March2018 is summarized below:
( Rs. In Lacs)
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations and other Income ||655.55 ||46.27 |
|Profit before tax and depreciation ||32.89 ||3.85 |
|Depreciation ||0.22 ||1.44 |
|Profit before tax ||32.67 ||2.41 |
|Deferred Tax ||0.01 ||(0.33) |
|Current Tax ||8.20 ||1.00 |
|Profit after Taxation ||24.46 ||1.74 |
|Less: Previous year adjustments ||0.00 ||0.37 |
|Less: Old Income tax written off ||-- ||-- |
|Balance brought forward from previous year ||190.37 ||189.00 |
|Provision for diminution in value of non current investment ||-- ||-- |
|Excess Depreciation Written back ||-- ||-- |
|Amount available for appropriation ||214.83 ||190.37 |
|APPROPRIATION ||-- ||-- |
|Amount Carried to Balance sheet ||214.83 ||190.37 |
|Paid Up Equity Share Capital ||300.00 ||300.00 |
|Earnings Per share (Rs.10/- each) ||0.82 ||0.05 |
|Basic & Diluted (in Rs.) || || |
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 2017-18 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.
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
The Board of Directors has not proposed any amount for transfer to reserves for theyear ended 31st March 2018.
OPERATIONS AND PERFORMANCE
During the year under review Revenue from operations and other income of the Companystood at Rs. 655.55 Lacs as compared to previous year Rs. 46.27 Lacs showing increasingtrend over the previous year. Profit before tax has increased to Rs. 32.65 Lacs ascompared to previous year figure of Rs. 2.41 Lacs. Profit after tax increased to Rs. 24.46Lacs as compared to previous year figure of Rs. 1.74 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. The Company has not received any unsecured loan from director during the financialyear.
During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2018 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 2018 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. Thatin the preparation of the annual accounts for financial year ended 31st March2018 the applicable accounting standards have been followed along with proper explanationrelating 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
Mr. Sunil Gangrade Director of Company retires by rotation in accordance with theprovisions of Articles of Association of the Company and being eligible offer himself forre-appointment.
During the year under review the members approved appointment of Mr. Sunil Gangrade asa Whole-time Director of the Company liable to retire by rotation in the Annual GeneralMeeting held on 26.09.2017.
Ms. Pratibha Joshi has resigned from the post of Company Secretary w.e.f. 30.04.2018 inplace of her Ms. Ragini Chaturvedi has appointed w.e.f. 01.05.2018. Mr. Mahendra PalKothari Director of the Company has resigned w.e.f. 24.10.2017.
Mr. Ritesh Sinvhal was appointed by the Board as an additional director w.e.f.23.10.2017 and he shall hold office up to the date of the ensuing Annual General Meeting.Your Company has received a notice in writing proposing his candidature for the office ofIndependent Director.
Mr. Ritesh Sinvhal has given a declaration to the Board that he meets the criteria ofindependence as provided under Section 149(6) of the Act. In the opinion of the Board hefulfills the conditions specified in the Act and the rules framed thereunder forappointment as Independent director and he is independent of the management.
Section 149(10) of the Act provided that an independent director shall hold office fora term of five consecutive years on the Board. Further section 149(13) of the Act statesthat the provision relating to retirement of directors by rotation shall not apply to theappointment of independent directors. In compliance with the provisions of the CompaniesAct 2013 it is proposed to appoint Mr. Ritesh Sinvhal as an independent director of theCompany to hold office for a term of five years w.e.f. 23.10.2017.
Further Mr. Yogender Mohan Sharma was appointed as an Independent Director of theCompany for a term of five years in the 29th Annual General Meeting held on10.09.2014. The Board based on the performance evaluation and as per the recommendationof the Nomination and Remuneration Committee recommends the re-appointment of Mr.Yogender Mohan Sharma for second term of 5 (five) consecutive years commencing from 1stApril 2019 to 31st March 2024" for approval by the Shareholders.
Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of the 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.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiary or joint venture or associate Company as on31.03.2018.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 times during the financial year. The details of which are given in theCorporate Governance Report that forms part of this annual report. The interveninggap between any two Meetings was within the period prescribed under the Companies Act2013.
LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE).The listing fee for the year 2018-19 has already been paid to 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
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.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017.
The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
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 thelink:http://www.sarthakglobal.com/images/Familiarisation%20Programmesarthak%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. Thus Form AOC 2 is not required. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed 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 foreign exchange outgo was Rs. NIL (PreviousYear Rs. NIL) and the foreign exchange earning was Rs. NIL (Previous year Rs. Nil).
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required under Section197(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 Palak Vaid & Company Chartered Accountants (Firm Registration No. 021796C)were appointed as Statutory Auditors of your Company at the Annual General Meeting held on26th September 2017 for a term of five consecutive years from the conclusionof 32nd Annual General Meeting till the conclusion of 37th AnnualGeneral Meeting of the Company subject to ratification by members at every subsequentAnnual General Meeting. In accordance with the Companies Amendment Act 2017 enforced on07th May 2018 by the Ministry of Corporate Affairs the appointment ofStatutory Auditors is not required to be ratified at every Annual General Meeting.Therefore Company is not seeking any ratification of appointment of M/s Palak Vaid &Company Chartered Accountants as the auditors of the Company by the members at ensuinggeneral meeting.
Your Company has received a certificate from M/s Palak Vaid & Company CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof the provisions of Section 141 of the Companies Act 2013 and the Rules framedthereunder. They have also confirmed that they hold a valid certificate as required underthe provisions of Regulation 33 of the Listing Regulations.
The notes referred to by the Auditors in their Report are self explanatory and hence donot 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 Gangrade Purviya & Associates PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexedherewith as "Annexure C" forming part of this report.
There are no adverse comments qualifications or reservations or adverse remarks in theSecretarial Audit Report.
The Company does not falls within the provisions of section 148 of Companies Act 2013read with Companies (Cost records & Audit) Rules 2014 therefore no such records arerequired to be maintained and company was not required to appoint cost Auditor for theFinancial year 2017-18.
The Board has appointed M/s Pramod Garg & Associates.' (FirmRegistration Number: 006256C) as Internal Auditor of the company and takes hissuggestions and recommendations to improve and strengthen the internal control systems.The Audit Committee reviews adequacy and effectiveness of the Company's internal controlenvironment 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 at the weblink:http://www.sarthakglobal.com/images/Code%20of%20Practices%20and%20Procedures%20for%20fair%20disclosure-SGL.pdf
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2018.
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. The same is also available at Company's websitewww.sarthakindustries.com.
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 2017-18 andhence no complaint is outstanding as on 31.03.2018 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 |
|Place: Indore ||Sunil Gangrade ||Swati Sudesh Oturkar |
|Dated: 14th August 2018 ||Whole Time Director ||Director |
| ||DIN: 00169221 ||DIN: 07024890 |