Your Directors have pleasure in presenting 35 Annual Report together with the AuditedStatement of Accounts of the Company for the year ended 31 March 2019.
The performance of the Company for the financial year ended on 31 March 2019 issummarized below:
| || ||(Rs. In Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||11195.67 ||12109.59 |
|Other Income ||144.56 ||376.37 |
|Profit/ (Loss) before Depreciation Finance Cost || || |
|Exceptional items & Tax Expenses ||350.24 ||454.41 |
|Less: Depreciation ||71.32 ||65.10 |
|Profit/ (Loss) before Finance Cost Exceptional || || |
|Items and Tax Expenses ||278.92 ||389.31 |
|Less: Finance Cost ||160.42 ||173.79 |
|Profit/ (Loss) before Exceptional Items and Tax Expenses ||118.50 ||215.52 |
|Add/ (Less): Exceptional items ||-- ||-- |
|Profit/ (Loss) before Tax Expenses ||118.50 ||215.52 |
|Less: Tax Expenses ||73.60 ||39.93 |
|Profit/ (Loss) after Taxation ||44.90 ||175.59 |
|Add: Other Comprehensive Income ||(6.56) ||(5.34) |
|Total Comprehensive Income ||38.34 ||170.25 |
|Balance brought forward from previous year ||2517.07 ||2346.82 |
|Amount available for appropriation ||2555.41 ||2517.07 |
|APPROPRIATION ||-- ||-- |
|Amount Carried to Balance sheet ||2555.41 ||2517.07 |
|Paid Up Equity Share Capital ||696.89 ||696.89 |
|Earnings Per share (Rs.10/- each) || || |
|Basic & Diluted (in Rs.) ||0.64 ||2.52 |
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from 1 April 2017. The financial statements ofthe Company for the financial year 2018-19 have been prepared in accordance with Ind ASprescribed under Section 133 of the Companies Act 2013 read with the Companies (IndianAccounting Standards) Rules 2015 and the other recognized accounting practices andpolicies 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 31 March 2019.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the company.
During the year under review Revenue from operations and Other Income of the Companystood at Rs. 11340.23 Lacs showing decreasing trend over the previous year Revenue fromoperations and Other Income Rs. 12485.96 Lacs. Profit before tax has decreased and stoodat Rs. 118.50 Lacs as compared to previous year figures Rs. 215.52 Lacs and Net Profitalso decreased and stood at Rs. 44.90 Lacs as compared to previous year net profit Rs.175.59 Lacs. Your Directors are hopeful for better performance in the coming years.
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 31 March 2019 stood at Rs. 69688500/-. The Companyhas not issued shares with differential voting rights nor has granted any stock option orsweat equity shares. As on 31 March 2019 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education andProtection Fund.
All properties and insurable interests of the Company including Building and Plant& Machinery have been adequately insured.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the cooperation extended by all the employees inmaintaining cordial relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
A separate report on Corporate Governance in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms integral part of this report. Certificateregarding compliance of conditions of Corporate Governance Report issued by PracticingCompany Secretary is attached separately to this report.
Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached separately to this 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 31 March2019; 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/ 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
Ms. Deepika Arora (DIN: 07117491) Director of the Company retires by rotation inaccordance with the provisions of the Articles of Association of the Company and beingeligible offer herself for re-appointment.
During the year in the Annual General Meeting held on 24 September 2018 Mr. NimishekVed (DIN: 07362817) has been appointed as Independent Director of the Company for a termof five years w.e.f. 30.06.2018 Mr. Vijay Rathi (DIN: 01474776) and Mr. Udesh Dassani(DIN: 00511709) have been reappointed as independent directors of the Company for secondterm of five years commencing from 01 April 2019.
The Board re-appointed Mr. Yogender Mohan Sharma as Whole-time Director for a period of3 years w.e.f. 15.07.2019 subject to approval of member in general meeting. The Boardproposes to re-appoint him in this annual general meeting.
Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of the Annual General Meeting.
Declaration by directors:
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.
Declaration by Independent Directors:
All Independent Directors have given declarations under section 149(7) that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
LISTING OF SHARES
The equity shares of the Company are listed on the BSE Limited (BSE). The listing feefor the year 2019-20 has already been paid to the Stock Exchange.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
As on 31.03.2019 the Company does not have any subsidiary company or joint venture orassociate company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 09 times during the financial year. The details of which are given in theCorporate Governance Report that forms part of this annual report. The intervening gapbetween any 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.
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 the link:http://www.sarthakindustries.com/images/Familiarisation%20Programme-SIL.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
Your Company has not given any loans or guarantees or made investment beyond the limitsmentioned under the provisions of Section 186 of the Companies Act 2013.
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 on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.sarthakindustries.com/images/Related_Party_Policy.pdf
A statement showing the disclosure of transaction with related parties as requiredunder Ind AS 24 is set out separately in this Annual report.
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 information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are given in the "AnnexureA" forming part of this report.
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 "AnnexureB" forming part of this report.
During the year under review none of the employee of the company is drawing more thanRs.10200000/- per annum or Rs. 850000/- per month for the part of the year. Theinformation required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure formingpart of this Report. In terms of the first provision to Section 136 of the Act the Reportand Accounts are being sent to the Members excluding the aforesaid Annexure. Any Memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
Further none of directors is drawing any remuneration or commission from anysubsidiary or associate companies.
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 andunder Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 adopted by the Board is appended as "Annexure C"forming part of this report.
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.sarthakindustries.com.
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 17(9) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofthe Company has formed a Risk Management Committee to frame implement and monitor theRisk Management Plan for the Company. The details of risk have been covered in theManagement Discussion and Analysis Report 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 & AUDITORS REPORT
M/s SMAK & Co. Chartered Accountants (Firm Registration No. 020120C) [Formerlyknown M/s Atishay & Associates] were appointed as Statutory Auditors of your Companyat the Annual General Meeting held on 26 September 2017 for a term of five consecutiveyears from the conclusion of 33 Annual General Meeting till the conclusion of 38 AnnualGeneral Meeting of the Company subject to ratification by members at every subsequentAnnual General Meeting. In accordance with the Companies Amendment Act 2017 enforced on07 May 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditorsis not required to be ratified at every Annual General Meeting. Therefore Company is notseeking any ratification of appointment of M/s SMAK & Co. Chartered Accountants asthe auditors of the Company by the members at ensuing general meeting.
Your Company has received a certificate from M/s SMAK & Co. Chartered Accountantsconfirming their eligibility to continue as Auditors of the Company in terms of theprovisions of Section 141 of the Companies Act 2013 and the Rules framed thereunder. Theyhave also confirmed that they hold a valid certificate as required under the provisions ofRegulation 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.
The Board has appointed M/s A. Goyal & Co. Cost Accountants (Firm RegistrationNo. 101308) as Cost Auditors of the Company for conducting the audit of cost recordsmaintained by the Company for the financial year 2019-20. The Cost Audit Report for theyear 2017-18 was filed with the Central Government within the stipulated timeline.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Ajit Jain & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2018-19. The Secretarial Audit Report for the financial year 2018-19 is annexed herewithas "Annexure D" forming part of this report.
There are no adverse comments qualifications or reservations or adverse remarks in theSecretarial Audit Report.
The Board has appointed M/s Mayank Chandak & Associates' (Firm RegistrationNumber: 016689C) as Internal Auditor of the company and takes his suggestions andrecommendations to improve and strengthen the internal control systems. The AuditCommittee reviews adequacy and effectiveness of the Company's internal control environmentand 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.sarthakindustries.com/Code%20of%20Practices%20and%20Procedures%20for%20fair%20disclosure-SIL.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 2019.
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.
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review the Company has not failed to implement any CorporateActions within the specified time limit.
Credit rating obtained along with revisions thereto for bank facilities of the Companyduring FY 2018-19 as under:
|S. No. ||Rating Agency ||Facilities ||Credit Rating |
|1. ||CARE Ratings Ltd. ||Long term Bank Facilities ||CARE BB+ (Double B Plus); Stable |
|2. ||CARE Ratings Ltd. ||Short term Bank Facilities ||CARE A4+ (A Four Plus) |
There has been no revision in credit ratings during the financial year 2018-19.
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 E" formingpart 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.An Internal Complaints Committee (ICC) has also been set up to redress complaints receivedon sexual harassment. There was no complaint received from any employee during thefinancial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 forredressal.
The Directors wish to convey their appreciation to all the employees of the Company fortheir enormous personal efforts as well as their collective contribution during the year.The Directors would also like to thank the shareholders customers suppliers bankersfinancial institutions and all other business associates for their continuous supportgiven by them to the Company and their confidence in the management.
|For and on behalf of the Board of Directors || |
|YOGENDER MOHAN SHARMA ||DEEPIKA ARORA |
|Whole-time Director ||Director |
|DIN: 03644480 ||DIN: 07117491 |
|Place: Indore || |
|Dated: 14 August 2019 || |