Your Directors have pleasure in presenting 33rd Annual Report together withthe Audited Statement of Accounts of the Company 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 ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 |
|Revenue from operations and other Income ||16567.30 ||10025.61 ||16567.30 |
|Profit/ (Loss) before Depreciation & Taxation ||187.31 ||146.96 ||187.31 |
|Depreciation ||54.36 ||40.07 ||54.36 |
|Profit/ (Loss) before tax ||132.95 ||106.89 ||132.95 |
|Tax Expenses ||22.41 ||24.82 ||22.41 |
|Share of Profit/(Loss) in respect of Investment in an associate ||NA ||NA ||(19.43) |
|Profit/ (Loss) after Taxation ||110.54 ||82.07 ||91.11 |
|Balance brought forward from previous year ||(327.48) ||(409.55) ||(327.48) |
|Amount available for appropriation ||(216.94) ||(327.48) ||(236.37) |
|APPROPRIATION ||-- ||-- ||-- |
|Amount Carried to Balance sheet ||(216.94) ||(327.48) ||(236.37) |
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.
During the year under review Sales and Other Income of the Company stood at Rs.16567.30 Lacs showing increasing trend over the previous year Sales and Other Income Rs.10025.61 Lacs. Profit before tax has increased and stood at Rs. 132.95 Lacs as comparedto previous year figures Rs. 106.89 Lacs and Net Profit also increased and stood at Rs.110.54 Lacs as compared to previous year net profit Rs. 82.07 Lacs. Your Directors arehopeful for better performance in the coming years.
On a consolidated basis the total revenue stood at Rs. 16567.30 Lacs and net profitfor the year stood at Rs. 91.11 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. 69688500/-.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 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 co-operation 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 StatutoryAuditors is attached separately to this report. Management Discussion and Analysis Reportas required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is attached separately to thisAnnual 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/ 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. Sartajsing Chhabra (DIN: 05342507) 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 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 directors 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
During the year 2016-17 M/s Paras Industries Private Limited (Sri Lanka) has becomeassociate Company of the Company.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder the Company had prepared consolidated financial statementsof the Company and its associate and a separate statement containing the salient featuresof financial statement of associate in Form AOC-1 is given in the "AnnexureA" that forms part of this Annual Report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its associate are available on our websitewww.sarthakindustries.com. These documents will also be available for inspection till thedate of the AGM during business hours at our registered office of the Company.
The Company does not have any subsidiary company or joint venture.
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.
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.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.
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
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 "AnnexureB" forming part of this report.
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 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 "AnnexureC" 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 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 adoptedby the Board is appended as "Annexure D" 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.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 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 & AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the term of M/s Ashok Khasgiwala & Co.Chartered Accountants (Firm Registration No.: 0743C) Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting of the Company. The Boardof Directors of the Company at their meeting held on 28th August 2017 on therecommendation of the Audit Committee have recommended the appointment of M/s Atishay& Associates Chartered Accountants (Firm Registration No. 020120C) as the StatutoryAuditors of the Company to the Members at the 33rd Annual General Meeting ofthe Company for an initial term of 5 years. Accordingly a resolution proposingappointment of M/s. Atishay & Associates Chartered Accountants as the StatutoryAuditors of the Company for a term of five consecutive years i.e. from the conclusion of33rd Annual General Meeting till the conclusion of 38th AnnualGeneral Meeting of the Company pursuant to Section 139 of the Companies Act 2013 formspart of the Notice calling 33rd Annual General Meeting of the Company. In thisregard the Company has received a certificate to the effect that they satisfy thecriteria provided under Section 141 of the Act and that the appointment if made shall bein accordance with the applicable provisions of the Act and rules framed thereunder. Thenotes referred to by the Auditors in their Report are self explanatory and hence do notrequire any explanation. Further there was no fraud in the Company which was required toreport by statutory auditors of the Company under sub-section (12) of Section 143 ofCompanies 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 2017-18. The Cost Audit Report for theyear 2015-16 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 year2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed herewithas "Annexure E" 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 F"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 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: 28th August 2017 || |