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Sashwat Technocrats Ltd.

BSE: 506313 Sector: Infrastructure
NSE: N.A. ISIN Code: INE789D01014
BSE 00:00 | 19 Feb Sashwat Technocrats Ltd
NSE 05:30 | 01 Jan Sashwat Technocrats Ltd
OPEN 81.90
PREVIOUS CLOSE 81.90
VOLUME 100
52-Week high 81.90
52-Week low 36.10
P/E 282.41
Mkt Cap.(Rs cr) 3
Buy Price 67.35
Buy Qty 50.00
Sell Price 85.90
Sell Qty 50.00
OPEN 81.90
CLOSE 81.90
VOLUME 100
52-Week high 81.90
52-Week low 36.10
P/E 282.41
Mkt Cap.(Rs cr) 3
Buy Price 67.35
Buy Qty 50.00
Sell Price 85.90
Sell Qty 50.00

Sashwat Technocrats Ltd. (SASHWATTECHNOC) - Director Report

Company director report

The Members

Sashwat Technocrats Limited

Your Directors have the pleasure in presenting the 43rdAnnual Report of theCompany on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended March 31 2019.

1. FINANCIAL RESULTS:

The Company's performance during the financial year ended March 31 2019 as compared tothe previous financial year is summarized below:

(Amt in Rs.)

Particulars STANDALONE CONSOLIDATED
2018-2019 2017-2018 2018-2019 2017-2018
Sales & other Income - 500186 6079372 12268371
Less: Expenditure (447261) (502866) (5535581) (8409695)
Profit/(Loss) before tax (447261) (2680) 543791 3858676
Less: Tax Expenses - - (533250) (892893)
Other Comprehensive Income (134803) (19824) (134803) (19824)
Profit/(Loss) after tax (582064) (19824) (124262) 2945959

2. OPERATIONS:

a) Standalone Financial Operations:

The total income for the year under review was Nil as compared to Rs.500186/- in theprevious year. The Company has incurred a loss of Rs. 582064/- as compared to a loss ofRs. 22504/- in the previous year.

b) Consolidated Financial Operations:

The total income for the year under review was Rs.6079372/- as compared to Rs.12268371/- in the previous year. The Company has incurred aloss of Rs. 124262/- ascompared to a Profit of Rs. 2949959/- in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2018-19.

4. AMOUNTS TRANSFERRED TO RESERVES:

Yours directors do not recommend transfer of any amount to the reserves.

5. DEPOSITS:

Details relating to Deposits:

a. Accepted during the year – NIL

b. Remained unpaid or unclaimed as at the end of the year – NIL

c. Default in repayment of deposits or payment of interest thereon during the year– Not

Applicable d. Deposits not in compliance with the provisions of the Companies Act 2013– NIL

6. DIRECTORS AND KEY MANAGERIAL PERSON:

In accordance with the provisions of Companies Act 2013 and as per Articles ofAssociation of the Company Mr. Rohit Doshi (DIN. 03065137) Director of the Company isliable to retires by rotation at the forthcoming Annual General Meeting and has offeredhimself for re – appointment and the Board recommends her re-appointment.

Mr. Keshav Kant Sharma has been appointed as Company Secretary and Compliance Officerw.e.f. 06.05.2019 pursuant to provisions of Section 203 of the Companies Act 2013.

7. COMPOSITION OF THE BOARD:

The present composition of the Board of the Company is as follows:

Sr. No. Name of Director Designation Category
1 Mr. Manish Jakhalia Chairman/Director Non-Executive / Independent Director
2 Mr. Rohit Doshi Director Promoter& Non-Executive Director
3 Mr. Rajkumar Khatod Director Non-Executive / Independent Director

8. MEETINGS OF THE BOARD:

Five (5) Meetings of the Board were held during the financial year. The Board Meetingdates and details of Directors attendance thereat are as given below:

Sr. No. Date of Board Meeting Total No. of Directors as on the date of the Board Meeting No. of Directors present at the Meeting
1 30.05.2018 3 3
2 13.08.2018 3 3
3 14.11.2018 3 3
4 12.02.2019 3 3
5 30.03.2019 3 3

Separate meeting of the Independent Directors of the Company was held on 30.05.2018which was attended to by both the Independent Directors of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent DirectorunderSection 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

10. COMMITTEES OF THE BOARD:

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1) Audit Committee:

In terms of section 177(2) read with section 134(3) of the Companies Act 2013 theCompany constituted Audit Committee. The Audit Committee has been constituted to evaluateand oversee financial reporting processes review the financial statements quarterlyhalf yearly/annual financial results adequacy of internal control systems discussionswith the Auditors on any significant findings etc.

a. Composition of the Audit Committee:

Name of Member Designation Executive Non – Executive / Independent
Mr. Manish Jakhalia Chairman Non – Executive / Independent Independent Director
Mr. RohitDoshi Member Non-executive Director
Mr. RajkumarKhatod Member Non – Executive / Independent Independent Director

b. Meetings of the Audit Committee

Four (4) Meetings of the Audit Committee were held during the financial year. The AuditCommittee Meeting dates and details of Members attendance thereat are as given below:

Sr. No. Date of Audit Committee Meeting Total No. of Members as on the date of the Audit Committee Meeting No. of Members present at the Meeting
1 30.05.2018 3 3
2 13.08.2018 3 3
3 14.11.2018 3 3
4 12.02.2019 3 3

2) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee has been constituted to review and torecommend the remuneration payable to the Executive Directors and Senior Management of theCompany.

a. Constitution of the Committee:

Name of Member Designation Executive Non – Executive / Independent
Mr. Manish Jakhalia Chairman Non – Executive /Independent Director
Mr. Rohit Doshi Member Non-executive Director
Mr. Rajkumar Khatod Member Non – Executive /Independent Director

b. Meetings of the Nomination & Remuneration Committee

One (1) Meeting of the Committee was held during the financial year. The Nomination andRemuneration Committee Meeting dates and details of Members attendance thereat are asgiven below:

Sr. No. Date of Nomination and Remuneration Committee Meeting Total No. of Members as on the date of the Meeting No. of Members present at the Meeting
1 14.11.2018 3 3

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

2. Formulation of the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

3) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee has been constituted specifically to look intothe redressal of the grievances of the security holders of the Company.

a. Constitution of the Committee:

Name of Member Designation Executive Non – Executive / Independent
Mr. Manish Jakhalia Chairman Non – Executive /Independent Director
Mr. Rohit Doshi Member Non-executive Director
Mr. Rajkumar Khatod Member Non – Executive /Independent Director

b. Meetings of the Stakeholders Relationship Committee

Three(3) Meetings of the Stakeholders Relationship Committee were held during thefinancial year. The Stakeholders Relationship Committee Meeting dates and details ofMembers attendance thereat are as given below:

Sr. No. Date of Stakeholders Relationship Committee Meeting Total No. of Members as on the date of the Meeting No. of Members present at the Meeting
1 30.05.2018 3 3
2 13.08.2018 3 3
3 14.11.2018 3 3
4 12.02.2019 3 3

11. BOARD EVALUATION:

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

12. DETAILS OF REMUNERATION TO DIRECTORS:

No remuneration has been paid to any Directors during the year under review and thereare no permanent employees in the Company. As such Company is not required to provide thedisclosure under provisions of Section 197 and the relevant rules thereto.

13. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 in accordance with the provisions ofSection 134 (3) (a) of the Companies Act 2013 is attached herewith as "Annexure A".

14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there has been no significant and material order passedby the regulators or courts or tribunals impacting the going concern status and company'soperations in future.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year there is no change in the nature of the business of the Company.

16. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

17. VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees toreport genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards againstvictimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The Audit Committee of the Board has been entrusted with theresponsibility of overseeing the Vigil Mechanism.

18. STATUTORY AUDITOR'S :

M/s. S A R A & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company for a term of 5 (five) consecutive years at the Annual GeneralMeeting held on 30th September 2014 to hold office up to ensuing AnnualGeneral Meeting after which their term shall expire and they will be eligible for anotherterm of 5 (five) years. The resolution for reappointment of M/s. S A R A& AssociatesChartered Accountants for another term shall be placed before the Members for theirapproval. They have confirmed that they are not disqualified from continuing as Auditorsof the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

19. SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act 2013 and the Rules made there under Ms.Deepali More Practicing Company Secretary has been appointed as Secretarial Auditor ofthe Company for Financial Year 2018-19. The Secretarial Audit Report issued by her hasbeen attached herewith as "Annexure B".

Sr. No. Qualification by the Secretarial Auditor Managements reply/ clarification
1 The composition of the Board and its Committees is not as required under the provisions of the Companies Act 2013 as also the Listing Agreement and/or the SEBI (LODR) Regulations 2015. The Company is in process of appointment of such number of Directors so as to make the composition of Board and committees in accordance with the applicable rules and regulations.
2 Company has not appointed Internal Auditors The Company is in process of appointment of Internal Auditors
3 The Company does not have an operational Website The Website is under development
4 The Company has not appointed any Key Managerial Personnel in the Company and is in non compliance with the provisions in respect thereto; The Company in its Board Meeting dated 06.05.2019 had appointed Mr. Keshav Kant Sharma as Company Secretary and Compliance Officer. The Company is in process of appointment of other Key Managerial Persons.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Particulars of loans guarantees given and investments made during the year areprovided in the financial statements forming part of this Annual Report.

21. RELATED PARTY TRANSACTION:

Company has not entered into any related party transactions covered under sub –section (1) of Section 188 during the year. Hence disclosure in respect of the same isnot required.

22. DETAILS OF SUBSIDIARY JOINT VENTURE& ASSOCIATE COMPANY:

The Company has following two Wholly Owned Subsidiaries:

1. Anjali Commodities Private Limited

2. Sahas Mercantile Private Limited

Statement containing salient features of the financial statement of SubsidiaryCompanies in Form AOC – 1 forms part of the financial statements attached to thisreport as "Annexure D".

23. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

25. CORPORATE GOVERNANCE REPORT:

The Company has been exempted from reporting on corporate governance as per Regulation15 of SEBI (Listing Obligation and Disclosure requirements) Regulations 2015. ThereforeCorporate Governance Report is not attached.

26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report forms part of this AnnualReport being attached as "Annexure D".

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

There is no case filed during the Financial Year under the said Act hence the companyhas no details to offer.

28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 Companies (Accounts) Rules 2014 is not applicable in case of the Company.There are no foreign exchange earnings and outgoes in the Company.

29. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and takes all measures necessary toeffectively deal with incidences of risk.

30. DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 134 (3) (c) of the Companies Act 2013your Directors confirm that:

a. The Company has followed the applicable accounting standards in the preparation ofthe Annual Accounts and there has been no material departure.

b. That the Directors had 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 thefinancial year and of the profit or loss of the Company for that period.

c. That the Directors had 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.

d. That the Directors had prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial control which are adequate andwere operating effectively;

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

31. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co – operation andsupport extended to your Company by all associated.

By order of the Board of Directors
Sashwat Technocrats Limited
Sd/- Sd/-
Manish Krishna Murari Jakhalia RajkumarKhatod
Place: Mumbai Director Director
Date: 25.05.2019 DIN: 01847156 DIN: 06409600

Annexure- C

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013read with Rule 5 of Companies (Accounts) Rules 2014)

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OFSUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

Part "A": Subsidiaries

(Amounts in Rs.)
SR. PARTICULARS DETAILS
1 Name of the subsidiary Anjali Commodities Private Limited Sahas Mercantile Private Limited
2 The date since when Subsidiary was acquired 15.06.2015 01.09.2015
3 Reporting period for the subsidiary concerned if different from the holding Company's reporting period Not Applicable Not Applicable
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable Not Applicable
5 Share capital Rs. 2476000/- (247600 Equity Shares of Rs. 10/- each fully paid up) Rs. 4087600/- (408760 Equity Shares of Rs. 10/- each fully paid up)
6 Reserves & Surplus 94359661 86944265
7 Total assets 111513461 108826165
8 Total Liabilities 111513461 108826165
9 Investments - -
10 Turnover / Income 2312906 3766466
11 Profit before taxation (297358) 1288410
12 Provision for taxation (168088) (365162)
13 Profit after taxation (465446) 923248
14 Proposed Dividend - -
15 Extent of Shareholding (in %) 100% 100%

1. Names of subsidiaries which are yet to commence operations - NIL

2. Names of subsidiaries which have been liquidated or sold during the year- NIL

Part "B": Associates & Joint Ventures

The Company does not have any Associates or Joint Ventures