Sashwat Technocrats Ltd.
|BSE: 506313||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE789D01014|
|BSE 00:00 | 30 Nov||76.15||
|NSE 05:30 | 01 Jan||Sashwat Technocrats Ltd|
Sashwat Technocrats Ltd. (SASHWATTECHNOC) - Director Report
Company director report
Sashwat Technocrats Limited
Your Directors have the pleasure in presenting the 45thAnnualReport of the Company on the business and operations of the Company together with theAudited Financial Statements for the financial year ended March 31 2021.
1. FINANCIAL RESULTS:
The Company's performance during the financial year ended March31 2021 as compared to the previous financial year is summarized below:
(Amt in Rs.)
a) Standalone Financial Operations:
The total income for the year under review was Rs. 1379964/- ascompared to Rs.1000600/- in the previous year. The Company has earned a profit of Rs.554974/- as compared to a profit of Rs. 63174/-in the previous year.
b) Consolidated Financial Operations:
The total income for the year under review was Rs.3384580/- ascompared to Rs. 6606445/- in the previous year. The Group has incurred a loss ofRs.52828172/- as compared to a loss of Rs.130851916/- in the previous year.
Your Directors have not recommended any dividend for the financial year2020-21.
4. AMOUNTS TRANSFERRED TO RESERVES:
Yours directors do not recommend transfer of any amount to thereserves.
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 ofdeposits or payment of interest thereon during the year Not Applicable d. Deposits not incompliance 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 perArticles of Association of the Company Mr. Rohit Doshi Director of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and has offered himselffor re appointment and the Board recommends his re-appointment.
Your Board had appointed Ms. Shatabdi Suresh Jadhav as an Additionaldirector of the Company on 9th March 2020 and the members at the annualgeneral meeting held on 29th September 2020 approved her appointment asDirector. The Company wished to file Form DIR-12 so that this regularization by themembers be updated with the Registrar of Companies but was unable to do so as the Companyhas not yet filed Form INC-22A (Active). Hence he form DIR-12 for regularization can onlybe filed once form INC-22A has been filed.
Form INC-22A will be filed as soon as the composition of the board ofdirectors is as per the provisions of Companies Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations which the company is under process of doing.
7. COMPOSITION OF THE BOARD:
The present composition of the Board of the Company is as follows:
8. MEETINGS OF THE BOARD:
Four (4)Meetings of the Board were held during the financial year. TheBoard Meeting dates and details of Directors attendance thereat are as given below:
Separate meeting of the Independent Directors of the Company was heldon 29/07/2020 which was attended to by both the Independent Directors of the Company.
9. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each IndependentDirector under Section 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 CompaniesAct 2013 the Company constituted Audit Committee. The Audit Committee has beenconstituted to evaluate and oversee financial reporting processes review the financialstatements quarterly half yearly/annual financial results adequacy of internal controlsystems discussions with the Auditors on any significant findings etc.
a. Composition of the Audit Committee:
b. Meetings of the Audit Committee
Four (4) Meetings of the Audit Committee were held during the financialyear. The Audit Committee Meeting dates and details of Members attendance thereat are asgiven below:
2) Nomination & Remuneration Committee:
The Nomination and Remuneration Committee has been constituted toreview and to recommend the remuneration payable to the Executive Directors and SeniorManagement of the Company.
a. Constitution of the Committee:
b. Meetings of the Nomination & Remuneration Committee
Two (2) Meeting of the Committee was held during the financial year.The Nomination and Remuneration Committee Meeting dates and details of Members attendancethereat are as given below:
The Remuneration Policy of the Company envisages as follows:
1. Remuneration to Directors Key Managerial Personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.
2. Formulation of the criteria for determining qualifications positiveattributes and independence of a Director and recommend to the Board a policy relating tothe remuneration of the Directors key managerial personnel and other employees;
3. Formulation of criteria for evaluation of Independent Directors andthe Board;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become Directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal.
3) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee has been constitutedspecifically to look into the redressal of the grievances of the security holders of theCompany.
a. Constitution of the Committee:
b. Meetings of the Stakeholders Relationship Committee
Four (4) Meetings of the Stakeholders Relationship Committee were heldduring the financial year. The Stakeholders Relationship Committee Meeting dates anddetails of Members attendance thereat are as given below:
11. BOARD EVALUATION:
The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors. The Nominationand Remuneration Committee of the Board is entrusted with the responsibility in respect ofthe same. The Committee studies the practices prevalent in the industry and advises theBoard with respect to evaluation of Board members. On the basis of the recommendations ofthe Committee 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 underreview and there are no permanent employees in the Company. As such Company is notrequired to provide the disclosure under provisions of Section 197 and the relevant rulesthereto.
13. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 in accordance with theprovisions of Section 134 (3) (a) of the Companies Act 2013 is attached herewith as"Annexure A".
14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:
During the year under review there has been no significant andmaterial order passed by the regulators or courts or tribunals impacting the going concernstatus and company's operations in future.
15. CHANGE IN THE NATURE OF BUSINESS:
During the year there is no change in the nature of the business ofthe Company.
16. REPORTING OF FRAUDS
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed thereunder.
17. VIGIL MECHANISM:
Company has established a Vigil Mechanism for enabling the Directorsand Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequatesafeguards against victimization of persons who use the Vigil Mechanism; and (b) directaccess to the Chairperson of the Audit Committee of the Board of Directors of the Companyin appropriate or exceptional cases. The Audit Committee of the Board has been entrustedwith the responsibility of overseeing the Vigil Mechanism.
18. STATUTORY AUDITOR'S :
M/s. S A R A & Associates Chartered Accountants were appointed asStatutory Auditors of the Company for a term of 5 (five) consecutive years at the AnnualGeneral Meeting held on 30th September 2019. They have confirmed that they arenot disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors'Report does not contain any qualification reservation adverse remark or disclaimer.
19. SECRETARIAL AUDITOR:
In terms of Section 204 of the Companies Act 2013 and the Rules madethere under Mr. Amit Mundra Practicing Company Secretary has been appointed asSecretarial Auditor of the Company for Financial Year 2020-21. The Secretarial AuditReport issued by her has been attached herewith as "Annexure B".
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of loans guarantees given and investments made during theyear are provided in the financial statements forming part of this Annual Report.
21. RELATED PARTY TRANSACTION:
The Company does not have any material related party transactions whichmay have potential conflict with the interest of the Company at large. Transactions withrelated parties are disclosed in note no. 17 of the Balance Sheet of the Company formingpart of the Annual Report.
22. DETAILS OF SUBSIDIARY JOINT VENTURE& ASSOCIATE COMPANY:
The Company has following two Wholly Owned Subsidiaries as on 31stMarch2021: 1. Anjali Commodities Private Limited 2. Sahas Mercantile Private Limited
Statement containing salient features of the financial statement ofSubsidiary Companies in Form AOC 1 forms part of the financial statements attached to thisreport as "Annexure D".
During the current Financial Year - The company has sold andtransferred its entire stake in two wholly owned subsidiary named Anjali CommoditiesPrivate Limited and Sahas Mercantile Private Limited to Mrs. Achuki Devi Agarwal and M/SSuresh Agarwal & Sons HUF and the same has been approved by the members via postalballot including e-voting results of which were declared on 19th June 2021.
23. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.
24. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within purview of Section 135(1) of theCompanies Act 2013 and hence it is not required to formulate policy on corporate socialresponsibility.
25. CORPORATE GOVERNANCE REPORT:
The Company has been exempted from reporting on corporate governance asper Regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations2015. Therefore Corporate Governance Report is not attached.
26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
As per Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Annual Report being attached as "Annexure D".
27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
There is no case filed during the Financial Year under the said Acthence the company has no details to offer.
28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information required under section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 Companies (Accounts) Rules 2014 is not applicable in case ofthe 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 andis committed to managing the risks in a proactive and efficient manner. Your Companyperiodically assesses risks in the internal and external environment and takes allmeasures necessary to effectively deal with incidences of risk.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
In compliance to the requirements of Section 134 (3) (c) of theCompanies Act 2013 your Directors confirm that:
a. The Company has followed the applicable accounting standards in thepreparation of the Annual Accounts and there has been no material departure.
b. That the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 themaintenance of adequate accounting records in accordance with the provisions of this actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d. That the Directors had prepared the annual accounts on a goingconcern basis.
e. That the Directors had laid down internal financial control whichare adequate and were operating effectively;
f. That the Directors had devised proper systems to ensure compliancewith provisions of all applicable laws and that such systems were adequate and operatingeffectively.
31. IMPACT OF COVID - 19
The Company has assessed the impact of Lockdown due to COVID-19 &consequent economic slowdown on business operations revenue cash flows and otherfinancial parameters as on 31st March 2021. The Company has concluded that theimpact of COVID-19 is not material. Due to the nature of the pandemic the Company willcontinue to monitor developments to identify significant uncertainties relating to revenuein future periods.
The Board of Directors expresses their deep gratitude for the cooperation and support extended to your Company by all associated.