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Sashwat Technocrats Ltd.

BSE: 506313 Sector: Infrastructure
NSE: N.A. ISIN Code: INE789D01014
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NSE 05:30 | 01 Jan Sashwat Technocrats Ltd
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VOLUME 50
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Buy Price 34.45
Buy Qty 1000.00
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OPEN 34.45
CLOSE 34.45
VOLUME 50
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 1
Buy Price 34.45
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

Sashwat Technocrats Ltd. (SASHWATTECHNOC) - Director Report

Company director report

Dear Members

Your Directors are pleased to present Annual Report and the Company's Audited FinancialStatements for the financial year ended March 31 2018.

1. FINANCIAL RESULTS:

(Amount in Rs.)

Particulars STANDALONE CONSOLIDATED
2017-2018 2016– 2017 2017-2018 2016– 2017
Sales & other Income 500186 0 12268371 24531760
Expenditure 502866 403182 8409695 21642815
Profit/(Loss) before tax (2680) (403182) 3858676 2888945
Tax 0 0 (892893) (627496)
Profit/(Loss) after tax (2680) (403182) 2965783 2261449

2. OPERATIONS:

Standalone Financial Operations:

The total income for the year under review was Rs. 500186/- as compared to Nil in theprevious year. The Company hasincurred a loss of Rs. 2680/-as compared to a lossof Rs.403182/-in the previous year.

Consolidated Financial Operations:

The total income for the year under review was Rs. 12268371/- as compared to Rs.24531760/- in the previous year. The Company has earned a profit of Rs. 2965783/- ascompared to a Profit of Rs. 2261449/-in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2017-18.

4. DEPOSITS:

Details relating to Deposits: a. Accepted during the year: NIL b. Remained unpaid orunclaimed as at the end of the year – NIL c. Default in repayment of deposits orpayment of interest thereon during the year – Not Applicable d. Deposits not incompliance with the provisions of the Companies Act 2013 –NIL

5. DIRECTORS:

Mr. Manish Jakhalia (DIN No. 01847156) retires by rotation at the forthcoming AnnualGeneral Meeting and has offered himself for re – appointment.

COMPOSITION OF THE BOARD:

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

Name of Director Designation Chairman/ Category Promoter
1 Mr. Rohit Doshi Non-executive Director
2 Mr. Manish Jakhalia Non-executive Director Independent Director
3 Mr. Rajkumar Khatod Non-executive Director Independent Director

MEETINGS OF THE BOARD:

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

Date of Board Meeting Total No. of Directors as on the date of the Board Meeting No. of Directors present at the Meeting
1 30.05.2017 3 3
2 12.07.2017 3 3
3 14.08.2017 3 3
4 10.10.2017 3 3
5 14.11.2017 3 3
6 13.12.2017 3 3
7 14.02.2018 3 3

Separate meeting of the Independent Directors of the Company was held on 30.05.2017which was attended to by both the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the CompaniesAct 2013.

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:

Audit Committee has been constituted to evaluate and oversee financial reportingprocesses review the financial statements quarterly half yearly/annual financialresults adequacy of internal control systems discussions with the Auditors on anysignificant findings etc. a. Composition of the Audit Committee:

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

b. Meetings of the Audit Committee

Four 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:

Date of Audit Committee Meeting Total No. of Directors as on the date of the Board Meeting No. of Members present at the Meeting
1 30.05.2017 3 3
2 14.08.2017 3 3
3 14.11.2017 3 3
4 14.02.2018 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.

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

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.

Date of Nomination and Remuneration Committee Meeting Total No. of Members as on the date of the Nomination and Remuneration Committee Meeting No. of Members present at the Meeting
1 14.11.2017 3 3

(ii) 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 and terms of reference of the Committee:

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

b. Meetings of the Stakeholders RelationshipCommittee

Four Meetings of the Stakeholders Relationship Committee were held during the financialyear. The Stakeholders Relationship Meeting dates and details of Members attendancethereat are as given below:

Date of Stakeholders Relationship Committee Meeting Total No. of Members as on the date of the Stakeholders Relationship Committee Meeting No. of Members present at the Meeting
1 30.05.2017 3 3
2 14.08.2017 3 3
3 14.11.2017 3 3
4 14.02.2018 3 3

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.

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.

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.

6. STATUTORY AUDITOR'S :

M/s. S A R A & Associates Chartered Accountants appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held on30th September 2014. They have confirmed that they are not disqualified from continuingas 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' Reportdoes not contain any qualification reservation adverse remark or disclaimer.

7. 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 2017-18. The Secretarial Audit Report issued by her hasbeen attached herewith as Annexure A.

Auditors Remark Managements reply/ clarification
1 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 is in process of appointment of Key Managerial Personnel in the Company
2 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 As replied in point 1 above
3 Company has not appointed Internal Auditors The Company is in process of appointment of Internal Auditors
4 The Company does not have an operational Website The Website is under development

8. 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 B.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. DIRECTOR'S 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 accountingstandards in the preparation of the Annual Accounts and there has been no materialdeparture. 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 theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities. d. That theDirectors had prepared the annual accounts on a going concern basis. e. That the Directorshad laid down internal financial control which are adequate and were operatingeffectively; f. That the Directors had devised proper systems to ensure compliance withprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has following two Wholly Owned Subsidiaries: 1. Anjali Commodities PrivateLimited 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.

16. 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/-
Place: Mumbai Manish Jakhalia
Date: 30.05.2018 (Director)
(DIN No.: 01847156)