| Dear Members,
The Directors have pleasure in presenting 31st Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2015.
FINANCIAL RESULTS
The performance of the Company for the financial year ended on 31st
March, 2015 is summarized below:
(Rs. In Lacs)
Particulars 2014-15 2013-14
(01.04.2014- (01.04.2013-
31.03.2015) 31.03.2014)
Sales and other Income 9,996.29 11,733.68
Gross Profit/ (Loss) 102.53 (1,081.39)
Depreciation 60.96 51.00
Profit/ (Loss) before tax 41.57 (1,132.39)
Provision for Taxation for the year 14.43 137.65
Profit/ (Loss) after Taxation 27.14 (1,270.04)
Balance brought forward from previous (411.68) 858.36
year
Adjustment of Depreciation as per (25.01) -
schedule II
of the Companies Act, 2013
Amount available for appropriation (409.55) (411.68)
APPROPRIATION
Amount Carried to Balance sheet (409.55) (411.68)
DIVIDEND
Your Directors have decided to plough back the profits to the
operational fund requirement of the Company. Hence, no dividend has
been recommended for the year under review.
AMOUNT TRANSFERRED TO RESERVE
During the year, the Company has not transferred any amount in General
Reserve.
OPERATIONS
During the year under review, Sales and Other Income of the Company
stood at Rs. 9,996.29 Lacs showing decreasing trend over the previous
year but Profit before tax has increased and stood at Rs. 102.53 Lacs
as compared to previous year Loss Rs. 1081.39 Lacs and Net Profit also
increased and stood at Rs. 27.14 Lacs as compared to previous year net
loss Rs. 1270.04 Lacs. Your Directors are hopeful for better
performance in the coming years.
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
SHARE CAPITAL
During the year under review, the Company has not raised any paid up
share capital. The Paid up Equity Share Capital as at 31st March 2015
stood at Rs. 6,96,88,500/-. The Company has not issued shares with
differential voting rights nor has granted any stock option or sweat
equity shares. As on 31st March 2015, none of the Directors of the
Company hold instruments convertible into equity shares of the Company.
INSURANCE
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 on record their sincere appreciation to the
co-operation extended by all the employees in maintaining cordial
relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report, Corporate
Governance Report and Auditors' Certificate regarding compliance of
conditions of Corporate Governance are made a part of the Annual
Report.
DIRECTORS' RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief, your Directors make the
following statements in 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 31st March, 2015; the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of financial year and of the
profit and loss of the Company for that period;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the 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 adequate and are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sartajsing Chhabra, Director of the Company retires by rotation in
accordance with the provisions of the Articles of Association of the
Company and being eligible offer himself for re- appointment.
Mr. Virendra Kumar Gupta has been ceased from the Directorship of the
Company due to sad demise on 22.05.2014. The Board appreciates the
services rendered by him during his association with your Company.
Mrs. Deepika Arora was appointed as an Additional Director by the Board
of the Company with effect from 16th March, 2015 and holds office upto
the date of this Annual General Meeting. Your Company has received a
notice in writing proposing her candidature for the office of Director
of the Company liable to retire by rotation.
During the year under review, the members approved the appointments of
Mr. Udesh Dassani and Mr. Vijay Rathi, as Independent Directors who are
not liable to retire by rotation and Mr. Yogender Mohan Sharma as a
Whole-time Director of the Company.
The Board designated Mr. Amit Jain, Company Secretary as Key Managerial
Personnel of the Company and appointed Mr. Vijay Agrawal as Chief
Financial Officer (CFO) and Key Managerial Personnel of the Company
w.e.f. 01.07.2014 under Section 203 of the Companies Act, 2013 and
rules made thereunder. Mr. Vijay Agrawal has resigned from the post of
CFO w.e.f. 01.03.2015 due to his pre-occupations and Mr. Kailash Kumar
Agarwal has been appointed by the Board as Chief Financial Officer
(CFO) and Key Managerial Personnel of the Company w.e.f. 11.04.2015.
During the year, declarations received from the Directors of the
Company pursuant to Section 164 of the Companies Act, 2013. Board
appraised the same and found that none of the directors is disqualified
holding office as director.
Details of the proposal for appointment/ re-appointment of Directors
are mentioned in the Notice of the Annual General Meeting.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiary or joint venture or associate
Company during the year.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 times during the financial year. The details of which
are given in the Corporate Governance Report that forms part of this
annual report. The intervening gap between 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 Management and Independent Directors of the Company. All the
Board members including Independent Directors and Senior Management
Personnel have affirmed compliance with the code of conduct.
Declaration on adherence to the code of conduct is forming part of the
Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees. The evaluation of
all the directors and the Board 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 entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Secretarial Department. The Directors
expressed their satisfaction with the evaluation process.
None of Independent Directors are due for re-appointment.
FAMILIARIZATION PROGRAMME
Details of the programmes for familiarization of the Independent
Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates,
business model of the Company, etc. are available on the website 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 to financial statements and during the year, no reportable
material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any loans or guarantees or made investment
beyond the limits mentioned 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 on arm's length basis and were in the ordinary
course of the business. During the year, the Company had not entered
into any contract/ arrangement/ transaction with related parties which
could be considered material in accordance with the policy of the
Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.sarthakindustries.com/images/Related Party Policy.pdf
MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT
AND END OF FINANCIAL YEAR
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate and 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 exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are given in the "Annexure A" 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 Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, are given in the "Annexure B" forming part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013, adopted by the Board, is
appended as "Annexure C" forming part of this report.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report, which forms part of this report.
All the recommendations made by the Audit Committee were accepted by
the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle
Blower Policy in line with the provisions of the Companies Act, 2013
and Clause 49 of the Listing Agreement to report genuine concerns or
grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed
on the Company's website i.e. www.sarthakindustries.com.
RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the Listing Agreement, the Board of the Company has formed a Risk
Management Committee to frame, implement and monitor the Risk
Management Plan for the Company. The details of risk have been covered
in the Management Discussion and Analysis Report forming part of the
Boards report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to
the Company.
AUDITORS & AUDITORS REPORT
The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire
at the forthcoming Annual General Meeting and are eligible for
re-appointment. The Company has received a certificate from the
auditors to the effect that if they are re-appointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013 and they are not disqualified for such appointment.
The notes referred to by the Auditors in their Report are self
explanatory and hence do not require any explanation.
Further, there was no fraud in the Company, which was required to
report by statutory auditors of the Company under sub-section (12) of
Section 143 of Companies Act, 2013.
COST AUDIT
The Board has appointed M/s A. Goyal & Co., Cost Accountants,
(Membership No. 13212) as Cost Auditors of the Company for conducting
the audit of cost records maintained by the Company for the financial
year 2014-15.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company has appointed M/s Ajit Jain &
Co., Practicing Company Secretaries to undertake the Secretarial Audit
of the Company for the financial year 2014-15. The Secretarial Audit
Report for the financial year 2014-15 is annexed herewith as "Annexure
D" forming part of this report.
There are no adverse comments, qualifications or reservations or
adverse remarks in the Secretarial Audit Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or
courts or tribunals 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 the Annual Return in form MGT 9 is annexed herewith as
"Annexure E" forming part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti harassment policy in line with the
requirements of the Sexual 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 2014-15 and hence no complaint is outstanding as on
31.03.2015 for redressal.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the employees of
the Company for their enormous personal efforts as well as their
collective contribution during the year. The Directors would also like
to thank the shareholders, customers, suppliers, bankers, financial
institutions and all other business associates for their continuous
support given by them to the Company and their confidence in the
management.
For and on behalf of the For and on behalf of the
Board of Directors Board of Directors
YOGENDER MOHAN SHARMA SARTAJSING CHHABRA
Whole-time Director Director
DIN: 03644480 DIN:05342507
Place: Indore
Dated: 14th August, 2015
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