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The Members of
SAND PLAST (INDIA) LTD.
Your Directors have pleasure in presenting the 29th Annual Report of your Company together with the
Audited Statement of Accounts and the Auditors Report of your company for the financial year ended
31st March, 2018.
The Companys financial performance, for the year ended March 31st 2018 is summarized below:
|Revenue from Operations||00.00||00.00|
|Cost of Material consumed||00.00||00.00|
|Purchase of Stock in Trade||00.00||00.00|
|Changes in inventories of finished goods||00.00||00.00|
|work in progress and stock in trade|
|Employee benefits expense||71500||464500|
|Depreciation and amortization expense||00.00||00.00|
|Profit before tax||(2234864)||(482863)|
|Profit for the year||(2234864)||(482863)|
|Basic earnings Per Share (in Rs.)||(0.076)||(0.016)|
|Diluted earnings Per Share (in Rs.)||(0.076)||(0.016)|
REVIEW OF BUSINESS OPERATIONS
The Board informs you that the performance of your company was not satisfactory during the financial year. your director have taken appropriate remedial action to mitigate the above circumstances and are hopeful of better performance and result during the year.
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
Your Directors are optimistic about companys business and hopeful of better performance with generate revenue in the coming year. There was no change in the nature of business of Company.
No Dividend was declared for the current financial year because company has not earned any profit during the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Declared Dividend in the last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
AMOUNT TRANSFERRED TO RESERVE
Your Company has not transferred any amount to reserves during the financial year 2017-2018.
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.
The Authorized Share Capital of the Company is Rs. 35,00,00,000/-(Rupees Thirty Five Crores only) divided into 35,00,000 (Thirty Five lakh) equity shares of Rs. 10 each.
The Issued, Subscribed and Paid Up Capital of the Company as on March 31st, 2018 was Rs. 29,50,00,000/-
? Issue of equity shares with differential voting rights
Your Company has not issued equity shares with differential voting rights for the financial year 2017-18 as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.
? Issue of sweat equity shares
Your Company has not issued sweat equity shares for the financial year 2017-18 as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.
? Issue of employee stock
Your Company has not issued employee stock option for the financial year 2017-18 as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.
? Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A. The Company as no other type of securities except equity shares forming part of paid up capital.
MATERIAL CHANGES DURING THE YEAR
During the year under review, there are no material changes.
Your Companys equity shares are available for dematerialization through National Securities
Depository Limited and Central Depository Services India Limited.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSON
? Ms. Namrata Gupta having PAN: BEBPS8164P who is an Associate Member of Institute of Company Secretaries of India appointed as a Company Secretary w.e.f. 04.06.2018.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the company have vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.
POLICY RELATED TO APPOINTMENT OF KEY MANAGERIAL PERSONNEL AND OTHER RELATED MATTER.
Company has a policy for the appointment of key managerial personnel which is managed by the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013.
The Committee has specified criteria for determining qualifications, positive attributes and other matter for the specific post on which appointments are made and shall be made in future on the board of the Company.
We affirm that the remuneration paid to the key managerial personnel is as per the terms laid out in the nomination and remuneration policy of the Company.
DECLARATION BY THE INDEPENDENT DIRECTORS
During the year under review, the Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Company had the following committees:
a) Audit Committee b) Stakeholders Relationships Committee c) Nomination and Remuneration Committee
The details of all the Committees of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The company does not have any subsidiary/ joint venture/ associate company, therefore no information is required to be given.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: I)
NUMBER OF MEETINGS HELD
The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.
The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. As per Schedule IV of the Companies Act, 2013, the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
AUDITORS AND AUDIT REPORT
i. STATUTORY AUDITORS
The Board of Directors of the company recommends to the members, the appointment of M/s Ashish Khandelwal & Company, Chartered Accountants (FRN:. 008825C), Chartered Accountant as Statutory Auditor to hold office for a period of five consecutive years and they shall who shall hold office from the conclusion of ensuing 28th Annual General Meeting till the conclusion of financial year 31st March 2023. In this regard, the Company has received a certificate from the auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013
ii. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed, M/s. MKGP & Associates, Company Secretaries, Jaipur (CP No 4459) as a Secretarial Auditors of the Company for a period of one year ended March 31st, 2019. The report of the Secretarial Auditors is enclosed as Annexure II to this report.
With regards to the observations made by Secretarial Auditor, followings clarifications are made by the Board of Directors:
1. The company has duly filed made its compliances with regard to the Quarterly and Half yearly compliances by mailing the documents to the BSE (Bombay stock Exchange). Further working relating to the updating of various documents on the BSE portal has been started by the BSE and the company.
2. During the year 2017-18, company has been unable to appoint any official including Company secretary and Chief financial Officer as the Company is BIFR Company Further, under Condo nation of Delay Scheme, the company has duly complete its pending compliance and all the annual returns and forms which are pending appoint Company Secretary for the company.
3. Website of the company is updated now.
The Board has appointed M/s Gupta Jangid & Company as Internal Auditors for a period of one year ended March 31st, 2019 under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per the scope defined by the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and forms part of this Annual Report for the year ended 31st March, 2018.
The Company does not have any Risk Management Policy as the elements of risk threatening in the
Companys existence are very minimal. Even then every step has taken to adhere to the risk evaluation and reduction before every crucial business decisions.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to
Directors Responsibility Statement it is confirmed that-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 the financial year and of the loss of the company for that period; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis. (e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively. (f) That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Conservation of Energy
The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation.
(i) The steps taken or impact on conservation of energy; N.A.
(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.
(iii) The capital investment on energy conservation equipments; N.A.
2. Technology Absorption and Research & Development
The Company has not incurred any expenditure on Research & Development. Your Company has not imported technology during the last 4 years reckoned from the beginning of the financial year.
? The efforts made towards technology absorption; N.A.
? The benefits derived like product improvement, cost reduction, product development or import substitution; N.A. ? In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A. ? The details of technology imported; N.A. ? The year of import; N.A. ? Whether the technology been fully absorbed; N.A. ? If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A. ? The expenditure incurred on Research and Development: N.A.
A. Foreign Exchange Earnings and Outgo
|Particulars||As on 31.03.2018||As on 31.03.2017|
|a) Earnings in foreign exchange||Nil||Nil|
|b) Expenditure / outgo in foreign exchange||Nil||Nil|
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of section 135 of the companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company.
The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 (in Annexure III)
Electronic copies of the Annual Report 2017-18 and the notice of 23rd AGM are sent to all members whose e-mail address is registered with the company/depository participants. For members who have not registered their email address, physical copies are sent in the permitted mode.
PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS
The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.
As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Companies Act, 2013.
Your Directors wish to express their appreciation to the continued and kind co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company. We look forward for the continued support of every stakeholder in the future.
|By Order of the Board of Directors|
|For SAND PLAST (INDIA) LIMITED|
|Rajesh Gupta]||Ram Swaroop Garg|
|DIN: 01663485||DIN: 02316019|