sarthak global ltd share price Directors report

Dear Shareholders

Your Directors have pleasure in presenting the 38^th Annual Report of your Company together with Audited Standalone Financial Statements and the Auditors Report of your Company for the financial year ended March 31,2023.

RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per the provision of Section 133 of the Companies Act, 2013 (the ‘Act) read with Companies (Accounts) Rules, 2014 and amendments thereof. The standalone financial highlights of the Company for the financial year ended 31^st March, 2023 are summarized below:

(Rs. in Lakhs)

Particulars	2022-23	2021-22
Revenue from Operations	291.33	497.76
Other Income	112.65	57.20
Total Income	403.98	554.96
Profit before tax and depreciation	-1.67	-409.15
Depreciation	4.29	4.11
Profit before Tax	2.62	-413.21
Deferred Tax	-5.21	-0.06
Current Tax	2.20	--
Profit after Taxation	5.63	-413.27

During the year under review Revenue from operations and other income of the Company stood at Rs. 403.98 Lacs as compared to previous years figure of Rs. 554.96 Lacs showing decreasing trend. Profit/Loss before tax has stood at Rs. 2.62 Lacs as compared to previous years figure of Rs. -413.21 Lacs. Profit/Loss after tax stood at Rs. 5.63 Lacs as compared to previous years figure of Rs. -413.27 Lacs.

DIVIDEND

The Board of Directors of the Company decided not to recommend any Dividend on the Equity Shares of the Company for the financial year ended 31^st March, 2023.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

AMOUNT TO BE TRANSFERED TO RESERVE

The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain the entire amount of profit for the Financial Year 2022-23 in the profit and loss account.

DEPOSITS

During the financial year under review, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review there is no change in the Equity Capital Structure of the Company as on 31^st March, 2023. The brief details of paid up Equity Share Capital of the Company on year end are as follows:

AUTHORIZED CAPITAL:

40.00. 000 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 400.00 Lakhs.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

30.00. 000 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 300.00 Lakhs

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund.

INSURANCE

All properties and insurable interests of the Company have been adequately insured.

PAYMENT OF LISTING FEES

Annual listing fee for the year 2023-2024 has been paid by the Company to BSE Limited where the shares of the Company are listed. Annual Custody/Issuer fee for the year 2023-2024 has also been paid by the Company to National Securities Depository Limited and Central Depository Services (India) Limited.

HUMAN RESOURCE MANAGEMENT

Company strongly believes that people are its greatest asset and this has been the focal point of all its Human Resource Management (hRm) practices. It emphasis on the freedom to express views, competitive pay structure, performance based reward system and growth opportunities. It has well documented and disseminated employee friendly policies to enhance transparency, create a sense of team work and trust among employees and align employee interest with organizational strategic goals.

The Company also provide necessary training to enhance the skills of its employees, as per industry requirements. Your Company is committed to maintain the highest standards on ethics, learning environment and growth opportunities for all of its employees.

Employees 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 REPORT

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best corporate governance practices.

The Listing Regulations (as amended from time to time) has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V in respect of listed entity having paid-up capital of the Company not exceeding Rs. 10.00 Crore and net worth of the Company not exceeding Rs. 25.00 Crore, as on the last day of previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, is not required mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations.

Hence no Corporate Governance Report is required to be disclosed/attached with Annual Report. It is important to mention that the Company follows majority of the provisions of the Corporate Governance voluntarily.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms part of the Annual Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 the financial year and of the profit and loss of the Company for that period;

c) 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;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively;

f) 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.

BOARD OF DIRECTORS

Appointment/Re-appointment

Mrs. Swati Sudesh Oturkar (DIN: 07024890), Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer herself for re-appointment.

During the year Mr. Ritesh Sinvhal (DIN: 07969340) has been re-appointed as an Independent Director of the Company for the Second term of five consecutive years by the approval of the shareholders in the Annual General Meeting held on 07^th September, 2022.

During the year, Mr. Sunil Gangrade has been re-appointed as Whole-time Director for a period of 3 years w.e.f. 01.03.2022 in the Annual General Meeting held on 07^th September, 2022.

Further, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointment to the Board:

The Board of Directors at its meeting held on 14^th August, 2023 appointed Mr. Naresh Vyas (DIN: 08247948) as an Additional cum Independent Director of the Company for a term of five consecutive years with effect from 01^st September, 2023.

The above-mentioned appointment is subject to approval of the Members at the ensuing AGM of the Company. The Board propose to appoint him in ensuing annual general meeting.

In the opinion of the Board, the independent directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

Details of the proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting.

Composition of Board of Directors and Key Managerial Personnel:

During the year under review, there were no changes occurred in the position of Directors/KMPs of the Company. In Compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and SEBI Listing Regulations, 2015, as amended, the Composition of Board of Directors and Key Managerial Personnel are as follows:

Sr. No. Name of Director	DIN	Designation
1. Mr. Sunil Gangrade	00169221	Whole-time Director
2. Mr. Yogender Mohan Sharma	03644480	Independent Director
3. Mrs. Swati Sudesh Oturkar	07024890	Non-Executive Director
4. Mr. Ritesh Sinvhal	07969340	Independent Director

The Board of Directors consist of 1 Executive Director, 2 Independent Non-Executive Directors and 1 Non-Executive Director. As on 31^st March, 2023 and on the date of this Report, the Board meets the requirement of having at least one women director and not less than 50% of the Board strength comprising of Non-Executive Directors. The number of Independent Directors is more than one-third of the total number of Directors.

The members of the Board of Directors of your Company are expected to possess the required expertise, skill, and experience to effectively manage and direct your Company so that it can attain its organisational goals. They are expected to be persons with Vision, Leadership Qualities, a Strategic bent of mind, proven competence, and integrity.

The Company requires skills/expertise/competencies in the areas of Strategy, Finance, Accounting, Economics, legal and regulatory matters, Sustainability, Operations of the Companys businesses to efficiently carry on its core businesses of manufacturing of alloy wheels. All the above required skills/expertise/ competencies are available with the Board.

Each member of the Board of Directors of your Company is expected to ensure that his/her personal interest does not run in conflict with your Companys interests. Moreover, each member is expected to use his/her professional judgment to maintain both the substance and appearance of independence and objectivity.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence

DETAILS OF COMPOSITION AND CATEGORY OF DIRECTORS, ATTENDANCE AT THE BOARD MEETINGS, ANNUAL GENERAL MEETING AND SHAREHOLDING OF EACH DIRECTOR:

Name of the Director	No. of Directorship / Committee Positions held in other Public Limited Companies as on 31.03.2023.			No. of Shares held by NED as on 31.03.2023	Directorship in other listed entities (Category of Directorship) as on 31.03.2023.
	Directorship	Committee Chairmanship*	Committee Membership*
Mr. Sunil Gangrade	—	—	—	N.A.	Nil
Mr. Yogender Mohan Sharma#	1	—	2	Nil	Sarthak Industries Limited (Whole-time Director)
Mr. Ritesh Sinvhal	—	1	—	Nil	Nil
Mrs. Swati Sudesh Oturkar	—	—	—	Nil	Nil

* Represents Chairmanships/Memberships of Audit Committee and Stakeholders Relationship Committee.

# Mr. Yogender Mohan Sharma resigned w.e.f. I7^h May, 2023 from the post of Whole-time Director of Sarthak Industries Limited and Chairmanships/Memberships of the Committee in which he was appointed.

None of the directors are related to any other director on the Board.

Board Meeting and Attendance

Name of the Director	Date of Board Meeting				Date of Annual General Meeting
	16-05-2022	10-08-2022	11-11-2022	10-02-2023	07-09-2022
Mr. Sunil Gangrade	P	P	P	P	P
Mr. Yogender Mohan Sharma	P	P	P	P	P
Mr. Ritesh Sinvhal	P	P	P	P	P
Mrs. Swati Sudesh Oturkar	Absent	P	P	P	P

Board Independence

Our definition of Independence of Director or Regulations is derived from Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements), 2015 and section 149(6) of the Companies Act, 2013. The Board Comprised of total 4 directors as on 31^st March, 2023 out of them the following directors are Independent Directors;

1. Mr. Yogender Mohan Sharma holding DIN 03644480

2. Mr. Ritesh Sinvhal holding DIN 07969340 Declaration by Independent Director

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online proficiency test, wherever applicable.

Declaration by directors

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 director is disqualified holding office as director.

Independent Directors Meeting

The Independent Directors of the Company met on 27^th February, 2023, pursuant to Schedule IV of the Act and Regulation 25 of SEBi (Listing Obligations and Disclosure Requirements), 2015, both the Independent Directors were present to inter alia discuss the following:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii. Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Key Managerial Personnel:

Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended), following executives have been designated as Key Managerial Personnel (KMP) of the Company as on 31^st March, 2023:

Mr. Sunil Gangrade	Whole-Time Director
Mr. Pinkesh Gupta	Chief Financial Officer
Mr. Ankit Joshi	Company Secretary

There has been no change in the Key Managerial Personnel of the Company during the financial year ended 31^st March, 2023.

LISTING OF SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

DISCLSOURE RELATED SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the financial year 2022-23.

Further your Company is not a subsidiary, associate or joint venture of any other Company during the period under review. As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the policy are available on the Companys website at http://www.sarthakglobal.com/upload/investors_file/CTI1617981052.pdf.

MEETINGS OF THE BOARD

During the year, 4 (Four) Board meetings were convened on 16.05.2022, 10.08.2022, 11.11.2022 and 10.02.2023 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The intervening gap between the two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing Obligation & Disclosure) Regulations, 2015.

COMMITTEES OF THE BOARD

In compliance with both the mandatory and non mandatory requirements under the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015 and as mandated under the provisions of the Companies Act, 2013, the Board has constituted the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

The elaborated details of Board Committees are as follows:

A. AUDIT COMMITTEE

The Company has an Audit Committee in line with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

a) Members of Committee:

S. Name of Director No.	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1. Mr. Ritesh Sinvhal	Independent Director	Chairman	4/4
2. Mr. Sunil Gangrade	Whole-time Director	Member	4/4
3. Mr. Yogender Mohan Sharma	Independent Director	Member	4/4

The Audit Committee which met four times during the year 2022-2023, held its meetings on 16.05.2022, 10.08.2022, 11.11.2022 and 10.02.2023

The Company Secretary is the Secretary of the Committee.

b) Brief terms of reference:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

i. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Act,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO;

20. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

21. To review the following information:

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

22. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company.

The terms of reference specified by the Board to the audit committee are as contained under Regulation 18 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

c) Mr. Ritesh Sinvhal, Chairman of the Audit Committee was present in previous Annual General Meeting held on 07^th September, 2022 to answer members queries.

B) NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and the terms of reference meet with the requirements of Regulation 19 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and provisions of the Companies Act, 2013.

a) Members of Committee:

S. Name of Director No.	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1. Mr. Ritesh Sinvhal	Independent Director	Chairman	1/1
2. Mrs. Swati Sudesh Oturkar	Non-Executive Director	Member	1/1
3. Mr. Yogender Mohan Sharma	Independent Director	Member	1/1

The Nomination and Remuneration Committee which met only one time during the year 2022-2023, held its meeting on

10.08.2022.

b. Brief terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become Directors and who may be appointed in Senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Director.

6. recommend the Board, all remuneration, in whatever form, payable to Senior management.

7. make recommendations to the Board on the appointment of new Executive and Non-Executive Directors, Key Managerial Personnel and other employees;

8. review the Board structure, size and composition, having regard to the principles of the Code;

9. assess nominees or candidates for appointment or election to the Board, determining whether or not such nominee has the requisite qualifications and whether or not he/she is independent;

10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive Officer of the Company;

11. make recommendations to the Board for the continuation in services of any Executive Director who has reached the age of 70 (Seventy) years;

12. recommend Directors who are retiring by rotation to be put forward for re-election;

13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly when he has multiple Board representations;

14. recommend to the Board internal guidelines to address the competing time commitments faced by Directors who serve on multiple boards;

15. qualifications, positive attributes and independence of a Director; for evaluation of performance of Independent Directors and the Board of Directors;

16. recommend to the Board a framework of remuneration and specific remuneration packages for all Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;

17. review the service contracts of the Executive Directors;

18. carry out its duties in the manner that it deems expedient, subject always to any regulations or restrictions that may be imposed upon the NRC by the Board of Directors from time to time;

19. reviewing and enhancing on the compensation structure to incentive performance base for key executives;

20. ensure that the remuneration packages are comparable within the industry and comparable Companies and include a performance-related element coupled with appropriate and meaningful measures of assessing individual Executive Directors performance.

21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior Management Personnel.

22. recommend to the Board a framework of remuneration for the Directors,

23. all aspects of remuneration, including but not limited to Directors fees, salaries, allowances, bonuses, options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee.

a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, have been given under a separate heading, viz. ‘Statement of Disclosure of Remuneration in this report.

b. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee on the basis of following criteria:

I. Qualification

ii. Experience

iii. Knowledge and Competency

iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other obligations imposed by the Law

v. Contribution and Initiative

vi. Availability, attendance, participation and ability to function as a team

vii. Commitment

viii. Independence

ix. Independent views and judgement and Guidance/ support to Management outside board

The search and nomination process for new Directors are through database of Independent Directors, personal contacts and recommendations of the Director. NRC reviews and assess candidates before making recommendation to the Board.

NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In its search and selection process, NRC considers factors such as commitment and the ability of the prospective candidate to contribute to discussions, deliberations and activities of the Board and Board Committees.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted as per the provision of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The detailed terms of reference of the Committee are as under:

1. To consider and resolve the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates etc.;

2. To review measures taken for effective exercise of voting rights by shareholders;

3. To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share T ransfer Agent;

a) Members of Committee:

S. Name of Director No.	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1. Mr. Yogender Mohan Sharma	Independent Director	Chairman	1/1
2. Mr. Sunil Gangrade	Whole-time Director	Member	1/1
3. Mr. Ritesh Sinvhal	Independent Director	Member	1/1

The Stakeholders Relationship Committee which met one time during the year 2022-2023, held its meeting on 16.05.2023.

b) Name and designation of compliance officer: Mr. Ankit Joshi, Company Secretary.

c) No investor complaints were received during the financial year 2022-2023. All valid share transfers received during the year 2022-2023 have been acted upon by the Company and as on 31^st March, 2023 there were nil shares pending for transfer.

D) RISK MANAGEMENT COMMITTEE

The Board has constituted the Risk Management Committee in line with the provisions of Regulation 21 of the Listing Regulations, read with Section 178 of the Companies Act, 2013 and is in due compliance of all the provisions stated therein.

a) Members of Committee:

S. Name of Director No.	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1. Mr. Yogender Mohan Sharma	Independent Director	Chairman	2/2
2. Mrs. Swati Sudesh Oturkar	Non-Executive Director	Member	2/2
3. Mr. Sunil Gangrade	Whole-time Director	Member	2/2

b) Brief terms of reference:

The terms of reference of the Risk Management Committee include the following:

1. formulate a detailed risk management policy which shall include:

a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b) Measures for risk mitigation including systems and processes for internal control of identified risks.

c) Business continuity plan.

2. ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

c) The Committee met two times during the year on 11.11.2022 and 10.02.2023.

CODEOFCONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires Listed Companies to lay down a Code of Conduct for all Board members and Senior Management, incorporating the duties as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the Company at

http://www.sarthakglobal.com/upload/investors_file/CTI1617815744.pdf.

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.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

In compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Guidance note on Board evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out a formal annual evaluation of the Board, its committees and individual directors. Further, the Board of Directors have also carried out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors on the Board.

The performance evaluation of the Board and its committees was made after seeking inputs from all the directors of the Company on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the Management, efficacy of communication with external stakeholders, etc.

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgment and guidance/support to management outside board, etc.

A separate meeting of the Independent Directors was convened on 27.02.2023, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Boards Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review, MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2023, are set out in Notes to the Financial Statements of the Company.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulation, 2015 during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board.

Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this Annual Report.

Hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website. The web-link as required under SEBI Listing Regulations, 2015 is as under: http://www.sarthakglobal.com/upload/investors_file/CTI1653297745.pdf.

GENERAL BODY MEETINGS

a) The details of date, time and location of Annual General Meetings (AGM) held in last 3 years and Special Resolutions passed are as under:

FINANCIAL YEAR	VENUE	DATE & TIME	SPECIAL RESOLUTION PASSED
2021-22	AGM held through Video Conferencing / Other Audio Visual Means. The Registered Office of the Company was the deemed venue for AGM.	07th September, 2022 At 03:30 P.M.	Two (2) Special Resolution passed as follows: 1. Re-appointment of Mr. Sunil Gangrade, (DIN - 00169221), as Whole-time Director of the Company and Fixation of Remuneration. 2. To re-appoint Mr. Ritesh Sinvhal (DIN: 07969340) as an Independent Director of the Company for a second term of five consecutive years.
2020-21	AGM held through Video Conferencing / Other Audio Visual Means. The Registered Office of the Company was the deemed venue for AGM.	15th September, 2021 At 03:30 P.M.	One (1) Special Resolution for payment of remuneration to Mr. Sunil Gangrade, (DIN - 00169221) Whole -time Director of the Company for his remaining tenure.
2019 - 20	AGM held through Video Conferencing / Other Audio Visual Means. The Registered Office of the Company was the deemed venue for AGM.	28th September, 2020 At 03:30 P.M.	--

All the special resolution, if any, passed in the last three AGM were passes with the requisite majority.

b) Extra-ordinary General Meeting

During the financial year 2022-23, No Extra Ordinary General Meeting of the Company requisite was held.

c) Postal Ballot

No postal ballot was conducted during the year under review. At present, there is no proposal for passing any Special Resolution through Postal Ballot.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

There have been no material changes and commitments affecting the financial position of the Company since the closure of the financial year i.e. since 31^st March, 2023. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption do not apply to the Company. Accordingly, these particulars have not been provided.

During the year under review, the foreign exchange outflow was NIL (Previous year - NIL) and the foreign exchange earning was NIL (Previous year - NIL)

RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN EMPLOYEESS REMUNERATION AND PARTICULARS OF EMPLOYEES

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as "Annexure - A". However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web-link as required under the Act is as under:

http://www.sarthakglobal.com/upload/investors_file/CTI1626087117.pdf VIGIL MECHANISM POLICY

The Companys Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 has framed "Vigil Mechanism Policy" for Directors and Employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports and so on.

The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under:

http://www.sarthakglobal.com/assets/pdf/Vigil%20Mechanism_and_Whistle_Blower_Policy Sarthak_Global_Limited.pdf .

RISK MANAGEMENT

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimisation procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured. No major elements of the risk exist, which in the opinion of the Board may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy).

AUDITORS AND AUDITORS REPORT

A) STATUTORY AUDITOR

M/s. Avinash Agrawal & Co., Chartered Accountants (Firm Registration Number: 022666C) were appointed as the Statutory Auditors of the Company for a period of 5 (five) years till the conclusion of the 42^nd AGM to be held in the in the year 2027.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is attached with the Financial Statements in this Annual Report.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the rules made thereunder.

B) SECRETARIALAUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has reappointed M/s. Amit Preeti & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is annexed herewith as "Annexure -B" forming part of this report.

The comments referred to by the Secretarial Auditors in their Report are self explanatory except the following: SECRETARIAL AUDITORS COMMENT:

1. The Shareholding of Promoter (s) and Promoters group are not 100% in dematerialized form as required under Regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

2. Company has given certain loans without charging any interest as required under Section 186 of the Companies Act, 2013 AND Company has given certain loans by charging interest rate less than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of the loan as required under Section 186 of the Companies Act, 2013.

EXPLANATION OF BOARD OF DIRECTORS:

1. The Company has informed to the Promoters for the Dematerialization of their holdings.

2. Company having some business opportunities from some parties therefore loan has been given without interest or at lower rate of interest, due to some other business benefits. Company will charge proper interest in the current financial year.

C) COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, the company is not falling under the limits of cost audit requirements.

D) INTERNALAUDITOR

The Board has appointed M/s. Pramod Garg & Associates (Firm Registration Number: 006256C), as Internal Auditor of the company for the financial year 2023-24 and takes his suggestions and recommendations to improve and strengthen the internal control systems. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

RECONCILIATION OF SHARE CAPITAL AUDIT

In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out on quarterly basis by a Practicing Company Secretary to confirm that the aggregate number of equity shares of the Company held in National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) tally with the total number of issued, paid up, listed and admitted capital of the Company. The report submitted to the stock exchange inter alia, confirms that the number of shares issued, listed on the stock exchange and that held in demat and physical mode is in agreement with each other.

Distribution of Equity Shareholding and its pattern as on 31^st March, 2023

Category	Category of Shareholder	No. of Shareholder	No. of Equity Shares	Total shareholding as a percentage of total number of shares
Promoter and Promoter Group
Indian	Promoter	1	4,26,700	14.22
	Promoter Group	14	17,54,900	58.50
	Total (Promoter & Promoter Group)	15	21,81,600	72.72
Public
Institution	--	—	—	—
	Total (Institutions)	--	--	-
Non- Institution	Individuals	454	3,47,401	11.58
	Hindu Undivided Family	6	12,269	0.41
	Bodies Corporate	12	4,58,630	15.29
	Non Resident Indians (NRIs)	1	100	0.00
	Total (Non-Institutions)	473	8,18,400	27.28
	Total (Public)	473	8,18,400	27.28
	Grand Total	488	30,00,000	100.00

Distribution of Equity Shareholding 31^st March, 2023

Shareholding of Nominal Value of Rs. 10/- each	No. of Holders	% of Total Shareholder	No. of Shares held	Nominal Value (In Rs.)	Shareholding %
Up to 5,000	455	93.24	2,25,625	22,56,250	7.52
5,001 - 10,000	10	2.05	86,460	8,64,600	2.88
10,001- 20,000	2	0.41	27,915	2,79,150	0.93
20,001 - 30,000	--	--	--	--	-
30,001 - 40,000	2	0.41	80,000	8,00,000	2.67
40,001 - 50,000	--	--	--	--	-
50,001- 1,00,000	4	0.82	3,19,100	31,91,000	10.64
1,00,001 and above	15	3.07	22,60,900	2,26,09,000	75.36
Total	488	100.00	30,00,000	3,00,00,000	100.00

Status of dematerialization of shares

The breakup of the equity shares held in dematerialized and physical form as on March 31,2023 is as follows:

Particulars	No. of Shares	Percent of Equity
NSDL	1,46,133	4.87
CDSL	12,97,267	43.24
Physical	15,56,600	51.89
Total	30,00,000	100.00

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015; The Details of the said code is available on website of the Company and can be accessed from http://www.sarthakglobal.com/upload/investors_file/CTM617981264.pdf COMPLIANCE WITH SECRETARIAL STANDARDS

The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31^st March, 2023 of the Company is available on Companys website and can be accessed, at http://www.sarthakglobal.com/annual-return.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and Redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. There were no cases reported during the year under review under the said Policy DISCLOSURE UNDER RULE 8(5)(xi) OF COMPANIES (ACCOUNTS) RULES, 2014

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DISCLOSURE UNDER RULE 8(5)(xii) OF COMPANIES (ACCOUNTS) RULES, 2014

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

PARTICULARS	NO. OF SHAREHOLDERS	NO. OF EQUITY SHARES
aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year
number of shareholders who approached listed entity for transfer of shares from suspense account during the year
number of shareholders to whom shares were transferred from suspense account during the year	_	_
aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares	—	—

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

• There were no mergers/acquisitions during the year.

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• No significant and material orders have been passed by any Regulators or Court or Tribunal which can have an impact on the going concern status and the Companys operation in future.

• There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2023.

• No Buyback of Securities taken place during the year under review.

• During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

• Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 15 as amended on 14^th Day of June, 2023, The Company does not have any agreement which impact the management or control of the Company.

• Compliance with Mandatory/Non-mandatory requirements:

The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the status of non-mandatory (discretionary) requirements are given below:

1. Chairman is elected in Meeting.

2. In view of publication of the financial results of the Company in the newspapers having wide circulation and dissemination of the same on the website of the Stock Exchange.

3. The Companys financial statements for the financial year 2022-23 have been accompanied with unmodified opinion - both on quarterly and yearly basis.

4. The Chairman is elected in Meeting. No Managing Director in the Company.

5. The Company has complied with the requirements of the regulatory authorities on capital market and no penalties have been imposed against it in the last three years.

6. The Company has appointed Mr. Ankit Joshi, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company at http://www.sarthakglobal.com/.

CAUTIONARY STATEMENT

The Statement made in this Report and Management and Discussion and Analysis Report relating to the Companys objective, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, parent company, collaborators, vendors, investors, shareholders, financial institutions, banks, regulatory authorities and the society at large during the year. We also place on record our appreciation for the contribution made by our employees at all levels and for their commitment, hard work and support.

For and on behalf of the Board of Directors	For and on behalf of the Board of Directors
SUNIL GANGRADE	SWATI SUDESH OTURKAR
Whole-time Director	Director
DIN: 00169221	DIN:07024890
Place: Indore
Dated: 29th August, 2023