Sarthak Global Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the Thirty Sixth Annual Report together with the Audited Statement of Accounts on the business and operations of the Company along with summary of standalone financial statements for the year ended 31st March, 2021.

FINANCIAL SUMMARY

The performance of the Company for the financial year ended on 31st March, 2021 is summarized below:

(Rs in Lacs)

Particulars 2020-21 2019-20
Revenue from Operations and other Income 1,948.83 10,442.86
Profit before tax and depreciation 11.28 13.55
Depreciation 4.07 0.97
Profit before tax 7.21 12.58
Deferred Tax 0.21 (0.04)
Current Tax 1.66 3.33
Profit after Taxation 5.33 9.29
Less : Previous year adjustment - -
Less : Old Income tax written off

-

-

Balance brought forward from previous year 229.54 220.24
Provision for diminution in value of non current investment - -
Excess Depreciation Written back - -
Amount available for appropriation 234.87 229.54
APPROPRIATION - -
Amount Carried to Balance sheet 234.87 229.54
Paid Up Equity Share Capital 300.00 300.00
Earning Per Share ( 10/- each) Basic & Diluted (in ) 0.18 0.31

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017. The financial statements of the Company for the financial year 2020-21 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.

DIVIDEND

In order to conserve the resources of the Company by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors of the Company thought it prudent not to recommend any Dividend on the Equity Shares of the Company for the financial year ended 31st March, 2021. (Previous year: Nil).

NATURE OF BUSINESS

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

TRANSFERRED TO RESERVE

The Board of Directors has not proposed any amount for transfer to reserves for the year ended 31st March, 2021.

HIGHLIGHTS OF OPERATIONS AND PERFORMANCE

During the year under review Revenue from operations and other income of the Company stood at 1,948.83 Lacs as compared to previous year figure of 10,442.86 Lacs showing decreasing trend. Profit before tax has decreased to 7.21 Lacs as compared to previous year figure of 12.58 Lacs. Profit after tax decreased to 5.33 Lacs as compared to previous year figure of 9.29 Lacs.

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. The Company has not received any unsecured loan from director during the financial year.

COVID-19 PANDEMIC

It is also pertinent to highlight that COVID-19 pandemic has resulted in disruption in regular business operations due to lockdown and travel bans (both Domestic and International) since March 2020 across the globe considering public health and safety measures.

The Company is primarily engaged in business of Share Transfer Agents. SEBI has notified the Registrar and Share Transfer Agents under exempted category from closures. Accordingly as of 31st March, 2021, based on the facts and circumstances existing as of that date, the Company does not anticipate any material uncertainties which affects its liquidity position and also ability to continue as a going concern. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration.

SHARE CAPITAL POSITION AS ON 31st MARCH, 2021 AUTHORIZED CAPITAL:

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

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

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

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

HUMAN RESOURCE & EMPLOYEES RELATIONS

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 AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

We ensure that we evolve and follow the best practices of corporate governance sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

The paid-up capital of the Company is not exceeding 10.00 Crore and net worth of the Company is not exceeding 25.00 Crore, therefore Company is not required to comply with the provisions of Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. Your Company complies with the provisions of Corporate Governance as a practice of good corporate governance.

The report on Corporate Governance for the year ended 31st March, 2021. In terms of Regulation 34(3) read with Section C of Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The Practicing Company Secretarys certificate confirming compliance with Chapter IV of SEBI (LODR) Regulations, 2015 also forms part of this Annual Report.

All the Directors of the Company and Senior Management Personnel have confirmed the compliance of Code of Conduct for Board of Directors & Senior Management personnel of the Company. The declaration of the Manager confirming compliance with the Code of Conduct for Board of Directors & Senior Management personnel of the Company forms part of this Annual 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 financial year ended 31st March, 2021 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 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 AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Directors.

During the year under review Ms. Ragini Chaturvedi has resigned from the post of Company Secretary and Compliance Officer (KMP) with effect from 15th March, 2021.

Mr. Ankit Joshi has been appointed as Company Secretary and Compliance Officer (KMP) with effect from 08th June, 2021.

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.

The details of Directors being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval for the re-appointment of Directors are also included in the Notice.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Swati Sudesh Oturkar holding DIN: 07024890, Director of Company retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on 31st March, 2021 are summarized below:

Mr. Sunil Gangrade (DIN: 00169221) Whole-Time Director
Mr. Pinkesh Gupta Chief Financial Officer
Ms. Ragini Chaturvedi* Company Secretary

* Resigned from the office of Company Secretary with effect from 15th March, 2021 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 2020-21.

NUMBER OF MEETINGS OF THE BOARD

Eight (8) Board Meetings were held during the financial year ended 31st March, 2021. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

LISTING OF SHARES

The equity shares of the Company are listed on the BSE Limited (BSE). The listing fee for the year 2021-22 has already been paid to the credit of the Stock Exchange.

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

The Company has received declarations from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. In the opinion of the Board, they fulfill the condition for appointment/ reappointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

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 Indian Institute of Corporate Affairs (IICA) 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.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

• Knowledge and Skills

• Professional Conduct

• Duties, Role and Functions

• Fulfillment of the Independence Criteria and their independence from the management

b) For Executive Directors:

• Performance as Team Leader/Member

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Set Key Goals and Achievements

• Professional Conduct and Integrity

• Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME

The details of familiarization programme imparted during the FY 2020-2021 is disclosed on the website of the Company at the following web-link: http://www.sarthakglobal.com/upload/ investors file/CTI1617981097.pdf.

INTERNAL FINANCIAL CONTROLS

The Companys internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2021.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms 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.

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/CTI1617981178.pdf.

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 31st March, 2021. 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 outgo was 575.06 Lacs (Previous Year 535.96 Lacs) and the foreign exchange earning was NIL (Previous year Nil).

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employees of the company were in receipt of remuneration in excess of limits prescribed under Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Disclosure required under Section 197(12) of Companies Act 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in "Annexure A", to this Report.

Further, as Company does not have any subsidiary or associate; therefore, none of the directors are drawing any remuneration or commission from any subsidiary or associate companies.

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 The salient features of the NRC Policy areas under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non-Executive / Independent Director.

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 the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns or grievances. 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 Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and reasonably addressed. Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, 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

A) STATUTORY AUDITOR

M/s. Rajendra Garg & Co., Chartered Accountants, (Firm Registration No.: 005165C) [Previously known as M/s. Palak Vaid & Company, Chartered Accountants, (Firm Registration No.: 021796C)] were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 26th September, 2017, for a term of five consecutive years from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company subject to ratification by members at every subsequent Annual General Meeting. In accordance with the Companies Amendment Act, 2017, enforced on 07th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Your Company has received a certificate from auditors confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate as required under the provisions of Regulation 33 of the Listing Regulations.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

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) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Gangrade Purviya & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2020-2021. The Secretarial Audit Report for the financial year 2020-2021 is annexed herewith as "Annexure B" forming part of this report.

There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

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) INTERNAL AUDITOR

The Board has appointed M/s. Pramod Garg & Associates (Firm Registration Number: 006256C), as Internal Auditor of the company for the financial year 2020-2021 and takes their 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.

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/CTI1617981264.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS

During financial year 2020-21, your Company has complied with the relevant provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings

ANNUAL RETURN

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013 as amended, in Form MGT-7, as they stood on the close of the financial year i.e. 31st March, 2021 is uploaded on the website of the Company in the Investor section and can be accessed from http://www.sarthakglobal.com/annual-return.

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 2020-2021 and hence no complaint is outstanding as on 31.03.2021 for redressal.

DISCLOSURE UNDER RULE 8(5) 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. 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.

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.

• 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, 2021.

APPRECIATION

Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment - our people have been key to our successful navigation of the challenges we have faced this year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued 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 : 13th August, 2021