Dear Shareholders,
Your Directors have pleasure in presenting 39th Annual
Report together with the Audited Statement of Accounts of the Company for the year ended
31March, 2023.
FINANCIAL SUMMARY
The performance of the Company for the financial year ended on
31" March, 2023 is summarized below:
[ Rs. In Lacs (Except EPS)]
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
5827.58 |
16364.52 |
| Other Income |
337.36 |
247.62 |
| Profit/ (Loss) before Depreciation, Finance Cos, Exepional
items & Tax Expenses |
268.12 |
431.46 |
| Less: Depreciation |
70.88 |
80.19 |
| Profit/ (Loss) before Finance Cost, Exceptional Items and Tax
Expenses |
197.24 |
351.27 |
| Less: Finance Cost |
93.81 |
122.84 |
| Profit/ (Loss) before Exceptional Items and Tax Expenses |
103.43 |
228.43 |
| Add/ (Less): Exceptional items |
- |
- |
| Profit/ (Loss) before Tax Expenses |
103.43 |
228.43 |
| Less: Tax Expenses |
27.53 |
60.51 |
| Profit/ (Loss) after Taxation |
75.90 |
167.92 |
| Add/(Less): Other Comprehensive Income |
(144.15) |
20.97 |
| Total Comprehensive Income /(Loss) |
(68.25) |
188.89 |
| Balance brought forward from previous year |
3252.60 |
3063.71 |
| Amount available for appropriation |
3184.36 |
3252.60 |
| APPROPRIATION |
232.30 |
-- |
| Amount Carried to Balance sheet |
2952.06 |
3252.60 |
| Paid Up Equity Share Capital |
929.18 |
696.89 |
| Earnings Per share [EPS] (Rs.10/- each) Basic & Diluted
(in Rs.) |
0.82 |
1.81 |
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has
adopted Indian Accounting Standards ("Ind AS") from 1" April, 2017. The
financial statements of the Company for the financial year 2022-23 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
Your Directors have decided to plough back the profits to the
operational fund requirement of the Company. Hence, no dividend has been recommended for
the year under review.
AMOUNT TRANSFERRED TO RESERVE
The Board of Directors has not proposed any amount for transfer to
reserves for the year ended 31" March 2023.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the
company.
OPERATIONS
During the year under review, Revenue from operations and Other Income
of the Company stood at Rs. 6,164.94 Lacs showing decreasing trend over the previous year
Revenue from operations and Other Income Rs. 16,612.14 Lacs. Profit before tax has
decreased and stood at Rs. 103.43 Lacs as compared to previous year figures Rs. 228.43
Lacs and Net Profit also decreased and stood at Rs. 75.90 Lacs as compared to previous
year net profit Rs. 167.92 Lacs. Your Directors are hopeful for better performance in the
coming years.
DEPOSITS
The Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
The Company has not received any unsecured loan from director during
the financial year.
SHARE CAPITAL
During the year under review, the Company allotted 23,22,950 Equity
shares as bonus shares to existing shareholders in the ratio of 1:3 (one new equity share
for every three existing fully paid-up equity shares hold by the shareholders of the
Company on record date i.e. 20th December, 2022). As a result of Bonus
allotment, the paid up capital of the company has been raised to Rs. 9,29,18,000/- divided
into 92,91,800 shares of Rs. 10/- each.
The Company has not issued shares with differential voting rights nor
has granted any stock option or sweat equity shares. As on 31" March 2023, none of
the Directors of the Company hold instruments convertible into equity shares of the
Company.
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 including
Building and Plant & Machinery have been adequately insured.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial relations were harmonious throughout the year. The Board
wishes to place on record their sincere appreciation to the cooperation extended by all
the employees in maintaining cordial relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
A separate report on Corporate Governance in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this
report. Certificate regarding compliance of conditions of Corporate Governance Report
issued by Practicing Company Secretary is attached separately to this report.
Management Discussion and Analysis Report as required under Regulation
34 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached separately to this Annual Report.
DIRECTORS RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief, your Directors make the
following statements in terms of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013:
I) That in the preparation of the annual accounts for financial year
ended 31st March, 2023; the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
financial year and of the profit/ loss of the Company for that period;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis;
v) That the Directors have laid down internal financial controls, which
are adequate and are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/ Reappointment:
Ms. Deepika Arora (DIN: 07117491), 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. Nimishek Ved (DIN: 07362817) 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 07th
September, 2022.
During the year, Mr. Yogender Mohan Sharma has been re-appointed as
Whole-time Director for a period of 3 years w.e.f. 15.07.2022 in the Annual General
Meeting held on 07th September, 2022. Further, Mr. Yogender Mohan Sharma has
resigned from the post of director and Whole-time Director of Company w.e.f. 17th
May, 2023 due to his advancing age and certain health related issues. The Board
appreciates the services rendered by him in the capacity of Whole-time Director.
Further, the Board of Directors based on the recommendation of the
Nomination and Remuneration Committee of the Company, approved the following appointments
to the Board:
(a) The Board of Directors at its meeting held on 19th May,
2023 appointed Mr. AJAY PESHKAR (DIN: 03094090) as additional cum wholetime director of
the Company for a period of three years w.e.f. 19th May, 2023.
(b) The Board of Directors at its meeting held on 14th July,
2023 appointed Mrs. ANKITA HASMUKHDAS SETHI (DIN: 08467476) as an Additional cum I
ndependent Director of the Company for a term of five consecutive years with effect from
01st August, 2023.
c) The Board of Directors at its meeting held on 14th July,
2023 appointed Mr. SHASHIKANT PADGIL (DIN: 07896216) as an Additional cum I ndependent
Director of the Company for a term of five consecutive years with effect from 01st
August, 2023.
The above-mentioned appointments are subject to approval of the Members
at the ensuing AGM of the Company. The Board propose to appoint them 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.
Key Managerial Personnel
During the year, Mr. Kailash Kumar Agarwal (PAN: ABDPA8768M) had
resigned from the post of Chief Financial Officer (CFO) of the company w.e.f. 30th
June, 2022 due to his pre-occupations. The Board appreciates the services rendered by him
in the capacity of Chief Financial Officer. Mr. Om Prakash Mundra (PAN: AHRPM9148H) has
been appointed as Chief Financial Officer of the company w.e.f. 05h July,
2022.
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.
Declaration by Independent Directors:
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.
LISTING OF SHARES
The equity shares of the Company are listed on the BSE Limited (BSE).
The listing fee for the year 2022-23 has already been paid to the Stock Exchange.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on 31.03.2023, the Company does not have any subsidiary company or
joint venture or associate company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 9 times during the financial year. The details of which
are given in the Corporate Governance Report that forms part of this annual report. The
intervening gap between any two Meetings was within the period prescribed under the
Companies Act, 2013. MEETING OF INDEPENDENT DIRECTORS
During the year under review, one meeting of the Independent Directors
was held on 14.02.2023, without the attendance of Executive Directors and members of
management. All the Independent Directors were present in that meeting.
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.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
The Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
committees. The evaluation of all the directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department. The Directors
expressed their satisfaction with the evaluation process. FAMILIARIZATION PROGRAMME
Details of the programmes for familiarization of the Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the Company, etc. are
available on the website of the Company at the link:
http://sarthakindustries.com/upload/investors_file/CTI1676637163.pdf INTERNAL FINANCIAL
CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements and during the year, no reportable material weaknesses
in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any loans or guarantees or made investment
beyond the limits mentioned under the provisions of Section 186 of the Companies Act,
2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on 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. Thus, Form AOC 2 is not
required.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the Companys
website at the link:
http://sarthakindustries.com/upload/investors_file/CTI1618510472.pdf
A statement showing the disclosure of transactions with related parties
as required under Ind AS 24 is set out separately in this Annual Report.
MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT
AND END OF FINANCIAL YEAR
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are given in the
"Annexure A" forming part of this report.
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the
"‘Annexure B" forming part of this report.
During the year under review, none of the employee of the company is
drawing more than Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of
the year. The information required under Rule 5(2) and (3) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming
part of this Report. In terms of the first provision to Section 136 of the Act, the Report
and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member
interested in obtaining the same may write to the Company Secretary at the Registered
Office of the Company.
Further, none of directors is drawing any remuneration or commission
from any subsidiary or associate companies.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy on Directors Appointment and Remuneration including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, and under Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 adopted by the Board, is appended as "Annexure
C" forming part of this report.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report, which forms part of this report. All the
recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle
Blower Policy in line with the provisions of the Companies Act, 2013 and the Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report
genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed
on the Companys website i.e. www.sarthakindustries.com.
RISK MANAGEMENT
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 & AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s SmAk & Co.,
Chartered Accountants (Firm Registration No.: 020120C), Statutory Auditors of the Company
expires at the conclusion of the ensuing Annual General Meeting of the Company. The Board
of Directors of the Company at their meeting held on 14th July, 2023, on the
recommendation of the Audit Committee, have recommended the appointment of M/s ASHOK
KHASGIWALA & CO. LLP, Chartered Accountants (Firm Registration No. 0007 43C/C400037),
as the Statutory Auditors of the Company to the Members at the 39th Annual
General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution,
proposing appointment of M/s. ASHOK KHASGIWALA & CO. LLP, Chartered Accountants, as
the Statutory Auditors of the Company for a term of five consecutive years
i.e. from the conclusion of 39th Annual General Meeting till
the conclusion of 44th Annual General Meeting of the Company pursuant to
Section 139 of the Companies Act, 2013, forms part of the Notice calling 39th
Annual General Meeting of the Company. In this regard, the Company has received a
certificate to the effect that they satisfy the criteria provided under Section 141 of the
Act and that the appointment, if made, shall be in accordance with the applicable
provisions of the Act and rules framed thereunder.
The notes referred to by the Auditors in their Report are self
explanatory and hence do not require any explanation. Further, there was no fraud in the
Company, which was required to report by statutory auditors of the Company under
sub-section (12) of Section 143 of Companies Act, 2013
COST AUDIT
The Board has appointed M/s A. Goyal & Co., Cost Accountants, (Firm
Registration No. 101308) as Cost Auditors of the Company for conducting the audit of cost
records maintained by the Company for the financial year 2023-24. The Cost Audit Report
for the year 202122 was filed with the Central Government within time.
INTERNAL AUDITORS
Internal Audit for the year ended March 31,2023 was done by M/s S K
Malani & Co (Firm Registration Number: 159090W). The Board 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. The Board has appointed M/s S K
Malani & Co. (Firm Registration Number: 159090W), as Internal Auditor of the company
for the year ended March 31,2024.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company has appointed M/s Ajit Jain & Co., Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is annexed
herewith as "Annexure D" forming part of this report.
There are no adverse comments, qualifications or reservations or
adverse remarks in the Secretarial Audit Report.
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 at the weblink:
http://sarthakindustries.com/upload/investors_file/CTI1618510757.pdf BUSINESS
RESPONSIBILITY REPORT
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.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or
courts or tribunals impacting the going concern status of the Company and future
operations.
APPLICATION OR PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
There is no application made or no proceeding pending under the
Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any
Bank or Financial Institution.
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India. IMPLEMENTATION OF
CORPORATE ACTION
During the year under review, the Company has not failed to implement
any Corporate Actions within the specified time limit.
CREDIT RATING
Credit rating obtained along with revisions thereto for bank facilities
of the Company during FY 2022-23 as under:
| S. No. |
Facilities |
Rating Agency |
As on 01.04.2022 |
As on 31.03.2023 |
Reason for credit downgrade in ratings |
| 1. |
Non-fund- based limit |
India Ratings and Research Private Limited |
IND A4+ |
IND A4 |
Due to decline in revenue and profitability. |
ANNUALRETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, the
annual return is available at Companys website
http://sarthakindustries.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. An Internal Complaints Committee (ICC) has also been set up to
redress complaints received on sexual harassment. There was no complaint received from any
employee during the financial year 2022-23 and hence no complaint is outstanding as on
31.03.2023 for redressal.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the employees of
the Company for their enormous personal efforts as well as their collective contribution
during the year. The Directors would also like to thank the shareholders, customers,
suppliers, bankers, financial institutions and all other business associates for their
continuous support given by them to the Company and their confidence in the management.
For and on behalf of the Board of Directors
| AJAYPESHKAR Whole-time Director |
DEEPIKAARORA Director |
| DIN:03094090 |
DIN:07117491 |
| Place: Indore |
|
| Dated: 14.07.2023 |
|
+91-9892691696
