To,
The Members,
Sashwat Technocrats Limited
Your Directors have the pleasure in presenting the 47thAnnuai Report of the Company on
the business and operations of the Company together with the Audited Financial Statements
for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS:
The Companys performance during the financial year ended March 31, 2023 as compared to
the previous financial year is summarized below: (Amount in Rs.)
| Particulars |
Amount |
|
|
2022-23 |
2021-2022 |
| Sales & other Income |
10,49,415 |
48,40,638 |
| Less: Expenditure |
40,06,966 |
8,55,830 |
| Less: Exceptional Items |
- |
- |
| Profitl(Loss) before tax |
(29,57,551) |
39,84,808 |
| Less: Tax Expenses |
(440) |
(4,60,807) |
| Other Comprehensive Income |
- |
- |
| Profit/(Loss) after tax |
(29,57,991) |
35,24,001 |
2. OPERATIONS
The total income for the year under review was Rs.I0,49,415/- as compared to
Rs.48,40,638/-in the previous year. The Company has incurred a loss of (Rs.29,57,991/-) as
compared to a profit of Rs.35,24,OOll- in the previous year.
3. DIVIDEND
Your Directors have not recommended any dividend for the financial year 2022-23.
4. SHARE CAPITAL
The paid up equity capital as on March 31, 2023 was Rs.30,62,330/- (Rupees Thirty Lakhs
Sixtytwo Thousand Three Hundred Thirty Only). There was no public Issue, right issue,
bonus issue or preferential issue etc. during the year. The Company has not issued shares
with differential voting rights, sweat equity shares nor has it granted any stock options.
5. CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature ofthe business of your Company.
5. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the
Financial year 2022-23.
Form D PT 3 - Reporting of amount not considered as deposit for FY 2021-22 and FY
2022-23 filed by the company on 02.05.2022 and 22.07.2023 respectively.
6. COMPOSITION OF THE BOARD
The present composition of the Board of the Company is as follows:
| Sr. No. Name of Director |
Designation |
Category |
| 1 Mr. Manish lakhalia |
ChairmanlDirector |
Non-Executive / Independent Director |
| 2 Mr. Rohit Doshi |
Director |
Promoter & Non-Executive Director |
| 3 Ms. Shatabdi Suresh ladhav |
Director |
Non-Executive / Independent Director |
There were no changes in the composition of the Board of Directors during the period
under review.
In accordance with the provisions of Companies Act, 2013 and as per Articles of
Association of the Company, Mr. Rohit Doshi, Director of the Company is liable to retire
by rotation at the forthcoming Annual General Meeting and has offered himself for re -
appointment and the Board recommends his re-appointment.
Based on the confirmations received from Directors, none of the Directors disqualified
under Section 164 of the Companies Act, 2013.
MEETINGS OF THE BOARD
Eight (8) Meetings of the Board were held during the financial year. The Board Meeting
dates and details of Directors attendance thereat are as given below:
| Date of Board Meeting |
Total No. of Directors as on the date of the Board Meeting |
No. of Directors present at the Meeting |
| 01.04.2022 |
3 |
3 |
| 16.05.2022 |
3 |
3 |
| 20.06.2022 |
3 |
3 |
| 11.07.2022 |
3 |
3 |
| 13.08.2022 |
3 |
3 |
| 11.11.2022 |
3 |
3 |
| 05.12.2022 |
3 |
3 |
| 13.02.2023 |
3 |
3 |
A separate meeting of the Independent Directors was held on 16.05.2022, which was
attended by all the Independent Directors of the Company.
7. COMMITTEES OF THE BOARD:
Board has constituted the following three Committees:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
1) Audit Committee
In terms of section 177(2) read with section 134(3) of the Companies Act, 2013, the
Company constituted Audit Committee. The Audit Committee has been constituted to evaluate
and oversee financial reporting processes, review the financial statements, quarterly,
half yearly/annual financial results, adequacy of internal control systems, discussions
with the Auditors on any significant findings, etc.
a. Composition of the Audit Committee
| Name of Member |
Designation |
Executive, Non - Executive / Independent |
| Mr. Manish Jakhalia |
Chairman |
Non - Executive / Independent Director |
| Mr. Rohit Doshi |
Member |
Non-Executive Director |
| Ms. Shatabdi Suresh Jadhav |
Member |
Non - Executive / Independent Director |
Meetings of the Audit Committee
Four (4) Meetings of the Audit Committee held during the financial year. The Audit
Committee Meeting dates and details of Members attendance thereat are as given below:
| Date of Audit Committee Meeting |
Total No. of Members as on the date of the Audit Committee Meetin2 |
No. of Members present at the Meeting |
| 16.05.2022 |
3 |
3 |
| 13.08.2022 |
3 |
3 |
| 11.11.2022 |
3 |
3 |
| 13.02.2023 |
3 |
3 |
2) Nomination & Remuneration Committee
The Nomination and Remuneration Committee constituted to review and to recommend the
remuneration payable to the Executive Directors and Senior Management of the Company. a.
Composition of the Committee:
| Name of Member |
Designation |
Executive, Non - Executive / Independent |
| Mr. Manish Jakhalia |
Chairman |
Non - Executive !Independent Director |
| Mr. Rohit Doshi |
Member |
Non-executive Director |
| Ms. Shatabdi Suresh Jadhav |
Member |
Non - Executive / Independent Director |
b. Meetings of the Nomination & Remuneration Committee
One Meeting of the Committee held during the financial year. The Nomination and
Remuneration Committee Meeting date and details of Members attendance thereat are as given
below:
| Date of Nomination and Remuneration Committee Meeting |
Total No. of Members as on the date of the Meeting |
No. of Members present at the Meeting |
| 16.05.2022 |
3 |
3 |
The Remuneration Policy of the Company envisages as follows:
1. Remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.
2. Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration of the Directors, key managerial personnel and other employees;
3. Formulation of criteria for evaluation of Independent Directors and the Board;
4. Devising a policy on Board diversity;
5. 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
their appointment and removal.
3) Stakeholders Relationship Committee
The Stakeholders Relationship Committee constituted specifically to look into the
redressal of the grievances of the security holders of the Company.
a. Composition of the Committee:
| Name of Member |
Designation |
Executive, Non - Executive / Independent |
| Mr. Manish Jakhalia |
Chairman |
Non - Executive !Independent Director |
| Mr. Rohit Doshi |
Member |
Non-executive Director |
| Ms. Shatabdi Suresh Jadhav |
Member |
Non - Executive / Independent Director |
b. Meetings of the Stakeholders Relationship Committee
Four (4) Meetings of the Stakeholders Relationship Committee held during the financial
year. The Stakeholders Relationship Committee Meeting dates and details of Members
attendance thereat are as given below:
| Date of Stakeholders Relationship Committee Meetin2 |
Total No. of Members as on the date of the Meeting |
No. of Members present at the Meetin2 |
| 16.05.2022 |
3 |
3 |
| 13.08.2022 |
3 |
3 |
| 11.11.2022 |
3 |
3 |
| 13.02.2023 |
3 |
3 |
8. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors. The Nomination and Remuneration
Committee of the Board is entrusted with the responsibility in respect of the same. The
Committee studies the practices prevalent in the industty and advises the Board with
respect to evaluation of Board members. On the basis of the recommendations of the
Committee, the Board carries an evaluation of its own performance and that of its
Committees and individual Directors.
9. REMUNERATION TO DIRECTORS AND EMPLOYEES
No remuneration paid to any Directors except sitting fees during the year under review.
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no
employee falling under the above category, thus no information is given in the report.
10. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual
Report attached as "Annexure B".
11. DIRECTORS RESPONSIBILITY STATEMENT
In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013,
your Directors confirm that:
a. The Company has followed the applicable accounting standards in the preparation of
the Annual Accounts and there has been no material departure.
b. That the Directors had 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 loss of the Company for that period.
c. That the Directors had 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. That the Directors had prepared the annual accounts on a going concern basis.
e. That the Directors had laid down internal financial control which are adequate and
were operating effectively;
f. That the Directors had devised proper systems to ensure compliance with provisions
of all applicable laws and that such systems were adequate and operating effectively.
12. ADEQUATE INTERNAL CONTROL SYSTEMS
Your Company has put in place adequate internal financial controls with reference to
the financial statements commensurate with the size and nature of operations of the
Company except Company has not appointed Internal Auditor and such internal financial
control over financial reporting were operating effectively as at March 31, 2023.
13. CORPORATE SOCIAL RESPONSmILITY (CSR) INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions are not applicable to your Company.
14. EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the
annual return is placed on the website of the Company and can be accessed at
http://sashwattechnocrats.coml
15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
Your Company has no subsidiary Company, Joint Ventures or Associate Companies during
the year under review.
16 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGOINGS
Particulars required to be furnished by the Companies as per Rule 8 of Companies
(Accounts) Rules,2014, are as follows:
A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY
The activities carried out by your Company are not energy intensive. Hence, no step for
Conservation of Energy is required to be taken by the Company. However, Energy
Conservation continues to be an area of high priority for the Company. Constant attention
IS given to the cost effective use of energy in all operations.
B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION
Technology absorption is not applicable to the Company. However, it is to be noted that
the Company strives to upgrade and update its technology in order to provide better
services to all its stakeholders.
C. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no Foreign Exchange Earnings and outgo during the Financial Year 2022-23.
17. RELATED PARTY TRANSACTIONS
The transactions entered with Related Parties during the financial year 2022-2023 were
on an arms length basis and in the ordinary course of business and the provisions of
Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under
review, there are no materially significant related party transactions, which may have a
potential conflict with the interest of the Company at large. Accordingly, the disclosure
required under Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2 is not applicable to the Company.
The company have paid Director Sitting Fees ofRs, 25,000/- to the Director for
attending the meeting during the year under review.
18. MATERIAL CHANGES AND COMMITMENTS
During the year under review, there has been no significant and material order passed
by the regulators or courts or tribunals impacting the going concern status and companys
operations in future.
19. STATUTORY AUDITOR
Mis. S A R A & Associates, Chartered Accountants were appointed as Statutory
Auditors of the Company, for a term of five years, at the Annual General Meeting held on
30th September, 2019. They have confirmed that they are not disqualified from
continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments except non-appointment of
Internal Auditor. The Auditors Report does not contain any qualification, reservation,
adverse remark or disclaimer.
With regard to the appointment of Internal Auditor, company is in process of appointing
Internal Auditor.
20. DETAILS OF FRAUDS REPORTED BY AUDITOR
There were no frauds reported by the Auditors under sub-section (12) of Section 143 of
Companies Act, 2013,
21. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013 and the Rules made there under, Mrs.
Manisha Chindarkar (M.No. A46479), Practicing Company Secretary appointed as Secretarial
Auditor of the Company for Financial Year 2022-23. The Secretarial Audit Report issued
attached herewith as "Annexure A".
| Sr. Qualification by the Secretarial Auditor |
Managements reply/ clarification |
| 1 The Company has not appointed Internal Auditors |
The Company is m process of appointment of Internal Auditor. |
| 2 The Company does not have proper composition of the Key Managerial Personnel i.e.
Managing DirectorlWhole Time Director or Chief Executive Officer & Chief Finance
Officer in the Company. Hence, the company is Active Non-Compliant as per the MCA website |
The Company IS m process of appointment of such number of Directors so as to make the
composition of Board and committees in accordance with the applicable rules and
regulations. |
| 3 The Company does not have optimum combination of Board of Directors including
Independent Directors. |
The Company is m process of appointment of Key Managerial Persons other than company
secretary who is already pointed. |
22. RISK MANAGEMENT
The Companys risk management framework identifies and evaluates all the risks that the
organization faces such as strategic, financial, credit, market, liquidity, security,
property, legal, regulatory, reputational and other risks. The Company recognizes that
these risks need to be managed and mitigated to protect its shareholders and other
stakeholders, to achieve its business objectives and enable sustainable growth. The risk
framework is aimed at effectively mitigating the Companys various business and
operational risks, through strategic actions. Risk management is integral part of our
critical business activities, functions and processes. The risks are reviewed for the
change in the nature and extent of the major risks identified since the last assessment.
It also provides control measures for risks and future action plans. The Company believes
that the overall risk exposure of present and future risks remains within risk capacity.
23. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
Your company has in place the code of conduct to regulate, monitor and report trading
by Directors and Designated Employees in order to protect the investors interest as per
Securities and Exchange of Board oflndia (Prohibition oflnsider Trading) regulations,
2015. As per the code periodical disclosures and pre-clearances for trading in securities
by the Directors, Designated Employees and Connected Persons is regulated and monitored.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments under Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
25. DETAILS OF INVESTORS GRIEV ANCES/ COMPLAINTS
The Company has not received any complaints during the year. The pending complaints of
the Shareholdersllnvestors registered with SEBI at the end of the current financial year
ended on 31 st March, 2023 are NIL.
26. CORPORATE GOVERNANCE??
As per the SEBI Circular No. SEBIILAD-NRO/GN12015-l6/013 dated 2nd September, 2015, of
Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015, the Paid up equity capital as on the last day of previous financial
year and Net Worth both were not exceeding the limit as given under the regulation 15 of
the Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015. Therefore, in terms of the said circular the compliance
with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,
22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and
Para C , D and E of Schedule V, are not applicable to our Company during the year 2022-23.
27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
28. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNTIUNCLAIMED SUSPENSE ACCOUNT
As on March 31,2023, there are no shares lying in the demats suspense account or
unclaimed suspense account.
30. VIGIL MECHANISM
The Vigil Mechanism provides for (a) adequate safeguards against victimization of
persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit
Committee of the Board of Directors of the Company in appropriate or exceptional cases.
The Audit Committee of the Board has been entrusted with the responsibility of overseeing
the Vigil Mechanism.
31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (pREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. There
are no employees in the company, hence, disclosure under this Act is not applicable to the
company.
32. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received vendors and members during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
|
By order of the Board of Directors |
|
|
Sashwat Technocrats Limited |
|
|
Sd/- |
Sd/- |
|
Rohit Shantilal Doshi |
Manish Krishna Murari |
|
|
Jakhalia |
| Place: Mumbai |
Director |
Director |
| Date: 02.09.2023 |
DIN: 03065137 |
DIN: 01847156 |
+91-9892691696
