Sashwat Technocrats Ltd Directors Report

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Jun 11, 2024|12:00:00 AM

Sashwat Technocrats Ltd Share Price directors Report

To,

The Members,

Sashwat Technocrats Limited

Your Directors have the pleasure in presenting the 48thAnnual 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, 2024.

1. FINANCIAL RESULTS:

The Companys performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

Particulars

Amount

2023-24

2022-23

Sales & other Income

19,46,247

10,49,415

Less: Expenditure

9,16,298

40,06,966

Less: Exceptional Items

-

-

Profit/(Loss) before tax

10,29,949

(29,57,551)

Less: Tax Expenses

(224)

(10,901)

Other Comprehensive Income

-

-

Profit/(Loss) after tax

10,29,725

(29,68,452)

2. OPERATIONS

The total income for the year under review was Rs.19,46,247/- as compared to Rs.10,49,415/- in the previous year. The Company has earned a profit of Rs.10,29,725/- as compared to a Loss of (Rs.29,68,452/-) in the previous year.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2023-24.

4 . SHARE CAPITAL

The paid up equity capital as on March 31, 2024 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 of the business of your Company.

6. 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 2023-24.

Form DPT 3 - Reporting of amount not considered as deposit for FY 2023-24 filed by the company on 20.06.2024 respectively.

7. LOAN FROM DIRECTORS

During the year under review, the company did not borrow any amount from the directors or relative of the directors.

8. COMPOSITION OF THE BOARD

The present composition of the Board of the Company is as follows:

Sr. Name of Director No.

Designation

Category

1 Mr. Rohit Doshi Chairman / Promoter & Non-Executive
Director Director
2 Mr. Manish Jakhalia Director Non-Executive Director
3 Ms. Shatabdi Suresh Director Non-Executive Woman Director
Jadhav

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.

Mr. Prakhar Singh Taunk, Company Secretary and Compliance Officer appointed w.e.f. 01.06.2024 in place of Mr. Akshar Jagdish Patel, Company Secretary and Compliance Officer who resigned due to his personal reason w.e.f. 13th May 2024.

9. 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:

Sr. Date of Board Meeting No.

Total No. of Directors as on the date of the Board Meeting

No. of Directors present at the Meeting

1 24.05.2023

3

3

2 18.07.2023

3

3

3 09.08.2023

3

3

4 02.09.2023

3

3

5 09.11.2023

3

3

6 15.12.2023

3

3

7 09.02.2024

3

3

8 25.03.2024

3

3

10. COMMITTEES OF THE BOARD:

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration 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

Mr. Rohit Doshi Chairman Non-Executive Director
Mr. Manish Jakhalia Member Non-Executive Director
Ms. Shatabdi Suresh Jadhav Member Non Executive Woman Director

b. 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:

Sr. No. Date of Audit Committee Meeting

Total No. of Members as on the date of the Audit Committee Meeting

No. of Members present at the Meeting

1 24.05.2023

3

3

2 09.08.2023

3

3

3 09.11.2023

3

3

4 09.02.2024

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. Rohit Doshi Chairman Non-Executive Director
Mr. Manish Jakhalia Member Non Executive Director
Ms. Shatabdi Suresh Jadhav Member Non Executive Woman 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:

Sr. No.

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

1

24.05.2023

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.

11. 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 industry 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.

12. 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.

During the year, the company has paid remuneration of Rs.3,00,000/- to the Company Secretary and Compliance Officer.

13. 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".

14. 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 profit 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.

15. INTERNAL FINANCIAL 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, 2024 as per Annexure ‘B to the Financial statement of the company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

17. 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.com/

18. 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.

19 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 2023-24.

20. RELATED PARTY TRANSACTIONS

The transactions entered with Related Parties during the financial year 2023-2024 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) of the 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 of Rs, 25,000/- to the Director for attending the meeting during the year under review.

21. 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.

22. STATUTORY AUDITOR

M/s. S A R A & Associates, Chartered Accountants (FRN 120927W) were appointed as Statutory Auditors of the Company, for a term of five years, at the Annual General Meeting held on 30th September, 2019 and their term is expiring in the conclusion of the upcoming Annual General Meeting.

The Audit Committee recommended appointment of M/s JMT & Associates, Chartered Accountants (FRN 104167W) as the Auditor of the Company for a period of 5 years starting from the conclusion of upcoming Annual General Meeting till the conclusion of the Annual General Meeting to be held in year 2029. They have confirmed that they are not disqualified as Auditors of the Company.

As required under the provisions of Section 139 (1) of the Companies Act, 2013, the company has received a written consent from M/s. JMT & Associates, Chartered Accountants, Mumbai (FRN 104167W) to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

23. EXPLANATION(S) / COMMENT(S) TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS:

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.

24. DETAILS OF FRAUDS REPORTED BY AUDITOR

During the Financial Year 2023-24, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company pursuant to provisions of Section 143(12) of the Companies Act, 2013.

25 . APPOINTMENT OF COST AUDITOR:

The provision of section 148 of the Act relating to Appointment of cost auditor are not applicable to the Company.

26 . MAINTENANCE OF COST RECORDS

During the Financial Year 2023-24, the Company was not required to maintain any cost records.

27. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the Rules made there under, Ms. Manisha Chindarkar (M.No. A46479), Practicing Company Secretary appointed as Secretarial Auditor of the Company for Financial Year 2023-24. The Secretarial Audit Report issued attached herewith as "Annexure A".

Sr. Qualification by the Secretarial Auditor No.

Managements reply/ clarification

1 The Company has not appointed Internal Auditors The Company is in process of appointment of Internal Auditor.
2 The Company does not have proper composition of the Key Managerial Personnel The Company is in process of appointment of such number of
i.e. Managing Director/Whole Time Director or Chief Executive Officer & Chief Finance Officer in the Company. Hence, the company is Active Non-Compliant Directors so as to make the composition of Board and committees in accordance with the applicable rules and regulations.
as per the MCA website
3 The Company does not have optimum combination of Board of Directors including The Company is in process of appointment of Key Managerial
Independent Directors. Persons and Independent Directors other than company secretary who is already appointed.

28. 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.

29. 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 of India (Prohibition of Insider 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.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made during the Financial Year 2023-24, if any, have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended March 31, 2024, as per the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013.

31. DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2024 are NIL.

32. CORPORATE GOVERNANCE

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 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 2023-24.

33. 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).

34. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

As on March 31, 2024, there are no shares lying in the demats suspense account or unclaimed suspense account.

35. 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.

36. 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.

37. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

38. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

During the year, there was no instance of onetime settlement with any Bank or Financial Institution since there is no borrowing by the company from bank or financial institution.

39. SECRETARIAL STANDARDS

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") as may be amended from time to time.

40. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from vendors and members during the year under review.

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