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Directors Report of Sarthak Industries Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting 41"'' Annual Report together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2025.
Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Board''s Report with the
objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the
Company.
FINANCIAL RESULTS
The Audited Standalone Financial Statements of the Company as on 31st March, 2025 are prepared in accordance with the relevant
applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(âListing Regulationsâ) and provisions of the Companies Act, 2013 (âActâ).
The performance of the Company for the financial year ended on 31st March, 2025 is summarized below:
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from operations |
20433.64 |
3043.17 |
|
Other Income |
176.83 |
350.29 |
|
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional |
530.99 |
206.38 |
|
Less: Depreciation |
35.77 |
48.33 |
|
Profit/ (Loss) before Finance Cost, Exceptional Items and |
495.22 |
158.05 |
|
Less: Finance Cost |
122.05 |
68.47 |
|
Profit/ (Loss) before Exceptional Items and Tax Expenses |
373.17 |
89.58 |
|
Add/ (Less): Exceptional items |
- |
- |
|
Profit/ (Loss) before Tax Expenses |
373.17 |
89.58 |
|
Less: Tax Expenses |
90.45 |
21.94 |
|
Profit/ (Loss) after Taxation |
282.72 |
67.64 |
|
Add/(Less): Other Comprehensive Income |
(86.40) |
72.20 |
|
Total Comprehensive Income /(Loss) for the year |
196.32 |
139.84 |
|
Earnings Per share [EPS] (Rs.10/- each) Basic & Diluted (in Rs.) |
3.04 |
0.73 |
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1st April, 2017.
The financial statements of the Company for the financial year 2024-2025 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 31st March, 2025.
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. 20,610.47 Lacs showing
increasing trend over the previous year Revenue from operations and Other Income Rs. 3,393.46 Lacs Profit before tax has Increased
and stood at Rs. 373.17 Lacs as compared to previous year figures Rs. 89.58 Lacs and Net Profit also Increased and stood at Rs.
282.72 Lacs as compared to previous year net profit Rs. 67.64 Lacs.
Your Directors are hopeful for better performance in the coming years.
DEPOSITS FROM PUBLIC
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 and as such, no amount on account of principal or interest on deposits from public was
outstanding as on the date of the March 31,2025. The Company has not received any unsecured loan from Director during the financial
year.
SHARE CAPITAL
The Authorized Share Capital of the company as on March 31â, 2025 stood as Rs. 20,00,00,000 (Twenty Crore Rupees) comprising of
Rs. 19,00,00,000 divided into 1,90,00,000 Equity shares of Rs. 10/- each and Rs. 1,00,00,000 divided into 1,00,000 Preference Share of
Rs. 100/- each.
The Paid Up Equity Share Capital as on March, 31â 2025 was Rs. 9,29,18,000 divided into 92,91,800 Equity shares of Rs. 10/- each.
Further the company has not issued any shares with differential voting rights, sweats equity shares, Bonus Shares and also not granted
stock options as prescribed in Companies Act, 2013 and rules framed there under.
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 co¬
operation 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, as
amended, 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, as amended, 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 31â March, 2025; 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
Re-appointment of Director
Ms. Deepika Arora (DIN: 07117491), Non-Executive 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.
A resolution seeking Shareholders'' approval for her re-appointment along with other required details forms part of the Notice.
Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual
Report. Re-appointment of Ms. Deepika Arora (DIN: 07117491) is appropriate and in the best interest of the Company.
Cessation of Director
During the financial year, there has been no cessation of any director in the Company.
Key Managerial Personnel (KMP)
During the period under the review, there were no changes in the composition of the Key Managerial Personnel of the company.
The following are the KMP of the Company as on March 31,2025:
⢠Mr. Ajay Peshkar, Whole-time Director
⢠Mr. Om Prakash Mundra, Chief Financial Officer
⢠Ms. Riya Bhandari, Company Secretary
Declaration by Director
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 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, as amended.
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.
NOMINATION AND REMUNERATION POLICY
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 Company''s website. The web-link as required under
the Act is as under: https://www.sarthakindustries.com/.
LISTING OF SHARES
The equity shares of the Company are listed on the BSE Limited (BSE). The listing fee for the year 2025-26 has already been paid to the
Stock Exchange.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on 31.03.2025, the Company does not have any subsidiary company or joint venture or associate company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 11 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 07.02.2025, without the attendance of Executive
Directors and members of management. All the Independent Directors were present in that meeting.
NUMBER OF COMMITTEE MEETINGS & ATTENDANCE
The details of the Committee Meetings and respective attendance of Members therein are provided in the Corporate Governance Report
forming part of Annual Report
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 bearing Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004.
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 adequate internal financial control systems commensurate with its nature of business and size of the operations of the
Company including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and to monitor and
ensure compliance with applicable laws, rules, and regulations.
The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The Company''s internal audit
process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether
the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and
exceptions (if any) are justified and reported properly.
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
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors.
Certain transactions, which were repetitive in nature, were approved through the omnibus route. As per the Listing Regulations, any
related party transaction exceeding Rs. 1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial
statement whichever is lower, is considered as material and requires the Members'' approval. Accordingly, the Company sought and
obtained the necessary Members'' approval for the year under review. However, there were no transactions with any related parties falling
under the scope of Section 188 of the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of
the Act in Form AOC-2 is not applicable for FY 2025 and does not form part of this report.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company''s website at the link:
http://sarthakindustries.com/upload/investors_file/CTM618510472.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 ââAnnexure Aâ
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 ââAnnexure Bâ 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, as amended, adopted by the Board,
The Details of the said Policy is available on website of the Company i.e. https://www.sarthakindustries.com/policy-and-
disclosures and annexed as "Annexure Câ.
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, as amended, to report
genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company''s website i.e.
https://www.sarthakindustries.com/assets/pdf/Vigil_Mechanism_and_Whistle_Blower_Policy.pdf.
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, as amended, 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 Board''s 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
STATUTORY AUDITOR
At the 39th Annual General meeting held for the financial year ended 31.03.2023 on 11th August, 2023, M/s. Ashok Khasgiwala & Co. LLP,
Chartered Accountants (Firm Registration No. 000743C/C400037), were appointed as the Statutory Auditors of the Company to the
Members for the period of five year from the conclusion of 39th Annual General Meeting of the Company till the conclusion of 44th Annual
General Meeting of the Company.
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 AUDITOR AND COST AUDIT REPORT
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 2025-26. The Cost Audit Report for the year 2023¬
24 was filed with the Central Government within time.
INTERNAL AUDITORS
Internal Audit for the year ended March 31,2025 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 Company''s internal control environment and monitors the implementation of audit recommendations.
The Board has re-appointed M/s. ''S K Malani & Co.'' (Firm Registration Number: 159090W), as Internal Auditor of the company for the
year ended March 31,2026.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
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 2024-2025.
M/s. Ajit Jain & Co.,, Practicing Company Secretaries, Secretarial Auditors, is proposed to be appointed on the basis of recommendation
of Board of Directors as the Secretarial Auditors of the Company from the conclusion of this 41"'' Annual General Meeting till the
conclusion of 46''h Annual General Meeting of the Company pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended and Section 204 of the Companies Act, 2013 and rules made thereunder,
subject to approval of shareholder of the company in the 41st Annual General Meeting of the Company. Written consent of the Secretarial
Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in the
terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.
Secretarial Audi'' Report:
Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and shall annex with its
Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.
Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its periodic secretarial
audit report before the Board. This approach has resulted in detecting areas of improvement early and strengthened our level of
compliance reporting.
The Secretarial Audit Report for the financial year 2024-2025 is annexed herewith as âAnnexure Dâ 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, as amended; The Details of
the said code is available on website of the Company at the weblink:
h''''p://"ar''hakindu"''rie".com/upload/inve"''or"_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, as amended, is not applicable to your Company for the financial year ending March 31,2025.
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.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:
Not Applicable, as there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in
valuation does not arise
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
Your Company has 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.
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 2024-2025 as under:
|
S. NO |
FACILITIES |
RATING AGENCY |
AS ON |
AS ON |
REASON FOR |
|
1. |
Non-fund- based limit |
India Ratings and Research |
IND A4 |
IND A4 |
Not applicable |
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, the annual return is available at Company''s 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 2024-2025 and hence no complaint is outstanding as on 31.03.2025
for redressal.
(a) Number of complaints of sexual harassment received in the year: Nil;
(b) Number of complaints disposed off during the year: Nil;
(c) Number of cases pending for more than ninety days: Nil.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the applicable provisions
of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing breaks, work from home provisions(where
applicable), creche facility (where required) and protection against dismissal during maternity leave.
The Company is deeply committed to promoting women''s empowerment through progressive policies, leadership opportunities, and
continuous support for work-life balance. Regular reviews ensure that our practices align with both legal standards and our core values of
equality and inclusivity to fostering a compliant, equitable and employee- friendly environment in line with intent and spirit of the Maternity
Benefit Act, 1961.
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
AJAY PESHKAR DEEPIKA ARORA
Whole-time Director Director
DIN: 03094090 DIN:07117491
Place: Indore
Dated: 20th August, 2025
Mar 31, 2024
The Directors have pleasure in presenting 40th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2024.
Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Board''s Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.
The audited financial statements of the Company as on 31st March, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and provisions of the Companies Act, 2013 (âActâ).
The performance of the Company for the financial year ended on 31st March, 2024 is summarized below:
|
f Rs. In Lacs (Except EPS)] |
||
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from operations |
3043.17 |
5827.58 |
|
Other Income |
350.27 |
337.36 |
|
Profit/ (Loss) before Depreciation, Finance Cost, Exeptional items & Tax Expenses |
206.34 |
268.12 |
|
Less: Depreciation |
48.33 |
70.88 |
|
Profit/ (Loss) before Finance Cost, Exceptional Items and Tax Expenses |
158.01 |
197.24 |
|
Less: Finance Cost |
68.47 |
93.81 |
|
Profit/ (Loss) before Exceptional Items and Tax Expenses |
89.54 |
103.43 |
|
Add/ (Less): Exceptional items |
- |
- |
|
Profit/ (Loss) before Tax Expenses |
89.54 |
103.43 |
|
Less: Tax Expenses |
21.94 |
27.53 |
|
Profit/ (Loss) after Taxation |
67.60 |
75.90 |
|
Add/(Less): Other Comprehensive Income |
72.20 |
(144.15) |
|
Total Comprehensive Income /(Loss) |
139.80 |
(68.25) |
|
Balance brought forward from previous year |
3184.36 |
3252.60 |
|
Amount available for appropriation |
3091.86 |
3184.36 |
|
APPROPRIATION (Issue of bonus shares from securities premium account) |
-- |
232.30 |
|
Amount Carried to Balance sheet |
3091.86 |
2952.06 |
|
Paid Up Equity Share Capital |
929.18 |
929.18 |
|
Earnings Per share [EPS] (Rs.10/- each) Basic & Diluted (in Rs.) |
0.73 |
0.82 |
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1st April, 2017. The financial statements of the Company for the financial year 2023-24 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.
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.
The Board of Directors has not proposed any amount for transfer to reserves for the year ended 31st March 2024.
During the year there was no change in the nature of business of the company.
During the year under review, Revenue from operations and Other Income of the Company stood at Rs. 3393.44 Lacs showing decreasing trend over the previous year Revenue from operations and Other Income Rs. 6,164.94 Lacs. Profit before tax has decreased and stood at Rs. 89.54 Lacs as compared to previous year figures Rs. 103.43 Lacs and Net Profit also decreased and stood at Rs. 67.60 Lacs as compared to previous year net profit Rs. 75.90 Lacs. Your Directors are hopeful for better performance in the coming years.
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.
The Authorized Share Capital of the company as on March 31st, 2024 stood as Rs. 20,00,00,000 (Twenty Crore Rupees) comprising of Rs. 19,00,00,000 divided into 1,90,00,000 Equity shares of Rs. 10/- each and Rs. 1,00,00,000 divided into 1,00,000 Preference Share of Rs. 100/- each.
The Paid Up Equity Share Capital as on March, 31â 2024 was Rs. 9,29,18,000 divided into 92,91,800 Equity shares of Rs. 10/- each.
Further the company has not issued any shares with differential voting rights, sweats equity shares, Bonus Shares and also not granted stock options as prescribed in Companies Act, 2013 and rules framed there under.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and Protection Fund.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT
There has not been any such revision during the year under report.
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) read with Section 134(5) of the Companies Act, 2013:
I) That in the preparation of the annual accounts for financial year ended 31â March, 2024; 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
During the period under the review the following changes has been occurred in the composition of the Board of Directors of the company:
Mr. Yogender Mohan Sharma has resigned from the post of 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.
Mr. Udesh Dassani, ceased to be the Non-executive Independent Director effective from 31st March, 2024 of the company as he completed his second tenure of five consecutive years.
The Board expresses their deep appreciation & gratitude to him for his valuable contribution and guidance during his association with the company.
Mr. Vijay Kumar Rathi, Non-Executive Independent Director of the company has resigned from the post of directorship w.e.f. closing hours of 13th October, 2023 due to his advancing age and certain health related issues. The Board appreciates the services rendered by him in the capacity of Non-executive Independent Director.
The Board of Directors at its meeting held on 19th May, 2023 appointed Mr. Ajay Peshkar (DIN: 03094090) as Additional cum Whole-Time Director of the Company for a period of three years w.e.f. 19th May, 2023 and approval of members of the company has been taken in the 39th Annual General Meeting held on 11th August, 2023.
The Board of Directors at its meeting held on 14th July, 2023 appointed Mrs. Ankita Hasmukhdas Sethi (DIN: 08467476) as an Additional cum Independent Director of the Company for a term of five consecutive years with effect from 01st August, 2023 and approval of members of the company has been taken in the 39th Annual General Meeting held on 11th August, 2023.
The Board of Directors at its meeting held on 14th July, 2023 appointed Mr. Shashikant Padgil (DIN: 07896216) as an Additional cum Independent Director of the Company for a term of five consecutive years with effect from 01st August, 2023 and approval of members of the company has been taken in the 39th Annual General Meeting held on 11th August, 2023.
Mr. Ajay Peshkar, Whole - Time Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for re-appointment.
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 period under the review, there were no changes in the composition of the Key Managerial Personnel of the company. 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.
NOMINATION AND REMUNERATION POLICY
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 Company''s website. The web-link as required under the Act is as under: https://www.sarthakindustries.com/.
The equity shares of the Company are listed on the BSE Limited (BSE). The listing fee for the year 2024-25 has already been paid to the Stock Exchange.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on 31.03.2024, the Company does not have any subsidiary company or joint venture or associate company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 11 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 14.02.2024, without the attendance of Executive Directors and members of management. All the Independent Directors were present in that meeting.
NUMBER OF COMMITTEE MEETINGS & ATTENDANCE
The details of the Committee Meetings and respective attendance of Members therein are provided in the Corporate Governance Report forming part of Annual Report
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.
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.
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
The Company has adequate internal financial control systems commensurate with its nature of business and size of the operations of the Company including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and to monitor and ensure compliance with applicable laws, rules, and regulations.
The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The Company''s internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly.
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.
All related party transactions that were entered into during the financial year were on arm''s 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 Company''s 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 ââAnnexure Aâ 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 ââAnnexure Bâ 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, The Details of the said Policy is available on website of the Company i.e. https://www.sarthakindustries.com/policy-and-disclosures and annexed as "Annexure Câ.
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 Company''s website i.e. www.sarthakindustries.com.
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 Board''s 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.
At the 39th Annual General meeting held for the financial year ended 31.03.2023 on 11th August, 2023, M/s ASHOK KHASGIWALA & CO. LLP, Chartered Accountants (Firm Registration No. 000743C/C400037), were appointed as the Statutory Auditors of the Company to the Members for the period of five year from the conclusion of 39th Annual General Meeting of the Company till the conclusion of 44th Annual General Meeting of the Company.
Further, the company has received a certificate from the 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 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.
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.
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 2024-25. The Cost Audit Report for the year 202223 was filed with the Central Government within time.
Internal Audit for the year ended March 31,2024 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 Company''s internal control environment and monitors the implementation of audit recommendations. The Board has re-appointed M/s ''S K Malani & Co.'' (Firm Registration Number: 159090W), as Internal Auditor of the company for the year ended March 31,2025.
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 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as âAnnexure Dâ forming part of this report.
There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.
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 31,2024.
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.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable, as there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise
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.
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 obtained along with revisions thereto for bank facilities of the Company during FY 2023-24 as under:
|
S. NO. |
FACILITIES |
RATING AGENCY |
AS ON 01.04.2024 |
AS ON 31.03.2024 |
REASON FOR DOWNGRADE IN CREDIT RATINGS |
|
1. |
Non-fund- based limit |
India Ratings and Research Private Limited |
IND A4 |
IND A4 |
Not applicable |
Pursuant to the provisions of Section 92(3) of the Companies Act, the annual return is available at Company''s 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 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.
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 DIRECTORSAJAY PESHKAR DEEPIKA ARORA
Whole-time Director Director
DIN: 03094090 DIN:07117491
Place: Indore Dated: 03rd August, 2024
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting 31st Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2015.
FINANCIAL RESULTS
The performance of the Company for the financial year ended on 31st
March, 2015 is summarized below:
(Rs. In Lacs)
Particulars 2014-15 2013-14
(01.04.2014- (01.04.2013-
31.03.2015) 31.03.2014)
Sales and other Income 9,996.29 11,733.68
Gross Profit/ (Loss) 102.53 (1,081.39)
Depreciation 60.96 51.00
Profit/ (Loss) before tax 41.57 (1,132.39)
Provision for Taxation for the year 14.43 137.65
Profit/ (Loss) after Taxation 27.14 (1,270.04)
Balance brought forward from previous (411.68) 858.36
year
Adjustment of Depreciation as per (25.01) -
schedule II
of the Companies Act, 2013
Amount available for appropriation (409.55) (411.68)
APPROPRIATION
Amount Carried to Balance sheet (409.55) (411.68)
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
During the year, the Company has not transferred any amount in General
Reserve.
OPERATIONS
During the year under review, Sales and Other Income of the Company
stood at Rs. 9,996.29 Lacs showing decreasing trend over the previous
year but Profit before tax has increased and stood at Rs. 102.53 Lacs
as compared to previous year Loss Rs. 1081.39 Lacs and Net Profit also
increased and stood at Rs. 27.14 Lacs as compared to previous year net
loss Rs. 1270.04 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.
SHARE CAPITAL
During the year under review, the Company has not raised any paid up
share capital. The Paid up Equity Share Capital as at 31st March 2015
stood at Rs. 6,96,88,500/-. The Company has not issued shares with
differential voting rights nor has granted any stock option or sweat
equity shares. As on 31st March 2015, none of the Directors of the
Company hold instruments convertible into equity shares of the Company.
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
co-operation extended by all the employees in maintaining cordial
relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report, Corporate
Governance Report and Auditors' Certificate regarding compliance of
conditions of Corporate Governance are made a part of the 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, 2015; 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 and 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
Mr. Sartajsing Chhabra, Director of the Company retires by rotation in
accordance with the provisions of the Articles of Association of the
Company and being eligible offer himself for re- appointment.
Mr. Virendra Kumar Gupta has been ceased from the Directorship of the
Company due to sad demise on 22.05.2014. The Board appreciates the
services rendered by him during his association with your Company.
Mrs. Deepika Arora was appointed as an Additional Director by the Board
of the Company with effect from 16th March, 2015 and holds office upto
the date of this Annual General Meeting. Your Company has received a
notice in writing proposing her candidature for the office of Director
of the Company liable to retire by rotation.
During the year under review, the members approved the appointments of
Mr. Udesh Dassani and Mr. Vijay Rathi, as Independent Directors who are
not liable to retire by rotation and Mr. Yogender Mohan Sharma as a
Whole-time Director of the Company.
The Board designated Mr. Amit Jain, Company Secretary as Key Managerial
Personnel of the Company and appointed Mr. Vijay Agrawal as Chief
Financial Officer (CFO) and Key Managerial Personnel of the Company
w.e.f. 01.07.2014 under Section 203 of the Companies Act, 2013 and
rules made thereunder. Mr. Vijay Agrawal has resigned from the post of
CFO w.e.f. 01.03.2015 due to his pre-occupations and Mr. Kailash Kumar
Agarwal has been appointed by the Board as Chief Financial Officer
(CFO) and Key Managerial Personnel of the Company w.e.f. 11.04.2015.
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 directors is disqualified
holding office as director.
Details of the proposal for appointment/ re-appointment of Directors
are mentioned in the Notice of the Annual General Meeting.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiary or joint venture or associate
Company during the year.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 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.
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
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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.
None of Independent Directors are due for re-appointment.
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://www.sarthakindustries.com/images/Familiarisation%20Programme-SIL
.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 arm's 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.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.sarthakindustries.com/images/Related Party Policy.pdf
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
None of the employee has received remuneration exceeding the limit as
stated in Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
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.
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, 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 Clause 49 of the Listing Agreement to report genuine concerns or
grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed
on the Company's website i.e. www.sarthakindustries.com.
RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the Listing Agreement, 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
The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire
at the forthcoming Annual General Meeting and are eligible for
re-appointment. The Company has received a certificate from the
auditors to the effect that if they are re-appointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013 and they are not disqualified for such appointment.
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,
(Membership No. 13212) as Cost Auditors of the Company for conducting
the audit of cost records maintained by the Company for the financial
year 2014-15.
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 2014-15. The Secretarial Audit
Report for the financial year 2014-15 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.
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.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in form MGT 9 is annexed herewith as
"Annexure E" forming part of this report.
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 2014-15 and hence no complaint is outstanding as on
31.03.2015 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 For and on behalf of the
Board of Directors Board of Directors
YOGENDER MOHAN SHARMA SARTAJSING CHHABRA
Whole-time Director Director
DIN: 03644480 DIN:05342507
Place: Indore
Dated: 14th August, 2015
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting 30th Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2014.
FINANCIAL RESULTS
Particulars 2013-14 2012-13
(01.04.2013-31.03.2014) (01.04.2012-
31.03.2013)
Sales and other Income 11,733.68 11,134.24
Gross Profit/ (Loss) (1,081.39) 152.7
Depreciation 51.00 57.54
Profit/ (Loss) before tax (1,132.39) 95.16
Provision for Taxation for
the year 137.65 30.01
Profit/ (Loss) after Taxation (1,270.04) 65.15
Balance brought forward from
previous year 858.36 793.21
Amount available for
appropriation (411.68) 858.36
APPROPRIATION
Amount Carried to Balance sheet (411.68) 858.36
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.
OPERATIONS
During the year under review, Sales and Other Income of the Company
stood at Rs. 11,733.68 Lacs showing increasing trend over the previous
year but Profit before tax has decreased and stood at Loss Rs. 1132.39
Lacs as compared to previous year profit Rs. 95.16 Lacs and Net Profit
also decreased and stood at Loss Rs. 1270.05 Lacs as compared to
previous year net profit Rs. 65.15 Lacs. Your Directors are hopeful for
better performance in the coming years.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
INSURANCE
All properties and insurable interests of the Company including
Building and Plant & Machinery have been adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per section 217(1)(e) read with Companies (Disclosures
of Particulars in the report of Board of Directors) Rules, 1988 are
given in the ''Annexure A'' forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended till date.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial relations were harmonious throughout the year. The Board
wishes to place on record their sincere appreciation to the
co-operation extended by all employees in maintaining cordial
relations.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreements with the stock
exchanges, a Management Discussion and Analysis Report, Corporate
Governance Report and Auditors'' certificate regarding compliance of
conditions of corporate governance are made a part of the annual
report.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Company is in compliance with various accounting and financial
reporting requirements in respect of the financial statement for the
period under review. Pursuant to section 217(2AA) of the Companies Act,
1956, and in respect of the annual accounts for the period under
review, the directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
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 or loss
of the Company for that period;
(iii) proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities have been taken to the best of
their knowledge and ability;
(iv) the annual accounts have been prepared on a "going concern basis".
DIRECTORS
Mr. Sartajsing Chhabra, Director of the Company retires by rotation in
accordance with the provisions of the Articles of Association of the
Company and being eligible offer himself for reappointment.
Mr. Virendra Kumar Gupta has been ceased from the Directorship of the
Company due to sad demise on 22.05.2014. The Board appreciates the
services rendered by him during his association with your Company.
Mr. Yogender Mohan Sharma was appointed as an Additional cum Whole-time
Director by the Board of the Company with effect from 15th July, 2014
subject to approval of shareholders and holds office upto the date of
this Annual General Meeting. Your Company has received a notice in
writing from a member proposing his candidature for the office of
whole-time director. The Board of Directors recommends his appointment.
Pursuant to the provisions of Section 149 and other applicable
provisions of the Companies Act, 2013, Mr. Vijay Rathi and Mr. Udesh
Dassani are proposed to be appointed as Independent Directors of the
Company for five consecutive years for a term upto 31st March, 2019.
They qualify to be an Independent Director pursuant to the provisions
of Section 149(6) of the Companies Act, 2013.
Details of the proposal for appointment/ re-appointment of Directors
are mentioned in the Notice of the Annual General Meeting.
AUDITORS & AUDITORS REPORT
M/s. Ashok Khasgiwala & Co., Chartered Accountants, Statutory Auditors
of the Company hold office until the conclusion of the forthcoming
Annual General Meeting and are eligible for re- appointment. The
Company has received letters from them to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and also that they are not
otherwise disqualified within the meaning of sub section (3) of section
226 of the Companies Act, 1956, for such appointment.
Regarding the qualification marked by the auditors in their auditor''s
report, the same are self explanatory and therefore do not call for any
further comments.
COST AUDIT
Your Company has appointed M/s A. Goyal & Co., Cost Accountants, (Firm
Registration no. 101308) as Cost Auditor of the year 2013-14, with the
consent of the Central Government, for the audit of cost accounts
maintained by the Company.
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 For and on behalf of the
Directors Board of Directors
YOGENDER MOHAN SHARMA SARTAJSING CHHABRA
Director Director
DIN: 03644480 DIN: 05342507
Place: Indore
Dated: 14th August, 2014
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting 29th Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2012-13 2011-12
(01.04.2012-31.03.2013) (01.07.11-31.03.12)
Sales and other Income 11,134.24 12,571.14
Gross Profit 152.7 133.32
Depreciation 57.54 48.19
Profit before tax 95.16 85.13
Provision for Taxation
for the year 30.01 32.51
Profit after Taxation 65.15 52.62
Balance brought forward
from previous year 793.21 740.59
Amount available for
appropriation 858.36 793.21
APPROPRIATION
Amount Carried to Balance
sheet 858.36 793.21
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.
OPERATIONS
During the year under review, Sales and Other Income of the Company
stood at Rs. 11,134.24 Lacs showing decreasing trend over the previous
year but Profit before tax has increased by 11.78% at Rs. 95.16 Lacs
and Net Profit also increased by 23.81% at Rs. 65.15 as compared to
previous year. Your Directors are hopeful that in the coming years, the
profitability of the Company will increase.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
INSURANCE
All properties and insurable interests of the Company including
Building and Plant & Machinery have been adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per section 217(l)(e) read with Companies (Disclosures
of Particulars in the report of Board of Directors) Rules, 1988 are
given in the annexure forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended till date.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial relations were harmonious throughout the year. The Board
wishes to place on record their sincere appreciation to the
co-operation extended by all employees in maintaining cordial
relations.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreements with the stock
exchanges, a Management Discussion and Analysis Report, Corporate
Governance Report and Auditors'' certificate regarding compliance of
conditions of corporate governance are made a part of the annual
report.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Company is in compliance with various accounting and financial
reporting requirements in respect of the financial statement for the
period under review. Pursuant to section 217(2AA) of the Companies Act,
1956, and in respect of the annual accounts for the period under
review, the directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
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 or loss
of the Company for that period;
(iii) proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities have been taken to the best of
their knowledge and ability;
(iv) the annual accounts have been prepared on a "going concern basis".
DIRECTORS
Mr. Vijay Rathi, Director of the Company retires by rotation in
accordance with the provisions of Articles of Association of the
Company and being eligible offer himself for re-appointment.
Mr. Sanjay Sharma has resigned from the Directorship of the Company
w.e.f. 30.08.2012. The Board appreciates the services rendered by him
during his association with your Company.
Mr. Sartajsing Chhabra, who was appointed by the Board on 30.08.2012 as
an additional director of the Company, has been appointed as a Director
of the Company by the members of the Company in the Annual General
Meeting held on 29.09.2012.
The Board of Directors at their meeting held on 12th November, 2012
re-appointed Mr. Virendra Kumar Gupta as an Executive Director of the
Company for a period of 5 years with effect from 02nd January, 2013.
The Board of Directors recommends his re-appointment.
AUDITORS & AUDITORS REPORT
M/s. Ashok Khasgiwala & Co., Chartered Accountants, Statutory Auditors
of the Company hold office until the conclusion of the forthcoming
annual general meeting and are eligible for re- appointment. The
Company has received letters from them to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and also that they are not
otherwise disqualified within the meaning of sub section (3) of section
226 of the Companies Act, 1956, for such appointment.
Regarding the qualification marked by the auditors in their auditor''s
report, the same are self explanatory and therefore do not call for any
further comments.
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
Place: Indore (V.K. GUPTA)
Dated: 31st August, 2013 Executive Director
Mar 31, 2010
The Directors have pleasure in presenting 26th Annual Report together
with the Audited Statement of Accounts of the company for the year
ended 31st March, 2010.
FINANCIAL RESULTS
(Rs.in Lacs)
Particulars 2009-10 2008-09
Sales and other Income 5882.86 5003.36
Gross Profit 111.01 83.33
Depreciation 17.13 17.21
Profit before tax 93.88 66.12
Provision for Taxation for the year 15.76 5.12
Profit after Taxation 78.12 71.24
Balance brought forward from previous year 597.75 526.51
Amount available for appropriation 675.87 597.75
APPROPRIATION
Amount Carried to Balance sheet 675.87 597.75
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.
OPERATIONS
Sales and other income of the Company stood at Rs. 5882.86 Lacs showing
an increasing trend over the previous year. Profit before tax was Rs.
93.88 Lacs as compared to previous year figure of Rs. 66.12 Lacs.
Profit after tax increased to Rs. 78.12 Lacs from previous year figure
of Rs. 71.24 Lacs. Your Directors are hopeful that in the coming
years, the profitability of the Company will increase.
PUBLIC DEPOSITS
The company has not accepted any deposits from the public during the
year under review.
INSURANCE
All properties and insurable interests of the company including
Building and Plant & Machinery have been adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per section 217(1)(e) read with Companies (Disclosures
of Particulars in the report of Board of Directors) Rules, 1988 are
given in the annexure forming part of this report.
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial relations were harmonious throughout the year. The Board
wishes to place on record their sincere appreciation to the
co-operation extended by all employees in maintaining cordial
relations.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreements with the stock
exchanges, a Management Discussion and Analysis Report, Corporate
Governance Report and Auditors certificate regarding compliance of
conditions of corporate governance are made a part of the annual
report.
DIRECTORS RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statement for the
period under review. Pursuant to section 217(2AA) of the Companies Act,
1956, and in respect of the annual accounts for the period under
review, the directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
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 or loss
of the company for that period;
(iii) proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities have been taken to the best of
their knowledge and ability;
(iv) the annual accounts have been prepared on a Ãgoing concern basisÃ.
DIRECTORS
Shri Udesh Dassani, Director of the Company retires by rotation in
accordance with the provisions of Articles of Association of the
Company and being eligible offer himself for re- appointment.
AUDITORS & AUDITORS REPORT
M/s. Ashok Khasgiwala & Co., Chartered Accountants, Statutory Auditors
of the company hold office until the conclusion of the forthcoming
annual general meeting and are eligible for re- appointment. The
company has received letters from them to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1-B) of the Companies Act, 1956 and also that they are not
otherwise disqualified within the meaning of sub section (3) of section
226 of the Companies Act, 1956, for such appointment.
Regarding the qualification marked by the auditors in their auditors
report, the same are self explanatory and therefore do not call for any
further comments.
ACKNOWLEDGEMENTS
The directors wish to convey their appreciation to all of the companys
employees 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
Place: Indore V.K. GUPTA
Dated: 4th September, 2010 Executive Director
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