Tahmar Enterprises Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 31st Annual Report on the
business and operations together with the Audited Financial Statements of the Company for
the year ended on March 31, 2022.
1. FINANCIAL RESULTS
| Particulars |
For the year ended March 31, 2022 |
For the year ended March 31, 2021 |
| Total Income |
0.91 |
0.60 |
| Earnings before interest, depreciation and tax |
(10.32) |
(8.72) |
| Interest and Finance Charges |
- |
- |
| Depreciation |
- |
- |
| Profit/(loss) before exceptional item |
(10.32) |
(8.72) |
| Profit on sale of fixed assets |
- |
- |
| Profit/(loss) before Taxation |
(10.32) |
(8.72) |
| Provision for Current Tax |
- |
- |
| Provision for Deferred Tax |
- |
- |
| Profit after tax |
(10.32) |
(8.72) |
| Earnings per Equity share-Basic & Diluted |
(0.33) |
(0.28) |
2. PERFORMANCE
In the previous year, the company continued its business operations of trading in paper
products. This activity needs working capital. The company has not been able to raise
working capital and hence the operations during the year have been minimal. Due to fixed
overheads the company has incurred losses during the year.
3. DIVIDEND
In view of losses the Board of Directors, do not propose any dividend for the financial
year ended 31st March, 2022.
4. TRANSFER TO RESERVE
For the year under review, no amount has been transferred to General Reserve.
5. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2022 was Rs. 3,11,89,000/-. The
Company has not issued and allotted any securities during the year ended March 31, 2022.
6. FINANCE
Cash and cash equivalent as at March 31, 2022 was Rs. 1.75/- Lacs. against Rs. 1.69/-
Lacs last year.
7. DEPOSITS
During the year under review the Company has not accepted any deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies
[Acceptance of Deposits] Rules, 2014.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investment have been disclosed in the
financial statements.
9. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management
Discussion & Analysis is presented in separate section forming part of the Annual
Report as Annexure 1.
10. CORPORATE GOVERNANCE:
Pursuant to Regulation 15 (2), of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) shall not be
mandatory, for the time being, in respect of the listed entity having paid up equity share
capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the
last day of the previous financial year. As our company’s paid up equity share
capital is not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the
last day of the previous financial year, compliance with Regulation Para C, D and E of
schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report on Corporate Governance
is not applicable.
11. DIRECTORS & KMP
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company’s Articles of Association, Mr. Kamini Kamal Johari [DIN: 00082178], retires
by rotation and, being eligible, has offered himself for reappointment.
The details of directors during the year are as follows;
| Sr. No Din |
Name of Director |
Designation |
Original Date of Appointment |
Date of Cessation |
| 1 00082178 |
Manish Dharanendra Ladge |
Director |
22-12-2014 |
NA |
| 2 00322226 |
Mahesh Salamatrai Makhijani |
Independent Director |
30-01-2015 |
NA |
| 3 01309286 |
Kamini Kamal Johari |
Managing Director |
22-12-2014 |
NA |
| 4 06579510 |
Krishnamurthy Anantharayanan |
Independent Director |
30-01-2015 |
NA |
| 5 01278041 |
Rajshekhar Cadakketh Rajasekhar Nair |
Executive Director |
04-08-2022 |
NA |
| 6 01203100 |
Sarita Sequeira |
Executive Director |
04-08-2022 |
NA |
12. EXTRACT OF ANNUAL RETURN
A copy of Annual Return as required under the Companies Act, 2013 together Form MGT-7
have been placed on the Company’s website, the web link for the same is
www.sardapapers.com.
13. MEETINGS
During the year under review, the Board mates 5 times on (1) 30.06.2021, (2)
13.08.2021, (3) 12.11.2021 ,(4) 04.02.2022, (5) 14.02.2022; The intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013 and the
Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the
Meetings of the board of Directors are set as follows:
| Name |
Designation |
Number of Board Meeting attended |
Last AGM attended |
| Manish Dharanendra Ladage (DIN: 00082178) |
Director |
5 |
Yes |
| Mahesh Salamatrai Makhijani (DIN: 00322226) |
Director |
5 |
No |
| Kamini Kamal Johari (DIN: 01309286) |
Managing Director |
5 |
Yes |
| Krishnamurthy Anantharayanan (DIN: 06579510) |
Director |
5 |
No |
14. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:
In view of the prevailing COVID-19 situation and consequent lockdown across the
country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation
of physical copies of Annual Report for FY 2021-22. Accordingly, the Annual Report of the
Company for FY 2021-2022 is being sent only by email to the members, and all other
persons/entities entitled to receive the same. This Annual Report, along with other
documents, is also available on the Company’s website at www.sardapapers.com.
15. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 as well as LODR.
16. BOARD EVALUATION
In compliance with the provisions of the Companies Act, 2013 read with the Rules framed
there-under and Regulation 17 of the LODR, the Board had carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
the working of the Committees. The Board of Directors expressed their satisfaction with
the evaluation process.
17. AUDIT COMMITTEE
The Audit Committee is constituted in line with the regulatory requirements mandated by
the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements,
Regulations, 2015. The details of the Committee are set as follows:
The Audit Committee met 5 (five) times in a year (1) 30.06.2021, (2) 13.08.2021, (3)
12.11.2021, (4) 04.02.2022, (5) 14.02.2022.
Composition and Attendance at Meetings of Audit Committee
| Name |
Category |
Meeting attended |
| Mr. Manish D Ladage |
Director - Chairman |
5 |
| Mr. Mahesh Makhijani |
Independent Director |
5 |
| Mr. Krishnamurthy Ananthanarayanan |
Independent Director |
5 |
18. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has
Constituted a Nomination and Remuneration Committee.
The Committee acts as a Nomination Committee, as per the NBFC Regulations, to ensure
‘fit and proper’ status of the directors to be appointed/re appointed and
recommend their appointment/re Appointment to the Board.
Composition and Attendance at Meetings of Nomination & Remuneration Committee:
| Name |
Category |
| Mr. Manish D Ladage |
Director Chairman |
| Mr. Mahesh Makhijani |
Independent Director Member |
| Mr. Krishnamurthy Ananthanarayanan |
Independent Director Member |
During the year under review, there was no meeting called.
19. FREQUENCY OF MEETINGS:
A minimum of five board meetings is held each year with the time gap between any two
successive meetings not exceeding 120 days. Meetings of the committees are also planned
and scheduled to be held along with the board meetings.
20. AVAILABILITY OF INFORMATION TO THE BOARD:
The board should be supplied in a timely manner with information in a form and of a
quality appropriate to enable it to discharge its duties. Under the advice and direction
of the chairman, the company secretary’s responsibility includes ensuring good
information flows within the board as well as between senior management and non-executive
directors.
The following information, inter alia, is provided to the directors of the company:
- Quarterly results for the company.
- Minutes of meetings of audit committee and other committees of the board.
- General notices of interest received from directors.
- Show cause, demand, prosecution notices and penalty notices which are
materially important.
- Any material default in financial obligations to and by the company.
- Any issue, which involves possible public or product liability claims of
substantial nature, including any judgment or order which, may have passed strictures on
the conduct of the company.
- Non-compliance of any regulatory, statutory duty.
- Legal compliance reports and details of payment of statutory dues.
- Capital budgets and any updates if required.
21. LISTED ON STOCK EXCHANGES:
The Company is listed with BSE Limited (BSE).
22. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
As company is not falling in the criteria specified under section 135(1) of the
Companies Act, 2013, no comment is invited.
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No Material Changes have occurred between the end of the Financial Year 2021-2022 which
affect the financial statements of the Company in respect of the reporting year.
Recently Open offer made by the Acquirers Ms. Sarita Sequeira(' Acquirer I') and Mr. CR
Rajesh Nair (' Acquirer 2 ') for acquisition of up to 8,06,602 Equity Shares representing
25.86% of the Voting Share Capital from the Public Shareholders of Sarda Papers Limited.
Ms. Sarita Sequeira(' Acquirer I') and Mr. CR Rajesh Nair (' Acquirer 2 ') (hereinafter
collectively referred to as the 'Acquirers'), have entered into a Share Purchase Agreement
dated Friday, June 03, 2022, with Ms. Kamini Kamal Johari ('Promoter Seller I'), Mr.
Kartik Kamal Johari ('Promoter Seller 2'), Mr. Ladage Manish Dharanendra ('Promoter Seller
3'), and Mr. Nallepilly Ramaswami Parameswaran ('Promoter Seller 4'), for acquisition of
23,12,298 (Twenty-Three Lakhs Twelve Thousand Two Hundred and Ninety-Eight) fully paid-up
equity shares of face value of 10.00/- (Rupees Ten Only) each (' Equity Shares'),
constituting 74.14% (Seventy-Four Point One Four Percent) of the Voting Share Capital of
Sarda Papers Limited.
The Open Offer opened on August 02, 2022 & closed on August 18, 2022 & it was
successfully concluded on August 26, 2022.
24. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in designs or operations were observed.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN
FUTURE
During the year under review, no material orders were passed by the Regulators / Courts
/ Tribunals, impacting the Company’s going concern status and future operations.
26. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company had no subsidiary as at the end of the financial year ended March 31, 2022.
27. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
Your Company has framed a Remuneration Policy which lays down a framework in relation
to the Directors, Key Managerial Personnel and Senior Management of the Company. During
the Year Company has not paid any remuneration to directors and no employees are there on
the pay roll of the Company.
28. VIGIL MECHANISIM
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected
disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line
or a letter to the Task Force or to the Chairman of the Audit Committee. The Mechanism of
the Company is available at web link: www.sardapapers.com.
29. CODE OF CONDUCT:
Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to
lay down a Code of Conduct for its Directors and Senior Management, incorporating duties
of a Directors as laid down in the Companies Act, 2013.
The Board has adopted a Code of Conduct for all Directors and Senior Management of the
Company and the same has been placed on Company’s website at www.sardapapers.com.
30. WHISTLE BLOWER POLICY:
The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal
mechanism to the Directors, employees and its stakeholders to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company’s Code of
Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through
several channels. The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
31. RISK MANAGEMENT POLICY
The Company has framed Risk Management Policy. The main objective of this policy is to
ensure sustainable business growth with stability and to promote proactive approach to
identifying, evaluating and resolving risks associated with its business. In order to
achieve the key objective, the policy establishes structured and disciplined approach to
risk management in order to guide decisions on risk related issues.
Under the current challenging and competitive environment, the strategy for mitigating
inherent risk in accomplishing the growth plan of the Company is imperative. The common
risks interalia are regulatory risk, competition, financial risk, technology obsolescence,
human resources risk, political risks, investments, retention of talents, expansion of
facilities and product price risk.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
A statement giving details of conservation of energy, technology absorption and foreign
exchange earnings and outgo as required to be disclosed under the Act, are provided in
Annexure 2 to this report.
33. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that:
i) In the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with the proper explanations relating to material departures.
ii) Appropriate Accounting Policies have been selected and applied consistently.
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 as at March 31, 2022 and of the Profit and Loss
Account for the Financial Year 2021 have been made.
iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and preventing and detecting fraud and other irregularities.
iv) The Annual Accounts have been prepared on a going concern basis.
v) The policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to Company’s policies, the
safeguarding of its assets, prevention & detection of frauds / errors, accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, internal Financial Controls, are adequate and were operating effectively; vi)
Proper systems are in place to ensure compliance of all laws applicable to the Company and
that such systems are adequate and operating effectively.
34. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm’s length basis and were in the ordinary course of business and the provisions
of the Companies Act, 2013, Rules made there under and the LODR are not attracted.
All Related Party Transactions are placed before the Audit Committee and also the Board
for approval. Prior omnibus approval of the Audit Committee is obtained for transactions
which are foreseen and repetitive in nature. The transactions entered into pursuant to
omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for
their approval on a quarterly basis.
Particulars of contracts / arrangement with related parties entered into under section
188[1] are available in AOC 2 as Annexure3 to this report.
The details of transactions with Related Parties are given in the notes to the
Financial Statements in accordance with the Accounting Standards.
The policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company at http://www.sardapapers.com
None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
35. AUDITORS
a. Statutory Auditors
M/s. S K H D & Associates , Chartered Accountants (firm registration no. 105929W)
Statutory Auditor of the Company, have been appointed for a period of 5 years by the
shareholders in the Annual General Meeting held on 29th September, 2017 till
the conclusion of 31st Annual General Meeting to be held in the year 2022, at
such remuneration as may be fixed by the Board of Directors. Section 139 of the Companies
Act, 2013 read with rule 3 (7) of the Companies (Audit and Auditors) Rules, 2014 required
that the appointment of the statutory auditors will be subject to ratification by the
shareholders at every annual general meeting; but pursuant to notification of the central
government dated 7th May, 2018, the ratification provision has been withdrawn.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
[Appointment and Remuneration of Managerial Personnel] Rules 2014, the Company had
appointed Shri. Jigarkumar Gandhi, Proprietor of JNG & Co., Company Secretaries,
Mumbai a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Reports, part of this report as Annexure 4
36. COMMENTS ON AUDITORS’ & SECRETARIAL AUDIT REPORT
With regard to the observations on appointment of whole time Company Secretary, the
board has made enough efforts to appoint Company Secretary, however failed to appoint a
whole-time Company Secretary mainly due to size and operations of the company in
compliance with section 203 of the Companies Act, 2013.
37. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it
mandatory in a phased manner for adoption and applicability of Indian Accounting Standards
(Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies.
Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of
companies which shall comply with the Ind AS in preparation of the financial statements.
In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian
Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was
applicable and mandatory to the company for the accounting period beginning from 1 April
2017.
The financial statements for the year under review have been prepared in accordance
with the Ind AS including the comparative information for the year ended 31 March 2017 as
well as the financial statements on the date of transition i.e. 1 April 2016
38. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
‘Respect for Gender’ Policy on prevention, prohibition and redressal of sexual
harassment in line with the provisions of the Sexual Harassment of Women at Workplace
[Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there under.
The Company has not received any written complaint on sexual harassment during the
financial year.
39. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
the Act and Rules framed there under.
40. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have any outstanding shares in the suspense account and is not
required to maintain any Suspense Account or Unclaimed Account as required under Schedule
V of SEBI (LODR).
41. ACKNOWLEDGEMENTS
Your Directors thank all the shareholders, customers, vendors, banks and the State and
Central Governments for the support extended during the year and look forward to their
continued support in the future. Your Directors also place on record their appreciation of
the contribution made by the Company’s employees at all levels.
| For Sarda Papers Limited |
|
| SD/- |
SD/- |
| Kamini Kamal Johari |
Manish Dharanendra Ladage |
| Managing Director |
Executive Director |
| DIN: 01309286 |
DIN: 00082178 |
| Place: Mumbai |
|
| Date: 02/09/2022 |
|
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