Your Directors have great pleasure in presenting 42nd Annual Report along with the
Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March,
2024.
1. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March, 2024 as compared to
the previous financial year, is summarized below:
(Rs. in Hundred)
|
Particulars
|
Year ended
|
| |
2023-24
|
2022-2023
|
|
Total Income (including Other Income)
|
83,036.49
|
82,735.18
|
|
Gross Profit (before Interest, Depreciation
and tax)
|
51,071.56
|
23,136.34
|
|
Less: Interest
|
00
|
00
|
|
: Depreciation
|
9,715.30
|
11,449.85
|
|
: Provision for taxation -
Current
|
12,831.00
|
6,040.00
|
|
- Deferred
|
-2,077.96
|
13,639.24
|
|
Net Profit after tax
|
30,603.22
|
-7992.75
|
|
Less: Other Comprehensive Income
|
00
|
00
|
|
Total Comprehensive Income for the
period
|
30,603.22
|
-7,992.75
|
2. DIVIDEND AND TRANSFER TO RESERVES:
In order to conserve resources, your directors do not recommend dividend for the year
ended 31st March, 2024 with a view to conserve resources.
No amount is being transferred to reserves during the year under review.
3. FUTURE PROSPECTS:
The product range includes manufacture vegetable oils from Soyabean and other oil
seeds and oil cakes by solvent extraction process.
The focus of the company is towards increasing the demand of the product in the
market and the Company is also in process of trading into agro-commodity in the
market.
4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There were material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report. The shareholders of the Company in their
Annual General Meeting held on 21st August, 2023 approved issue and allotment of
35,29,399 (Thirty-Five Lakhs Twenty-Nine Thousand Three Hundred and Ninety-Nine
only) Share Warrants which are to be convert into Equivalent Equity Shares, on
preferential basis. The issue was done at a price of Rs. 34 (including Premium of Rs. 24
per share) per Share Warrant.
In-principle approval from BSE Limited was received for 33,08,812 Share Warrants on
March 19, 2024.
Then Preferential Issue Committee in their meeting held on 26th March, 2024, approved
allotment of 33,05,283 Share Warrants Convertible into Equivalent Equity Shares to
non-promoters against receipt of 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight
and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore
Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only). Further, the Company
received another 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight and Fifty Paise)
per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore Eighty Lakhs
Ninety-Four Thousand Nine Hundred Six Only) from the convertible warrant holders.
Accordingly, as on date of this report, 50% Share Warrants money i.e. Rs. 17/- (Indian
Rupees Seventeen) per share warrants is received by the Company. The same is noted
by Preferential Issue Committee of the Company in their meeting held on 23rd April,
2024.
Further, Share Warrants money is spent towards the object specified in the AGM
Resolutions and noted the same by the Audit Committee.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year under review:
a) Ms. Renu Manendra Singh and Mr. Shrikrishna Baburam Pandey, resigned from the
post of Independent Directors of the Company due to personal reasons and other
commitments w.e.f. 5th August, 2023. Subsequent to their resignation as
Independent Directors, they will also cease to be a Key Managerial Personnel
("KMP") under the provisions of Section 203 of Companies Act, 2013. Ms. Renu
Manendra Singh and Mr. Shrikrishna Baburam Pandey have also confirmed that
there is no other material reason for the resignation, other than, as stated above, and
the same was noted by the Board.
b) Ms. Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane are
appointed as an additional director as well as Independent Director of the Company
w.e.f. 19th August, 2023. Pursuant to Section 161 of the Companies Act, 2013, Ms.
Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane hold office
up to the date of ensuing Annual General Meeting of the Company. Ms. Savita
Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane has given his
consent to act as a Director of the Company pursuant to Section 152 of the
Companies Act, 2013. They have further confirmed that he is neither disqualified
nor debarred from holding the Office of Director under the Companies Act, 2013 or
pursuant to any Order issued by SEBI.
7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is
a Part of Annual Report. Consolidated Financial Statement is not applicable.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund
in terms of Section 125 of the Companies Act, 2013.
9. NUMBER OF BOARD MEETINGS:
During the financial year, the Board had met Seven times on 29th May 2023, 21st July,
2023, 28th July, 2023, 31st July, 2023, 19th August, 2023, 09th November, 2023 and 06th
February, 2024.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
10. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION.
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and senior management employees and the Directors
appointed shall be of high integrity with relevant expertise and experience so as to
have diverse Board and the Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director. The policy on
Company's Remuneration and Nomination is posted on Company's website at
http://www.sagarsoyaproducts.com/
11. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
12. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met once during the year on 6th February, 2024 to review
the working of the Company, its Board and Committees. The meeting decided on the
process of evaluation of the Board and Audit Committee. It designed the questionnaire
on limited parameters and completed the evaluation of the Board by Non-Executive
Directors and of the Audit committee by other members of the Board. The same was
compiled by Independent authority and informed to the members.
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the
agricultural industry scenario, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the
Company, significant developments so as to enable them to take well informed
decisions in a timely manner. The familiarization program also seeks to update the
Directors on the roles, responsibilities, rights and duties under the Act and other
statutes. The policy on Company's familiarization program for Independent Directors
is posted on Company's website at http:/ /www.sagarsoyaproducts.com.
14. INTERNAL CONTROL SYSTEM:
The Company's internal controls system has been established on values of integrity
and operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company's internal
control systems are commensurate with the nature of its business and the size and
complexity of its operations. These are routinely tested and certified by Statutory as
well as Internal Auditors and their significant audit observations and follow up actions
thereon are reported to the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
15. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) That in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures.
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 the
financial year and of the Profit of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision 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 had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi)That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating.
16. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March, 2024, Company has no subsidiaries and associate companies.
17. DEPOSITS:
Your Company did not accept any deposits from the public during the year. There are
no deposits which have not been claimed by depositors or paid by the Company after
the date on which the deposit became due for repayment or renewal, as the case may
be, according to the contract with the depositors & there are no total amounts due to
the depositors & remaining unclaimed or unpaid.
18. APPOINTMENT OF AUDITORS:
a) INTERNAL AUDITORS
As per section 138 of the Companies Act, 2013, The company has appointed M/s Ajit
Jain & Co., Chartered Accountant, as internal auditor of the company for financial year
2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls,
adherence to Company's policies and ensure statutory and other compliance through,
periodical checks and internal audit.
b) STATUTORY AUDITORS:
The Company at its 40th Annual General Meeting held on 26th September, 2022
appointed M/s. C. P. Jaria & Co, Chartered Accountants (FRN: 104058W) appointed
as Statutory Auditors of the Company for a period of five consecutive years and who
shall hold such office from the conclusion of 40th Annual General Meeting till the
conclusion of 45th Annual General Meeting at such remuneration as may be mutually
decided by the auditors and the Board of Directors thereof. Further the ratification of
their appointment pursuant to Section 139 of the Companies Act, 2013 is not required
in terms of notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of
Corporate Affairs, and accordingly the item has not been included in the Ordinary
Course of Business of this AGM Notice Further, they have confirmed that they are not
disqualified as auditors of the Company under the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the rules or regulations made thereunder.
Auditors' report is self-explanatory and therefore does not require further comments
and Explanation.
c) SECRETARIAL AUDITORS
The Company has appointed M/s HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to
carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report
as Annexure A to Director's Report.
d) COST AUDITORS:
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not liable to appoint Cost auditors for the financial year
2023-24.
19. COMMENTS OF THE BOARD ON AUDITORS' REPORT:
a) Observations of Statutory Auditors on Accounts for the year ended 31st March, 2024:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31st
March, 2024.
b) Observations of Secretarial Audit Report for the year ended 31st March, 2024:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31st
March, 2024.
20. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE
DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and
employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of concerns
of any violations of legal or regulatory requirements, incorrect or misrepresentation of
any financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
The said Policy is available on the website of the Company at
https:/ / www.sagarsoyaproducts.com.
The Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations.
21. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.
22. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual return for the Financial Year 2023-24 in E-form MGT 7 is furnished
on the website of the Company www.sagarsoyaproducts.com
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in Section
188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating
to Accounts of Companies under the Companies Act, 2013, is appended as Annexure
B.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions
of the transactions.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013.
Details of Loans granted, Guarantees given or Investments made during the year
under review, covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.
25. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy, technology absorption, foreign exchange
earnings and out go, is required to be given pursuant to provision of Section 134 of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed hereto marked as Annexure C and forms part of this report.
26. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
have been provided. The Directors of the Company do not draw any Remuneration.
The Policy of the Company 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 is available on
Company's website: www.sagarsoyaproducts.com
27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked
Annexure D and forms part of this report.
28. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
29. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives and thus in pursuance of the same it has
formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks
identified by the businesses and functions are systematically addressed and also
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
The Company's internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. Significant audit observations
and follow up actions thereon are reported to the Audit Committee and the risk
management policy is available on the website of the company:
www.sagarsoyaproducts.com.
30. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there has been significant material orders passed by the Regulators
and no significant orders by Courts or Tribunals impacting the going concern status
and company's operations in future. The Company received email about the
outstanding SOP Fines of Rs. 1,55,37,650/- (One Crore Fifty-Five Lakhs Thirty-Seven
Thousand Six Hundred & Fifty Only) payable for late submission and non-submission
of the information, reports, certificates under LODR Regulations on August 9, 2023.
Further, the Company filed application for waiver of the penalty / fine levied on the
Company as mentioned above. On application BSE provided partial waiver of penalty
/ fine levied on the Company and the penalty / fine was reduced to Rs. 7,43,400/-
(incl. GST). The Company has made the payment of Rs. 7,43,400/- (incl. GST) on
February 26, 2024. Thereafter, the Company filed application for waiver of penalty /
fine i.e., Rs. 7,43,400/-. As on the date of this report, the status of the waiver application
is "Case is under process with Listing Operation team". As on the date, Company
made the default good.
31. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the market place and a good reputation
are among the primary determinants of value to the shareholder. The organizational
vision is founded on the principles of good governance and delivering leading-edge
products backed with dependable after sales services.
32. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE.
During the year, the Board adopted a formal mechanism for evaluating its
performance and as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc. Separate exercise was carried out
to evaluate the performance of individual Directors including the Board Chairman
who were evaluated on parameters such as attendance, contribution at the meetings
and otherwise, independent judgment, safeguarding of minority shareholders interest
etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the
Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
33. COMMITTEES OF THE BOARD:
There are currently three Committees of the Board, as follows:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
34. DISCLOSURE OF COMPOSITIONOF COMMITTEES
a. Audit Committee comprises of following members:
|
Mr. Arun Kumar
Sharma
|
:
|
Chairman & Independent and Non-Executive
Director
|
|
Mr. Chandrakant
|
:
|
Member, Managing Director
|
|
Patel
|
|
|
|
Mrs. Savita Kishan
|
:
|
Member, Independent and Non-Executive
|
|
Bhaliya
|
|
Director
|
b. Nomination and Remuneration Committee comprises of following members:
|
Mr. Arun Kumar
Sharma
|
|
Chairman & Independent and Non-Executive
Director
|
|
Mrs. Savita Kishan
Bhaliya
|
|
Member, Independent and Non-Executive Director
|
|
Mr. Ganesh Sahebrao
Saindane
|
|
Member, Independent and Non-Executive Director
|
c. Stakeholders Relationship Committee comprises of following members:
|
Mr. Arun kumar
Sharma
|
|
Chairman & Independent and Non-Executive
Director
|
|
Mr. Arvindbhai Patel
|
|
Member, Whole-Time Director
|
|
Mr. Chandrakant Patel
|
|
Member, Managing Director
|
35. MEETING OF COMMITTEES OF BOARD:
During the year there were in total 4 Audit Committee Meetings, 2 Nomination &
Remuneration Committee and 1 Stakeholders Relationship Committee were held.
Further one meeting of the Independent Directors was held on February 6, 2024.
Audit Committee:
|
Sr. No
|
Date
|
|
1
|
29-05-2023
|
|
2
|
31-07-2023
|
|
3
|
09-11-2023
|
|
4
|
06-02-2024
|
Nomination and Remuneration committee:
|
Sr.
No
|
Date
|
|
1
|
19-08-2023
|
|
2
|
06-02-2024
|
Stakeholder relationship Committee:
|
Sr. No.
|
Date
|
|
1
|
06-02-2024
|
36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within
the Company, as there are no female employees in the Company.
37. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.
No application has been made under Insolvency and Bankruptcy Code: hence
requirement to disclose the details of application made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the Financial Year is not applicable to the Company.
The requirement to disclose the details of difference between amount of valuation done
at the time of onetime settlement and valuation done while taking loan from the Banks
and Financial Institutions along with the reasons thereof is also not applicable.
38. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, lenders, business associates including
distributors, vendors and customers, the press and the employees of the Company.
BY ORDER OF THE BOARD
FOR SAGAR SOYA PRODUCTS LIMITED
Sd/-
ARVINDBHAI CHHOTABHAI PATEL
Date - August 7, 2024 CHAIRMAN
Place- Mumbai DIN: 00024070
|