Your directors have pleasure in presenting their 37th Annual Report on the business and operations of the
Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion
and Analysis is also included in this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:
(Rs. In
Lacs)
|
Particulars
|
Year Ended
|
|
31.03.2024
|
31.03.2023
|
|
Gross Sales/Income
|
20.40
|
9234.58
|
|
Depreciation
|
0.00
|
0.00
|
|
Profit/(Loss) before Tax
|
(11.78)
|
94.35
|
|
T axes/ Deferred T axes
|
0.00
|
25.47
|
|
Profit/(Loss) After T axes
|
(11.78)
|
68.88
|
|
P& L Balance b/f
|
(224.37)
|
(293.24)
|
|
P& L Balance c/f
|
(236.14)
|
(224.37)
|
2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPA- NY’S AFFAIR:
During the year under review the total income was Rs. 20.40 Lacs as compared to Rs.9234.58 Lacs of the
previous Year 2023-24. After making all necessary provisions for current year and after taking into account the
current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (236.14)
Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to come out
from the adverse financial circumstances and to achieve targeted turnover in the segment of agriculture projects.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year, the company has not changed its business.
4. CHANGE OF NAME:
Company has changed their name from Shaba Chemicals Limited to Satiate Agri Limited w.e.f. August 08,
2023.
5. CHANGE OF REGISTERED OFFICE:
During the year the Company has changed its registered office from 101, Rajani Bhawan, 569/2 M G Road,
Indore-452001, Madhya Pradesh to 1 Cabin No.2, Shop No. 6, Scheme No-71 Sec C Vikram Squre, Sudama
Nagar, Indore-452009 w.e.f. October 17, 2023.
6. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence,
Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention
here.
7. FINANCE:
The Company has not borrowed loan from any Bank during the year under review.
8. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2024 was Rs. 2,91,63,500.
A) Allotment of equity shares pursuant to conversion of convertible warrants:
During the year under review, the Company has not issued equity shares.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.
9. DIVIDEND:
The Board of Director of the company has not recommended dividend for the financial year 2032-24.
10. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES:
The Company has no subsidiaries, Associates and Joint Venture Companies.
11. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
|
Mr. Utpalbhai Raval
|
Managing Director
|
|
Mr. Nirmal Patel
|
Chief Financial Officer
|
|
Ms. Sanju Choudhary
|
Company Secretary & Compl
|
iance officer
|
b) Director:
The following are the Director of the Company.
|
Mr. Utpalbhai Raval
|
Managing Director
|
|
Mr. Hargovindbhai Sutariya
|
Executive Director
|
|
Mr. Indrakumar Mahajan
|
Non-Executive-Independent Director
|
|
Mr. Kaushikbhai Hirpara
|
Non-Executive-Independent Director
|
|
Mrs. Pushpaben Patel
|
Non-Executive-Independent Director
|
c) Appointment/Re-appointment:
• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act,
2013, Mr. Hargovindbhai Sutariya (DIN: 10195414), Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for re¬
appointment.
d) Changes in Directors and Key Managerial Personnel:
During the year and up to this AGM, the following changes occurred in the Composition of Board Directors
due to Appointments and Resignations of Directors and KMP:
|
Name and Designation
|
Date of Appointment
|
Date of Resignation
|
|
Mrs. Sangeeta Neema (Managing Director)
|
--
|
11/08/2023
|
|
Mr. Jay Kishan Nema (Executive Director)
|
--
|
11/08/2023
|
|
Mr. Gaurav Mevada (Independent Director)
|
--
|
11/08/2023
|
|
Mr. Radheshkumar Mevada (Independent Director)
|
--
|
11/08/2023
|
|
Mr. Utpalbhai Raval (Managing Director)
|
13/06/2023
|
--
|
|
Mr. Hargovindbhai Sutariya (Executive Director)
|
13/06/2023
|
--
|
|
Mr. Kaushikbhai Hirpara (Independent Director)
|
28/03/2023
|
19/07/2024
|
|
Mrs. Pushpaben Patel (Independent Director)
|
14/08/2023
|
--
|
|
Mr. Pulkit Raghav (Additional Director)
|
19/07/2024
|
--
|
|
Mrs. Falguni Patel
|
--
|
31/01/2024
|
|
Ms. Sanju Choudhary
|
24/04/2024
|
|
e) Declaration by an Independent Director(s) and reappointment, if any:
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 Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on
the Company’s Website i.e., www .shabachemicalslimited.in
12. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual
Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on
website of the Company and can be accessed at www.shabachemicalslimited.in
13. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)
There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.
14. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met eight times (08). The details of the board meetings are as under.
|
26/05/2023
|
13/06/2023
|
14/08/2023
|
18/08/2023
|
|
17/10/2023
|
03/11/2023
|
31/01/2024
|
14/02/2024
|
The Board of Directors of the Company were present at the following Board Meeting held during the year
under review:
|
Name of Director
|
Board Meeting
Held
|
Meetings attended
|
Attendance at last
AGM
|
|
Mr. Utpalbhai Raval
|
8
|
7
|
Yes
|
|
Mr. Hargovindbhai Sutariya
|
8
|
7
|
Yes
|
|
Mrs. Pushpaben Patel
|
8
|
6
|
Yes
|
|
Mrs. Sangeeta Neema
|
8
|
2
|
No
|
|
Mr. Indrakumar Mahajan
|
8
|
8
|
Yes
|
|
Mr. Jay Kishan Nema
|
8
|
2
|
No
|
|
Mr. Gaurav Mevada
|
8
|
2
|
No
|
|
Mr. Radheshkumar Mevada
|
8
|
2
|
No
|
|
Mr. Kaushikbhai Hirpara
|
8
|
8
|
No
|
15. DIRECTORS’ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;
b. That such accounting policies have been selected and applied consistently and judgment and estimates
have been made 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, 2024 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going concern basis.
e. That proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015, 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 Audit, Nomination and
Remuneration Committees.
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.
17. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also being
supported by the report of the auditors of the Company as no fraud has been reported in their audit report for
the financial year ended March 31, 2024.
18. BOARD’S COMMENT ON THE AUDITORS’ REPORT:
There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for
any further comments under section 134(3)(f) of the Companies Act, 2013.
19. AUDITORS:
A. Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. A A A M & CO LLP,
Chartered Accountants (FRN: 038189N), has been appointed. confirmed and ratified as the Statutory
Auditors of the Company for the financial year 2024-25, to fill the casual vacancy caused due to the
resignation of M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN. 006103C), to hold office
from August 14, 2024 till the conclusion of the 37th Annual General Meeting, duly recommended by the
Audit Committee of the Company.
Further, M/s. A A A M & CO LLP, Chartered Accountants (FRN: 038189N), is required to appoint as the
Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 37th Annual
General Meeting until the conclusion of the 42nd Annual General Meeting to be held in the year 2029 on
such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the
Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.
B. Secretarial Audit:
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 has appointed PCS Rupal Patel,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as “Annexure -A”.
Reply for qualification Remark in Secretarial Audit Report:
|
Sl. No.
|
Remarks
|
Reply
|
|
1.
|
The Company has not appointed Internal Auditor as per
the requirement of section 138 of the Companies Act,
|
The Company
suitable firm
|
is in process of finding
to appoint as internal
|
|
Sl. No.
|
Remarks
|
Reply
|
| |
2013
|
auditors and taken serious note on such
non-compliance and committed to
comply.
|
|
2.
|
The website of the company has not been updated as
per the regulation 46 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
|
The Company has taken serious note on
such non-compliance, instructed to the
suitable officer and committed to comply.
|
|
4.
|
The company has not provided E voting facility in any of
its Annual General Meeting or Extra Ordinary General
Meeting till date as required under section 108 of the
Companies Act, 2013.
|
It was held due to certain technical issues.
The Company has taken serious note on
such non-compliance and committed to
comply.
|
|
5.
|
100% promoter holding is not in demat form as required
under Regulation 31(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
|
The Company has informed all promoters
for getting their shares in dematerialized
mode. The Company has taken serious
note on such non-compliance and
committed to comply.
|
|
6.
|
The Company has not published notice of meeting of the
board of directors in newspaper where financial results
shall be discussed and financial results, as required under
Regulation 47 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
|
Even though the company has not
published notices and results in
newspapers, it has been made available on
website and public domain to serve logic
of the Law.
|
|
7.
|
The quarterly certificate as required under regulation 74(5)
of the SEBI (Depositories and Participants) Regulations,
2018 has not been issued by the Skyline Financial
Services Pvt. Ltd Share Transfer Agent Limited, Registrar
and Transfer Agent of the Company during the year.
|
It happened due to financial crunch of the
company and the Company has taken
serious note on such non-compliance and
committed to comply.
|
|
8.
|
The compliance Certificate Pursuant to Regulation 7(3) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has not been issued by
the Skyline Financial Services Pvt. Ltd Share Transfer
Agent Limited, Registrar and Transfer Agent of the
Company for the financial year ended on 31st March,
2023.
|
It happened due to financial crunch of the
company and the Company has taken
serious note on such non-compliance and
committed to comply.
|
|
9.
|
The Company has not taken any steps for
dematerialization of securities of the company.
|
The Company has taken serious note on
such non-compliance and committed to
comply.
|
|
10
|
The Minutes and attendance sheet of the company are not
properly maintained on the minutes paper in accordance
with the provisions of the companies act, 2013 and
Secretarial standard -1 as amended from time to time
under review.
|
The Company has taken expert advice to
come out from this observation and
committed to comply it in proper manner
in the coming year.
|
20. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 (three) Members. as well as
those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and
annual financial statements before submission to the Board, ensure compliance of internal control systems and
internal audit, timely payment of statutory dues and other matters.
During the year under review, 5 meetings of the committee were held 26/05/2023, 14/08/2023, 18/08/2023,
03/11/2023 and 14/02/2024. The composition of committee and attendance at its meetings is given below:
|
Sr.
No.
|
Name
|
Position
|
Category
|
Number of
meeting
Attend
|
Changes during the year and till
the date of AGM
|
|
App
|
Resign
|
|
1
|
Mr. Kaushikbhai
Hirpara
|
Chairman
|
Non-Executive-
Independent
Director
|
5
|
|
|
|
2
|
Mr. Indrakumar
Mahajan
|
Member
|
Non-Executive -
Independent
Director
|
5
|
|
|
|
3
|
Mr. Gaurav Mevada
|
Member
|
Non-Executive-
Independent
Director
|
2
|
|
14/08/2023
|
|
4
|
Mrs. Pushpaben
Patel
|
Member
|
Non-Executive-
Independent
Director
|
3
|
18/08/2023
|
|
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during
the year.
21. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration Committee of
Directors mainly for the purposes of recommending the Company’s policy on Remuneration Package for the
Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in
respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 members. During the year under review, 02
(Two) meetings of the committee were held on 13/06/2023, 14/08/2023, 18/08/2023, 31/01/2024 and
28/03/2023. The name of members, Chairman and their attendance at the Remuneration Committee Meeting
are as under Committee of Board:
|
Sr.
No.
|
Name
|
Position
|
Category
|
Number of
meeting
Attend
|
Changes during the year and till
the date of AGM
|
|
App
|
Resign
|
|
1
|
Mr. Kaushikbhai
Hirpara
|
Chairman
|
Non-Executive-
Independent
Director
|
4
|
|
|
|
2
|
Mr. Indrakumar
Mahajan
|
Member
|
Non-Executive -
Independent
Director
|
4
|
|
|
|
3
|
Mr. Gaurav Mevada
|
Member
|
Non-Executive-
Independent
Director
|
2
|
|
14/08/2023
|
|
4
|
Mrs. Pushpaben
Patel
|
Member
|
Non-Executive-
Independent
Director
|
2
|
18/08/2023
|
|
22. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 members. During the year under review, 5 meetings
of the committee were held 07/04/2023, 07/07/2023, 18/08/2023, 11/10/2023 and 04/01/2024. The name of
members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee
of Board:
|
Sr.
No.
|
Name
|
Position
|
Category
|
Number of
meeting
Attend
|
Changes during the year and till
the date of AGM
|
|
App
|
Resign
|
|
1
|
Mr. Kaushikbhai
Hirpara
|
Chairman
|
Non-Executive-
Independent
Director
|
5
|
|
|
|
2
|
Mr. Indrakumar
Mahajan
|
Member
|
Non-Executive -
Independent
Director
|
5
|
|
|
|
3
|
Mr. Gaurav
Mevada
|
Member
|
Non-Executive-
Independent
Director
|
2
|
|
14/08/2023
|
|
4
|
Mrs. Pushpaben
Patel
|
Member
|
Non-Executive-
Independent
Director
|
3
|
18/08/2023
|
|
The status of shareholders’ complaints during the year under review (March 31, 2024) is given below: -
|
Complaints Status: 01.04.2023 to 31.03.2024
|
|
Number of complaints received so far
|
9
|
|
Number of complaints solved
|
6
|
|
Number of pending complaints
|
3
|
Compliance Officer:
Ms. Sanju Chaudhary, is Compliance Officer of the company for the purpose of complying with various
provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges,
Registrar of Companies and for monitoring the share transfer process etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved by share
transfer committee. Share Transfer requests received in physical form are registered within 30
days and demat requests are confirmed within 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:
Name : Skyline Financial Services Pvt Ltd
Address : D-153 A, 1st Floor,
Okhla Industrial Area
Tel : 011-26812682
Email : admin@skylinerta.com
23. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the
balance amount of Rs. (11.78)/- lacs has been carried forward to profit & loss account.
24. DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue
deposits as at March 31, 2024.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements in compliance with the provisions of
section 186 of the Companies Act, 2013.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related party during the year under
review.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which would impact the going
concern status of the Company and its future operations.
28. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending (except the previous years which was already disclosed) under the Insolvency
and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts
29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions.
30. WEBSITE OF YOUR COMPANY
Your Company maintains a website www.shabachemicalslimited.in where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 has been provided.
31. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where
the Company’s Shares are listed.
32. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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 Audit, Nomination &
Remuneration and Compliance Committees.
33. CORPORATE SOCIAL RESPONSIBILITY:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014, (Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following
class of companies:
Companies 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;
Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply
with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 within six months from the date on which the provisions became applicable to the company.
Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crore and Net
Worth of the Company has not exceeded Rs.25 crore, as on 31st March, 2024 and hence Corporate Governance
is not applicable to the Company.
34. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs
will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to
implement business strategies, the manner in which the company operates and reputation as “Risks”. Further
such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is
carried out to identify, evaluate, manage and monitoring all the three types of risks.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all the
process owners to ensure that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and its subsidiaries. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.
36. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.
37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement.
38. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on record its
sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to
deliver good performance.
39. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report and is also available on the Company’s website at
www.shabachemicalslimited.in.
40. CORPORATE GOVERNANCE
The paid-up share capital and net worth is below the prescribed limit for mandatory applicability of Corporate
Governance Report so the Company has decided not to opt for the time being.
41. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March,
2024 and marked as “ANNEXURE-B”
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
During the year 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, is nil.
43. 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:
There are no material changes and commitments, affecting the financial position of the Company which has
occurred between the end of financial year as on 31st March, 2024 and the date of Director’s Report.
44. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- C” to the Board’s report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
45. OBLIGATION OF COMPANY UNDER 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 policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2023-24, the company has not received any complaints on sexual harassment and
hence no complaints remain pending as of March 31, 2024.
46. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company
secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’ and ‘Report of the
Board of Directors’ respectively, have been duly followed by the Company.
47. PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into
effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention
of Insider Trading.
The New Code viz. “Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of
Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive
Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Company’s
shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Company is Responsible for implementation of the Code.
48. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the Company.
By Order of the Board of Directors
For Satiate Agri Limited
(Formerly known as Shaba Chemicals Limited)
Place: Indore Sd/-
Date: 05/09/2024 Utpalbhai Raval
Managing Director
DIN: 08498407
Registered Office:
1 Cabin No. 1, Shop No. 6, Scheme No-71,
Sec C Vikram Squre, Sudama Nagar,
Indore-452009, Madhya Pradesh
CIN: L24111MP1986PLC003741
Email: shabachemicals@gmail.com
Website: www.shabachemicalslimited.in
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