You are here » Home » Companies » Company Overview » Saboo Sodium Chloro Ltd

Saboo Sodium Chloro Ltd.

BSE: 530461 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE440C01016
BSE 00:00 | 25 Apr 12.45 -0.55
(-4.23%)
OPEN

12.50

HIGH

12.80

LOW

12.35

NSE 05:30 | 01 Jan Saboo Sodium Chloro Ltd
OPEN 12.50
PREVIOUS CLOSE 13.00
VOLUME 8160
52-Week high 30.70
52-Week low 11.35
P/E 44.46
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 13.00
VOLUME 8160
52-Week high 30.70
52-Week low 11.35
P/E 44.46
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Saboo Sodium Chloro Ltd. (SABOOSODIUM) - Director Report

Company director report

TO

THE MEMBERS

SABOO SODIUM CHLORO LIMITED

The Directors have pleasure in presenting before you the 24th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.

I. FINANCIAL PERFORMNACE

The financial results of the Company for the period under review as compared to theprevious year are summarized below:

Particulars Financial year ended 31st March 2017 Financial year ended 31st March 2016
Total Income 230409393 223566031
Profit before depreciation and taxation 22026819 25475248
Depreciation 18075547 21878855
Profit before tax 3951272 3596393
Taxation (including Deferred Taxation and Short/Excess Provision for Earlier year) 9763283 (5905743)
Profit /loss after Tax (5812011) 9518941

Turnover Profits & Future Prospects

The total income during the year under review is Rs. 23 0409393/- as against Rs.223566031/- in the previous year. During the year under purview company incurred lossof Rs. 5812011/- as against profit of Rs. 9518941/- in previous year. Although thereis an increase in company's turnover in comparison to the turnover of previous year. Nowcompany is planning to start up hotel division alongwith salt division for increasingturnover and profit. Also company is focusing upon increasing international sale of saltproduct.

Dividend

Based on Company performance the Directors are unable to recommend dividend due toinadequate profits.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Provisions of section 125(2) of Companies Act 2013 are not applicable as there wasno dividend declared or paid last year.

Deposits

During the year under review Your Company has not accepted any deposits from publicand as such in the terms of the provision of Section 73 to 76 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 and hence no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.

Particulars of Loans. Guarantees or Investments

Pursuant to section 186 of Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to Loans Advances Guarantees andInvestments are provided as part of the financial statements.

Subsidiaries. joint venture and associate companies:

The company does not have any subsidiary Joint ventures or associate company.

SHARES

Buy-back of shares:

During the year under review company has not bought back any of its shares.

Sweat Equity Shares:

During the year under review company has not issued any Sweat Equity shares.

Bonus Shares:

During the year under review company has not issued any Bonus shares.

Employee Stock Option Plan:

During the year under review company has not provided any Stock option plan to itsemployees. Preferential Allotment of shares:

On 15th December 2016 the Board recommended a proposal for issue of5000000 Equity Shares on preferential allotment basis subject to the approval ofshareholders in their meeting held on 13th February 2017. Company receivedIn-principle approval from Bombay Stock Exchange for the same. Company allotted 5000000equity shares @ Rs. 10/- to the proposed allottees on 11th March 2017 but theallotment was not held within the prescribed time limit of 15 days from receivingIn-principle Approval. Since company was in non-compliance with Regulation 74(1) of theSEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 and hence could notget listing approval of these shares from BSE.

Company was required to take fresh approval from its shareholders as per the above saidregulation and in context to the same another Extra-ordinary General Meeting (EGM) washeld on 31st May 2017 for issue of these shares @ Rs. 13.50/- {Revised Offerprice calculated as per Regulation 76 (1) of

SEBI (ICDR) Regulations 2009} and made the allotment of these shares on 12thJune 2017. Company has now applied for Listing of these shares and the Listing approvalis awaited.

II. BUSINESS

Changes in nature of business:

There is no change in nature of business.

Economic Scenario and Outlook

The Global Economy continues to face subdued growth owing to low commodity prices andlow inflation rates stagnant growth in advanced economies and geopolitical and politicaluncertainties. The International Monetary Fund (IMF) projects global economic growth to be3.1% in 2016 with expectations to recover to 3.4% in 2017.

Against the dismal global conditions the Indian economy's expansion has beennoteworthy. Despite an expected decline in the growth rate owing to slowdown inmanufacturing decline in budgetary capital expenditure and demonetization India isexpected to continue as the fastest growing large economy.

The country's economic is facing challenges due to subdued manufacturing lower exportof services and lower capital expenditure.

State of Company's Affairs

The Company is engaged in the manufacturing of Salt and is one of the top most leadingmanufacturers in Rajasthan. The Company operates in only single segment unit. During theyear the Company recorded a turnover of Rs. 2304.09 lakhs. (Prev. year Rs.2235.66 lakhs)registering a growth of 3.06% over the previous year and earned a cash profit of Rs.220.26lakhs. However company recorded loss of Rs. 58.12 (in Lakhs) in comparison to theprevious year's profit i.e. Rs. 95.19(in lakhs).

Management Discussion and Analysis Report

The report on Management Discussion and Analysis as required under the ListingRegulations 2015 with the Stock exchange is set out as ‘Annexure B' to theDirector's Report.

Human Resources

The well disciplined workforce which has served the company for three decades lies atthe very foundation of the company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The company has always recognized talent andhas judiciously followed the principle of rewarding performance.

Business Risk Management

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with Listing Regulations 2015 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the

business. In order to achieve the key objective the policy establishes a structuredand disciplined approach to Risk Management in order to guide decisions on risk relatedissues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

III. GOVERNANCE AND ETHICS Corporate Governance Report

The Company has adopted the policies in line with new governance requirements includingthe Policy on Related Party Transactions Policy on Material Subsidiaries Policy andWhistle Blower Policy. These policies are available on the website of the Company athttps://www.suryasalt.com. The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report in Annexure “D”.

Secretarial Audit was carried out by M/s Naredi Vinod & Associates CompanySecretaries the Secretarial Auditor of the Company for the financial year 2016-17. Therewere no qualifications reservations or adverse remarks given by Secretarial Auditors ofthe Company. The detailed report on the Secretarial Audit is appended as an Annexure tothis Report.

A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations. A Certificate of the CEO and CFO ofthe Company in terms of Listing Regulations inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.

Board of Directors

Board's Composition and Independence Your Company's Board consists of global leadersand visionaries who provide strategic direction and guidance to the organization. As onMarch 31 2017 the Board comprised One executive director and three non-executiveIndependent Directors.

During the year Mrs. Archana Saboo resigned from the post of Whole-time Directorw.e.f. 06.10.2016 she was the only women Director in the company and since company hasnot found any suitable alternate for her hence it does not have any women Director in theBoard.

Details of Directors and Key Managerial Personnel

Key Managerial Personnel

• During the year Mrs. Archana Saboo resigned from the post of Whole-timeDirector w.e.f. 06.10.2016.

Disclosure on the Remuneration of Managerial Personnel

The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

Remuneration of Managing Director

Following are the details of the annual salary (payable monthly) proposed to be paid toMr. Girdhar Saboo Managing Director: - Consolidated Salary including Perquisites andallowances etc- 3600000/- (Rupees Thirty Six Lakhs only).

Basic Salary: 204000(Monthly)

Allowance: 96000(Monthly)

He is entitled to receive the following:-

a Gratuity as per the rules of the Company but not exceeding half a month's salary foreach completed year of service.

b. Encashment of leave at the end of tenure.

c. Provision ofcar for use on Company Business.

d. Free landline telephone facility at residence along with free mobile telephonefacility. Long distance personal calls to be recovered by the Company.

e. He shall also be entitled to reimbursement of entertainment expenses actually andproperly incurred in the course of business of the Company.

Policy on Director's Appointment and Remuneration and Other Details

The company's policy on Director's appointment and remuneration and other detailsprovided in section 178(3) of the Act has been disclosed In Corporate Governance Reportwhich forms part of Directors Report.

Statement on Declaration given by the Independent Director U/S 149(6) of the CompaniesAct 2013

It is stated that pursuant to the Provisions of Companies Act 2013 the Declarationgiven by the Independent Directors meets the Criteria of Independence as mentioned in theschedule IV of Companies Act 2013 and under regulations of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirement) Regulations 2015.

Particulars of Employees

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year- Nil

b) Employed for part of the year- Nil

Number of Board Meetings

During the year under review company has conducted 7 (seven) Board meetings.

Director's Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

1. that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

2. that such accounting policies as mentioned in Notes to the financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at March 31 2017 and of the profit of the company for the year ended on thatdate;

3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities ;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

6. that systems to ensure compliance with provisions of all applicable laws were inplace and were adequate and operating effectively;

Related Party Transactions

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at https://www.suryasalt.com.The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. All RelatedParty Transactions are placed on a quarterly basis before the Audit Risk and ComplianceCommittee and before the Board for approval. Prior omnibus approval of the Audit Risk andCompliance Committee is obtained for the transactions which are of a foreseeable andrepetitive nature.

The particulars of contracts or arrangements with related parties referred to insection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure I to this Annual Report.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report.

IV. INTERNAL FINANCIAL CONTROLS AND AUDIT Auditors

Statutory Auditor

M/s N. Kataria & Associates (ICAI Firm Registration Number: 014941C) CharteredAccountants Jaipur has been appointed as Statutory Auditors of the company at the LastAnnual General Meeting held on 28.09.2016 for the Financial year 2016-17 who retires atthis Annual General Meeting and since it has completed two consecutive terms of five yearsand transitional period of 3 years provided in the second proviso of section 139 (2) ofthe Companies Act 2013 hence they cannot be re-appointed. Audit committee hasrecommended the Board for appointment of M/s Choudhary Gupta & Co. CharteredAccountants (ICAI Firm Registration Number: 003165C) in place of M/s N. Kataria &Associates. Board has considered the same and has placed the appointment for theshareholder's approval in their upcoming meeting.

Secretarial Auditors

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 hasappointed

M/s Naredi Vinod & Associates (CP No 7994 ACS 20453) Company Secretaries toundertake the Secretarial audit of the company for the financial year 2016-17.

Internal Auditor

Ms. Chandni Jain Chartered Accountant (Category Individual) Having Membership Number421132 performs the duties of Internal Auditors of the company and their report isreviewed by the audit committee from time to time.

Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the Practising Company Secretary:

There were no qualifications reservations or adverse remarks or disclaimers madeeither by the auditors or the practicing company secretary in their respective reports.

V. SOCIAL RESPONSIBILITY AND SUSTAINABILITY Corporate Social Responsibility

Though the provisions of Companies Act 2013 regarding Corporate Social Responsibilityare not attracted to the company yet the Company has been over the years pursuing aspart of its corporate philosophy an unwritten CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integrates interest welfare and aspirations of thecommunity with those of the Company itself in an environment of partnership for inclusivedevelopment.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as“Annexure A”.

VI. OTHER DISCLOSURES Listing at Stock Exchange

The Equity Shares of the Company are listed at Calcutta and Bombay Stock Exchange andits shares are actively traded at Bombay Stock Exchange. The Company confirms that it haspaid the Annual Listing fees for the year 2016-17 to BSE where the Company's shares arelisted.

Extract of Annual Return

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure“C” to this Report.

Material Changes and Commitments

There are no material changes and commitment affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thefinancial statement relates and the date of report.

Details of Significant and Material Orders Passed by the regulators/Courts/TribunalsImpacting the Going Concern Status and the Company's Operations in Future

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

Acknowledgement

Your Directors would like to expose their grateful appreciation for the co-operationreceived from its Bankers Government Authorities Customers Vendors Business Associatesand Shareholders during the year under review. Your Directors also wish to place in recordtheir deep sense of appreciation for the committed services of the executive staff andworkers of the Company.

Cautionary Statement

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.

Conclusion

Your Company's Board and employees are inspired by their vision of sustaining of theCompany as a dynamic and valuable Company through world class performance creatingenduring value for all stakeholders including the shareholders and the Indian Society.The Company is continuously engaged in upgrading strategic capability to effectivelyaddress the challenge of growth in an increasingly competitive market. The vision ofenlarging your Company's contribution to the Indian economy is manifest in the creation ofunique business models that foster international competitiveness. Propelled by this visionand powered by the internal vitality your Directors look forward to the future withconfidence.

For and on behalf of the Board of Directors

Date: 29th May 2017 Sd/- Sd/-
Place: JAIPUR SANJAY SARNA (Director) GIRDHAR SABOO (Managing Director)