SABOO SODIUM CHLORO LIMITED
The Directors have pleasure in presenting before you the 23rd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2016.
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 2016 ||Financial year ended 31st March 2015 |
|Total Income ||223566031 ||196437797 |
|Profit before depreciation and taxation ||25576147 ||32720777 |
|Depreciation ||21878855 ||29025685 |
|Profit before tax ||3697292 ||3695092 |
|Taxation (including Deferred Taxation and Short/Excess Provision for Earlier year) ||(5905743) ||(11175890) |
|Profit /loss after Tax ||9518941 ||4894950 |
TURNOVER PROFITS & FUTURE PROSPECTS
The total income during the year under review is Rs. 22 35 66031/- as against Rs.19 64 37797/- in the previous year. The company gain profit of Rs. 9518941/- asagainst the profit of Rs. 48 94950/- in the previous year.
Based on Company performance the Directors are unable to recommend dividend due toinadequate profits.
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.
CHANGES IN NATURE OF BUSINESS:
There is no change in nature of business.
ECONOMIC SCENARIO AND OUTLOOK
The Indian economy witnessed another challenging year growing by 7.5% in real termsduring the first nine months of 2015-16 representing a marginal improvement over 2014-15(7.2%). However there was a marked decline in Nominal GDP growth which stood at 8.1% forthe period April 2015 to December 2015 compared to 11.4% for the corresponding period inthe previous year. As per median estimates based on the Survey of ProfessionalForecasters conducted by RBI the Indian economy is likely to grow by 7.7% in 201617.
On the positive side Inflation remained well within the comfort zone aided by lowglobal crude oil and commodity prices. While Wholesale Price Index (WPI) for 2015-16 hasremained in the negative zone for 16 consecutive months Core CPI inflation also eased to4.6% in 2015-16 as compared to 5.5% in 2014-15.
As per median estimates based on the Survey of Professional Forecasters conducted byRBI the Indian economy is likely to grow by 7.7% in 2016-17. The pace of growth isunlikely to witness significant acceleration in the short term in view of a weak globaleconomic environment and muted growth in private investments given the relatively lowlevels of capacity utilisation and stretched corporate balance sheets.
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 tumover of Rs. 2235.66 lakhs. (Prev. year Rs.1964.38 lakhs)registering a growth of 13.81% over the previous year and earned a cash profit ofRs.313.98 lakhs. Profit after Tax (PAT) for the year was Rs. 95.19(in lacs) with a growthof 94.46% in comparison to the previous year's profit i.e. Rs. 48.95 (in lacs).
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.
The well disciplined workforce which has served the company for three decades lies atthe very foundation of the companys major achievements and shall well continue forthe years to come. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has 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 proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In todays challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter 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.
1. 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 30.09.2015 for the Financial year 2015-16 who retires atthis Annual General Meeting and are being re-appointed at this Annual General Meetingsubject to the approval of members.
2. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 the Company hasappointed M/s Naredi Vinod & Associates (CP No 7994 ACS 20453) Company Secretariesto undertake the Secretarial audit of the company for the financial year 2015-16.
3. 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.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Key Managerial Personnel
During the year Ms. Anjali Kumawat Company Secretary was appointed as theCompliance Officer of the Company as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 entered with Stock Exchanges and as per provisions of thesection 203(ii) of the Companies Act 2013 w.e.f. 26th December2015 in placeof Ms. Kalpana Jhalani. She is an Associate member of the Institute of CompaniesSecretaries of India.
DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNAL
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2015 are givenbelow:
1. REMUNERATION OF MANAGING DIRECTOR
Following are the details of the annual salary (payable monthly) proposed to be paid toMr. Girdhar Gopal Saboo Managing Director: - Consolidated Salary including Perquisites andallowances etc- 3000000/- (Rupees Thirty Lakhs only).
Basic Salary: 1 60000(Monthly)
Heis entitled to receive the following:-
a Gratuity as per the rules of the Company but not exceeding half a month's salary foreach completed yearof service.
b. Encashment ofleave atthe end of tenure.
c. Provision of car for use on Company Business.
d. Free landline telephone facility at residence along with free mobile telephonefacility. Long distance personal calls to be recovered bythe Company.
e. He shall also be entitled to reimbursement of entertainment expenses actually andproperly incurred in the course of business of the Company.
2. REMUNERATION OF WHOLE TIME DIRECTOR
Following are the details of the annual salary (payable monthly) proposed to be paid toMrs. Archana Saboo Whole Time Director: - Consolidated Salary including Perquisites andallowances etc- 300000/- (Rupees Three Lakhs only).
Basic Salary: 16000(Monthly)
Sheis entitled to receive the following:-
a. Gratuity as per the rules of the Company but not exceeding half a monthssalary for each completed year of Service.
b. Encashment of leave at the end of tenure.
c. Provision of car 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. She 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 companys 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.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Calcutta and Bombay Stock Exchange. TheCompany confirms that it has paid the Annual Listing fees for the year 2015-16 to BSEwhere the Companys shares are listed.
The company has entered into a new Listing Agreement with Bombay Stock Exchangeaccording to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 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 2015 are:
a) Employed throughout the year- Nil
b) Employed for part of the year- Nil
During the year under review your Company has not invited any fixed deposit from thepublic in the terms of the provision of Section 73 to 76 of the Companies Act 2013 readwith the Companies (Acceptance_of Deposits) Rules 2015.
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 2015 is annexed herewith as"Annexure A.
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.
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 theDirectors Report.
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 Directorsand employees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report.
Secretarial Audit was carried out by M/s. Naredi Vinod & Associates CompanySecretaries the Secretarial Auditor of the Company for the financial year 2015-16. 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.
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 2016 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 2016 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;
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 tothis Report.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
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 onCompanys website at https://www.suryasalt.com. The Policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arms 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. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
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.
The statements contained in the Boards Report and Management Discussion andAnalysis contain certain statements relating to the future and therefore are forwardlooking within the meaning of applicable securities laws and regulations. Various factorssuch as economic conditions changes in government regulations tax regime other statuesmarket forces and other associated and incidental factors may however lead to variation inactual results.
Your Companys Board and employees are inspired by their vision of sustaining ofthe Company 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 Companys contribution to the Indian economy is manifest in thecreation of unique business models that foster international competitiveness. Propelled bythis vision and powered by the internal vitality your Directors look forward to thefuture with confidence.
| ||For and on behalf of the Board of Directors || |
|Date: 30th May 2016 ||Sd/- ||Sd/- |
|Place: JAIPUR ||SANJAY SARNA ||GIRDHAR GOPAL SABOO |
| ||(Director) ||(Managing Director) |