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Sagar Soya Products Ltd.

BSE: 507663 Sector: Industrials
NSE: N.A. ISIN Code: INE131O01016
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VOLUME 150
52-Week high 1.32
52-Week low 0.95
P/E 2.44
Mkt Cap.(Rs cr) 1
Buy Price 0.95
Buy Qty 2050.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.95
CLOSE 0.99
VOLUME 150
52-Week high 1.32
52-Week low 0.95
P/E 2.44
Mkt Cap.(Rs cr) 1
Buy Price 0.95
Buy Qty 2050.00
Sell Price 0.00
Sell Qty 0.00

Sagar Soya Products Ltd. (SAGARSOYAPROD) - Director Report

Company director report

TO THE SHAREHOLDERS

To

The Members

Sagar Soya Products Limited

Your Directors have great pleasure in presenting 35th ANNUAL REPORT alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2017.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in)

PARTICULARS

YEAR ENDED

31.03.2017 31.03.2016
Total Income 8802823.58 5655528.72
Total Expenditure 7036322.49 5258120
Profit/(Loss) before Taxation 1766501.09 (3302537.93)
Profit/(Loss) after Taxation 1766501.09 (3302537.93)
Profit/(Loss) Brought Forward (133761548.78) (130459010.85)
Balance carried to Balance Sheet (131995047.69) (133761548.78)

2. TRANSFERS

There are no transfers to any specific reserves during the year.

3. REVIEW OF OPERATIONS

The Company has incurred profit of Rs. 1766501.09 during the financial year as comparedto loss of Rs. (3302537.93) during the Previous year. Your Directors expects to achievebetter performance in the future and are taking maximum efforts to control the costs andoptimize the results in the coming years the current profitable situation though marginalis a indication of the same.

4. DIVIDEND

In order to conserve resources your directors do not recommend dividend for the yearended 31st March 2017 with a view to conserve resources.

5. FUTURE PROSPECTS

The product range includes manufacture vegetable oils from soyabean and other oil seedsand oil cakes by solvent extraction process.

The focus of the company is towards increasing the demand of the product in the marketand the Company is also in process of trading into agro-commodity in the market.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year

7. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureA and is attached to this Report

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company has not made any loans guarantees however has made investment underSection 186 of the Companies Act 2013

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as Annexure Bto Director's Report

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditor's report does not contain any qualifications reservations or adverseremarks but secretarial Audit Report contains qualifications pursuant to Section 203 ofCompanies Act 2013 towards appointment of Company Secretary and regulations 31 (2) 47(1)a & b 46 of Listing Obligation and Disclosure Requirements Regulations 2015 andSection 186 of the Companies Act 2013 for Non-Dematerialization of Promotersshareholding nonPublishing of notice of Board Meeting & Financial Results notmaintaining a functional website and making investments in excess of the prescribedLimits.

The Company hereby informs that it has already initiated the process of finding asuitable candidate for the post of Company Secretary and shall make appointment when itfinds the desired candidate. The Promoter shareholding will be converted in to Demat atthe earliest as per regulations 31 (2) of LODR. The yearly/quarterly results and notice ofBoard Meeting are duly hosted on the website of the Company at www.sagarsovaproducts.comand is easily accessible in public domain at the Website of BSE Limited at hence thecompany does not publish the said results in the requisite newspapers as applicable as perRegulation 47(1) a & b of Listing Obligation and Disclosure Requirements Regulations2015. The Company's Website is being updated and is therefore not functional further thereasons given by the secretarial auditor in their report are self-explanatory in itself.The Report of the secretarial auditor in MR-3 is given as an annexure which forms part ofthis report.

13. PARTICULARS OF REMUNERATION OF EMPLOYEES AND DIRECTORS

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 beenprovided as there are no employees in the Company during the Year and the Directors of theCompany do not draw any Remuneration.

The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on 14th February 2017 that the Directors of the Company do not draw anyRemuneration. The Policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of section 178 is available onCompany's website: www.sagarsoyaproducts.com

14. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure Cto Director's Report

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year the Board had met four times on 30th May 2016 ;13th August 2016 ; 14th November 2016 and 14thFebruary 2017.

16. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:

(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312016 and that of the profit ofthe Company for the year ended on that date.

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(iv) That the annual accounts have been prepared on a going concern basis. and

(v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.-the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DIRECTORS

The Board of Directors of the Company is duly constituted as per the applicableprovisions of the Companies Act

2013 and that of the Listing Obligations and Disclosure Requirements 2015

Further during the year there was no change in the Board of Directors of your Company

19. REGISTERED OFFICE:

The Registered office of the company is situated at 32 Vyapar Bhavan 49 P.D. MelloRoad Mumbai Maharashtra- 400009.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules

21. AUDITORS

M/s C.P. Jaria & Co. Chartered Accountant Surat bearing ICAI Firm Registration No104058W are proposed to be appointed as Statutory Auditors in place of Retiring AuditorsM/s O.T Gandhi & Co. at the Annual General Meeting to be held on 29thSeptember 2017 for the period of Five (5) years. i.e upto the Annual General Meeting tobe held in year 2022 subject to ratification at each Annual General Meeting

The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 141 (3)(g) of the Companies Act2013 and that they are not disqualified from appointment

The resolution for their appointment is put forward for your approval in the ensuingAnnual General Meeting.

22. INTERNAL AUDITORS

The company has appointed M/s Ajit Jain & Co. Chartered Accountant as internalauditor of the company for financial year 2017-18.

23. SECRETARIAL AUDITORS

The Company has appointed M/s HS Associates Practicing Company Secretaries asSecretarial Auditor of the Company to carry out the Secretarial Audit for the FinancialYear 2017-18 and to issue Secretarial Audit Report as per the prescribed format underrules 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 isappended to this Annual Report as Annexure D to Director's Report

24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Listing obligations and Disclosure requirements regulations 2015 isannexed to this Annual Report.

25. CORPORATE GOVERNANCE

The company falls under the criteria 15 (2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.

As on 31st March 2017 the Company's Paid up Capital is of Rs.58516890/- (Rupees) and Net worth is of Rs. (1610027)/-

Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company and hencethe same is not published in the report.

26. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary Joint Venture or Associate company andtherefore provision with respect to Section 129 of the Companies Act 2013 are notapplicable to the Company.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

Sr. No Name of the Members Designation
1. Mr. Arun Kumar Sharma Chairman
2. Mr. Chandrakant Patel Member
3. Mrs. Renu Singh Member

The above composition of the Audit Committee consists of independent Directors viz.Mr. Mr. Arun Sharma and Mrs. Renu Singh who form the majority.

The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to the Mr. Arun Kumar Sharma on reportingissues concerning the interests of co employees and the Company. The Vigil MechanismPolicy is available at the website of the company: www.sagarsovaproducts.com

30. ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

Attendance of Board Meetings and Board Committee Meetings

Quality of contribution to Board deliberations

Strategic perspectives or inputs regarding future growth of Company and itsperformance

Providing perspectives and feedback going beyond information provided by themanagement

Commitment to shareholder and other stakeholder interests

Evaluation of Independent Directors

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.

31. COMMITTEES OF THE BOARD

In compliance with the Companies Act 2013 and Pursuant to applicable provisions of(Listing Obligation and Disclosure Requirements) Regulations 2015 your company has thefollowing committees.

I. Audit Committee and its Composition.

Name of the Members Designation
MR. ARUN KUMAR SHARMA CHAIRMAN & INDEPENDENT AND NON EXECUTIVE DIRECTOR
MR. CHANDRAKANT PATEL MANAGING DIRECTOR
MRS. RENU SINGH INDEPENDENT AND NON EXECUTIVE DIRECTOR
II. Nomination and Remuneration Committee and its Composition
Name of the Members Designation
MR. ARUN KUMAR SHARMA CHAIRMAN & INDEPENDENT AND NON EXECUTIVE DIRECTOR
MRS. RENU SINGH INDEPENDENT AND NON EXECUTIVE DIRECTOR
SHRI KRISHNA BABURAM PANDEY INDEPENDENT AND NON EXECUTIVE DIRECTOR
III. Stakeholders' Relationship Committee and its Composition
Name of the Members Designation
MR. ARUN KUMAR SHARMA CHAIRMAN & INDEPENDENT AND NON EXECUTIVE DIRECTOR
MR. ARVINDBHAI PATEL WHOLE-TIME DIRECTOR
MR. CHANDRAKANT PATEL MANAGING DIRECTOR
MR. HITESH PATEL COMPLIANCE OFFICER

32. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.

33. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers commercial banks financialinstitution creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.

BY ORDER OF THE BOARD
FOR SAGAR SOYA PRODUCTS LIMITED
DATE : 14th AUGUST 2017 ARVINDBHAI PATEL
PLACE: MUMBAI CHAIRMAN