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Sanwaria Consumer Ltd.

BSE: 519260 Sector: Agri and agri inputs
NSE: SANWARIA ISIN Code: INE890C01046
BSE LIVE 15:45 | 15 Dec 19.85 0.90
(4.75%)
OPEN

19.70

HIGH

19.85

LOW

19.30

NSE 15:40 | 15 Dec 19.85 0.90
(4.75%)
OPEN

19.50

HIGH

19.85

LOW

19.50

OPEN 19.70
PREVIOUS CLOSE 18.95
VOLUME 605760
52-Week high 30.45
52-Week low 2.36
P/E 22.06
Mkt Cap.(Rs cr) 1,461
Buy Price 19.85
Buy Qty 53558.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.70
CLOSE 18.95
VOLUME 605760
52-Week high 30.45
52-Week low 2.36
P/E 22.06
Mkt Cap.(Rs cr) 1,461
Buy Price 19.85
Buy Qty 53558.00
Sell Price 0.00
Sell Qty 0.00

Sanwaria Consumer Ltd. (SANWARIA) - Director Report

Company director report

TO THE MEMBERS

The Members

Your Directors have pleasure in presenting their 24thAnnual Report together with theAudited accounts of the Company for the Financial Year ended March 31 2015.

Financial summary or highlights/Performance of the Company (Standalone)

The financial highlights for the year is as under.(Rs. in Lakhs)

Particulars 2014-2015 2013-14
Net Turnover & Other Income 266253 247267
Profit Before Depreciation Interest and Tax 9207 8657
Depreciation & Amortization expenses 664 479
Finance charges 5300 5049
Profit before Tax 3242 3127
Provision for Tax 793 801
Profit after Tax (Before Deferred Tax) 2449 2326
Less/Add: Tax (Deferred) (54) (81)
Profit After Deferred Tax 2503 2406
Dividend _ _
26980 24476
Reserves
Shareholders' Fund 30451 27930
EPS 0.72 0.69
DEPS 0.72 0.69

Operational Review

The revenue increased to Rs. 266253 Lakhs against Rs. 247267 Lakhs in the previousyear. Profit before taxation was Rs. 3242 Lakhs against Rs. 3127 Lakhs in the previousyear. After providing for the taxation the profit stood at Rs. 2503 Lakhs against Rs.2406 Lakhs in the previous year. Company is making out all effort to ensure that theproducts developed are in tune with the needs of the consumers and initiated several stepsto mark its presence in the premium markets reducing the marketing lag and improve theCompany's products some of the current initiative that are expected to help the Companyto be a cost effective to enable it to meet the challenges of competitive markets in thefuture.

Oil Division

During the year Soya Seeds processed stood at 103640 MT. Your company sustained to beone of leading player in the Edible Oil sector. The Capacity Utilization of the solventextraction plant has been constantly higher than Industry average. The Soya oil producedstood at 17689 MT and the De-oiled cake produced stood at 90169 MT. The Company is alsoproducing Rice Bran oil.

Refinery Division

Production of Refined oil stood at 13765 MT during the year under review.

Rice Division

Production of Rice stood at 35312 MT during the year.

Dividend

Yours directors have decided not to recommend any dividend on the Equity shares of thecompany for the financial year 2014-15 for further expansion plans.

Reserves

The Board has recommended transferring of Rs. 20000000 to the General Reserves and anamount of Rs. 275749000 out of the current year profit is transferred to Profit andloss Account.

Share Capital

The authorized and paid up equity share capital of the Company for the year ended March31 2015 is the same in comparison with the previous year ended March 31 2014. TheCompany has not issued any equity shares with differential voting rights nor granted stockoptions nor sweat equity.

Branding Awards and Recognition

Your Company won many accolades;

Our Company is registered as ISO 14001:2004 for Environmental Management System ascertified by Care Certification Private Limited.

Our Company is also registered as ISO 22000:2005 for food Safety Management with HACCPas certified by Care Certification Private Limited.

SAOL is also awarded with Certification of compliance for good Manufacturing Practice(GMP) System as per the norms laid down by World Health Organization and certified by UKCertification & Inspection Ltd.

SAOL is also awarded with Certification of Halal Products Authentication for feistyhygiene condition adhering to food Safety & Quality control with moderninfrastructure.

Our company has been upgraded from the status of ?Star Export House to the ?TradingHouse granted by Director General of Foreign Trade in accordance with the provisions ofthe foreign Trade policy 2009-14.

Ranked by ?Plimsoll Global Analysis United Kingdom as the 426th largest Company in theConsumer Food Manufacturers industry amongst the top 500 Food Manufacturers and alsolisted as a top performer at 363rd most profitable food manufacturing company.

Your Company has been ranked by ?Manappuram Finance Limited India Top 500 Companies2014.

Our Company has been awarded with 2nd Outstanding Achievements Awards 2014 forExcellence in Outstanding Achiever for Export Category Large Enterprise by Federation ofMadhya Pradesh Chambers of Commerce & Industry Bhopal in the year 2014.

Directors and Key Managerial Personnel

Directors

The Company has 16 (Sixteen) directors comprising of 8 (Eight) Independent Directors 4(Four) Non-Executive Directors including Chairman 4 (Four) Whole-Time Directors.

Smt. Geeta Devi Agrawal and Mr. Rajul Agrawal retire by rotation at the forthcomingAnnual General Meeting and being eligible offers themselves for reappointment. The detailof the Directors being eligible to be reappointed is set out in the notice forming part ofthe Annual General Meeting.

Mr. K.L. Jain Mr. Arun Kumar Pandey Mr. Anil Kumar Vishwakarma Mr. Hans Kumar VermaMr. Hari Krishan Agrawal Mr. Surendra Kumar Jain Mr. Santosh Kumar Tiwari and Mr. ShyamBabu Agrawal were appointed as an Independent Directors in the last Annual General meetingfor term of 5 years.

All independent directors have given declaration that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act2013 and Clause 49 of the Listing Agreement.

Key Managerial Personnel

In accordance to the provisions of the Companies Act 2013 Mr. Anil AgrawalWhole-Time Director Mrs. Archna Nagrani Chief Financial Officer and Ms. PriyankaShrivastava Company Secretary were designated as Key Managerial Personnel of the Company.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of sub rule (2) ofRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year twelve Board Meetings and four Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

Committees of the Board

During the year in accordance with the Companies Act 2013 the board re-constitutedsome of its Committees.

The details of all the Committees of the Board along with their charters compositionand meetings held during the year are provided in the Corporate Governance Report whichforms part of this Annual Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

The Company has not paid any Managerial Remuneration for the financial year 2014-15 toany of its Whole-Time Directors and Non-Executive Director. The details of remunerationare provided in the Corporate Governance Report which forms part of the Annual Report.

Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has the following subsidiaries:

• Sanwaria Singapore Pte. Limited(Singapore);

• Sanwaria Energy Limited

During the year there has been no business activity by Sanwaria Singapore Pte. Limited(Singapore) foreign subsidiary of the Company.

The Director Report and the Statement of Accounts together with the Auditor Report arehereby annexed.

In accordance with the Accounting Standard AS-21 issued by the Institute of CharteredAccountants of India Consolidated Financial Statements presented by the Company in thisAnnual Report include the financial information of its subsidiary.

Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.

The statement relating to Subsidiary Company is provided in Annexure II.

Auditors

The Auditors M/s Sunil Saraf & Associates Chartered Accountants Indore retire atthe ensuing Annual General Meeting and being eligible offer themselves forreappointment.

Auditors’ Report.

The Auditors‘ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

Disclosure about Cost Audit

In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Yogesh Chourasia & Associates Cost Accountants have beenappointed as Cost Auditors to conduct the audit of cost records of your company for thefinancial year 2015-16. The remuneration proposed to be paid to them requires ratificationof the shareholders of the Company. In view of this your ratification for payment ofremuneration to Cost Auditors is being sought at the ensuing AGM. Your Company submits itsCost Audit Report with the Ministry of Corporate Affairs within the stipulated timeperiod.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. P.K. Rai &Associates Practicing Company Secretary have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure III to thisreport. The report is self-explanatory and do not call for any further comments.

Internal Audit & Controls & Their Adequacy

The Company internal control systems are audited by Agrawal and Dhoot.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Internal Auditors findings arediscussed with the process owners and suitable corrective actions are taken as per thedirections of Audit Committee on an ongoing basis to improve the efficiency in operations.

Vigil Mechanism/ Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.sanwariaagro.com under investors/Vigil Mechanism Policy link.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company‘s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

Risk management policy

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting Agreement the company has constituted a risk management committee. The details ofthe committee and its terms of reference are set out in the corporate governance reportforming part of the Board report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

Extract of annual return

The details forming part of the extracts of the Annual Return in MGT-9 is annexedherewith as ?Annexure IV .

Significant and material order

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company‘s operations in future.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Particulars of loans guarantees or investments

The Company has not given any loans guarantees or investments covered under theprovisions of Section 186 of the Companies Act 2013.

Particulars of contracts or arrangements with related parties:

All the related party transactions that were entered into during the financial yearwere on arm‘s length basis and were in the ordinary course of the business. There areno materially significant related party transactions made by the Company with thePromoters Key Management Personnel or other designated persons which may have potentialconflict with the interest of the Company at large.

The details of the Related Party transactions are provided in Annexure I.

Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement shall be annexedwith the report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as stipulated under Clause 49 of theListing Agreement with the Stock Exchanges forms part of this Annual Report.

Obligation of Company under the Sexual Harassment of Women At Workplace (PreventionProhibition And Redressal) Act 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the year theCompany has not received any complaint of harassment.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A. CONSERVATION OF ENERGY:

The Company has taken the following measures towards the conservation of energy.

i.) Use of energy efficient CFL and LED lamps in all plants.

ii) Recycling the Vacuum Pump cooling water.

iii) Usage of Natural Gas replacing Light Diesel Oil in Boiler.

iv) Online monitoring of Boiler Efficiency.

v.) Recirculation of cooling tower water. vi) Installation of higher efficiency DG setsfor uninterrupted power supply.

vii) The Company has installed variable frequency drive. The Company has made effortsto conserve and optimize the use of energy.

viii) Utilization of UPS and high voltage control stabilizers.

Bene ts of above measures

i.) Cost reduction due to decline in overall energy consumption.

ii) Improved productivity by 2% through online monitoring of Boiler Efficiency.

iii) Sustained un-interrupted power supply facilitated in achieving production leantime.

iv) Curtailed wastage at each production stage.

v.) Enhanced operating margin through cost reduction.

vi) Overall contributed towards environment and restrained wastage of water and foodcommodity used as raw material in production.

vii) Company has been able to achieve the least possible consumption of energy incomparison to the industry average.

Contents Company’s Consumption Industry’s Consumption
Electricity Consumption 56 units 80 units*
Coal Consumption 102 Kg 160 kg*
Rice Husk Consumption 63.93 Kg _

*Source: Observed from the cases of most of the plants in the area.

B. The required data with regard to conservation of energy is furnished below: Powerand Fuel Consumption

Particulars Year Ended March 31 2015 Year Ended March 31 2014
Electricity
a) Purchased Unit (KWH) 6940159 9336848
Total amount (in Rs.) 54760212 71620165
Rate / Unit (KWH per unit) 7.89 7.67
b) Owned Generation Unit (KWH) 103265 113771
Total Amount (in Rs.) 1218018 2037184
Rate / Unit (KWH) 11.79 17.91
c) Coal ‘C’ & ‘D’ Grade for Steam Generation
Quantity (MT) 12924 32669.78
Total Cost (In Rs) 70728007 171399576
Rate / MT 5472.61 5246.42
d) Rice Husk
Quantity (MT) 2286
Total Cost (In Rs) 3428572
Rate / MT 1500
e) Furnace Oil _
f) Other / Internal Generators _
Consumption Production per unit
Electricity- KWH /MT 442.9 339.77
Furnace Oil Liter
Coal (specify)- MT 559.79 792.45
Rice Husk 95.90 _

C. TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:

1. Specific areas in which Technology absorption and R&D carried out by thecompany:

2. Developing new products and product improvements.

3. Standardization of raw material production methods and finished goods quality.

4. Up gradation of plants for the improvement in quality of oil.

5. Reduction of emission of pollutants from Chimney by installing pollution controlequipments.

6. Manufacturing of Jar for Captive Consumption for packaging of Soy Refined Oil andRBD Palm oil and Rice Bran Oil.

Bene ts Derived as a result of above:

• Product improvement

• Increased Productivity

• Improved Quality

• Cost Saving

• Reduced Steam Consumption

• Safe Working Condition

• Healthy environment

• Manufacturing and Packaging Quality Enhanced

The quality of company's products has improved and thereby enjoying signi cant positionin the industry.

3. Future plan of action: The Company is taking step for R & D in theexisting area and also in new product mainly focus on the cost effectiveness ecofriendly product and meet the requirement of consumer. Efforts are being made to furtherimprove the quality of products and their range.

(c) Foreign exchange earnings and Outgo

The Company has continued to maintain focus and avail of export opportunities based oneconomics considerations. Foreign Exchange earned and used: (In US $)

Contents 2015 2014
Foreign Exchange earned US$ 27.09 Million US$ 57.97 Million
Foreign Exchange used US$ 16.75 Million US$ 46.65 Million
Net Foreign Exchange Earned US$ 10.34Million US$ 11.32 Million

Corporate Social Responsibility (CSR)

The Company has constituted CSR Committee and has framed CSR Policy. The policy isavailable on the website of the Company www.sanwariagro.com. The Company has not spend onCSR activity for the financial year 2014-15 but it will commence its expenditure on CSRfrom 2015-16 as it is still searching for an eligible NGO working in the direction ofCompany‘s CSR Policy so that the benefits of such an initiative can reach to thedowntrodden people.

Industrial Relations

Your Company treats its ?human resources as one of its most important assets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement. During the year under review your Company enjoyed cordialand healthy relationship with workers and employees at all levels.

Directors’ Responsibility Statement

The Directors‘ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toNSE and BSE where the Company‘s Shares are listed.

Acknowledgements

Your Directors take this opportunity to place on record their gratitude and thank theFinancial Institutions Bankers Government Authorities Customers Vendors Shareholdersand Employees for their valuable guidance support and continued assistance cooperationto the Company. The Directors also commend the continuing commitment and dedication of theemployees at all levels. The Board of Directors also look forward to their continuedsupport in future

For and on behalf of the Board of Directors
Sd/-
Place: Bhopal Geeta Devi Agrawal
Date: August 14 2015 Chairman
DIN: 06582600