Sarda Proteins Limited
Your directors are pleased to present the 26th Annual Report together with the auditedannual financial statements along with Auditor's Report thereon for the financial yearended March 31 2017.
1. FINANCIAL HIGHLIGHTS
(Amount in lakhs)
|Particulars ||F.Y. 2016-17 ||F.Y. 2015-16 |
|SALES ||610.61 ||195.42 |
|Other Income ||7.42 ||10.94 |
|Expenses ||635.71 ||221.37 |
|Profit/(Loss) before ||(17.68) ||(15.01) |
|Depreciation and Extra || || |
|Ordinary Income || || |
|Depreciation ||1.45 ||1.77 |
|Extra Ordinary Income ||- ||- |
|Profit/( Loss) before Taxes ||(19.14) ||(16.78) |
|Provision for Taxes ||(5.93) ||(1.42) |
|Net Profit/(Loss) ||(13.21) ||(15.36) |
2. PERFORMANCE REVIEW
The company is mainly engaged in the business of Agro Products. During the year underreview the sales of your Company has increase to Rs. 610.61 Lakhs that is a threefoldincrease from last year's sales of Rs. 195.42 Lakhs. The net receipts from operationsduring the year under review were Rs. 610.61 Lakhs as against Rs. 195.42 Lakhs in theprevious year. The Loss after tax is Rs. 13.21 Lakhs as against a loss of Rs. 15.36 Lakhsin the previous year.
Due to losses the company is not able to declare any dividend during the year;therefore your Directors do not recommend payment of any dividend for the Financial Year2016-17.
4. CAPITAL STRUCTURE
During the Financial Year 2016-17 there was no change in capital structure of theCompany and paid up Share capital of the Company stands at Rs. 17259000/- (Rupees OneCrore Seventy Two Lakhs Fifty Nine Thousand) and a balance of Rs. 7786000.00 in ShareForfeiture Account on account of forfeiture of 1557200 Equity Shares in previous year.
5. TRANSFER TO RESERVES:
No amount is proposed to be transferred to the reserves of the Company.
6. LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY
During the year under review the Company has not granted any loans guarantees orprovided securities in excess of limits prescribed under Section 186 (2) of the CompaniesAct 2013 and has not made any investment through more than two layers of InvestmentCompanies. The Loan and advances given and investments made by the company are disclosedin the Financial Statements. (Please refer note 9 and 10 in the financial statement).
7. RELATED PARTY TRANSACTIONS
In line with the requirements of Section 188 the Companies Act 2013 and ListingRegulations There were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated persons.None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany. Accordingly the disclosure of Related Party Transactions as required underRegulation 23(8) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 134(3)(h) of the Companies Act2013 in Form AOC-2 is not applicable.
8. FIXED DEPOSITS
During the year under review the Company has not invited accepted or renewed anyfixed deposit from the public within the meaning of Section 73 and 76 of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
9. ASSOCIATE AND SUBISIDIARY COMPANIES
During the year under review there were no associate and subsidiary Company in termsof Companies Act 2013.
10. LISTING OF SECURITIES
At present the Equity shares of the company are listed and traded with the BSE Limitedand the listing fee for the year 2017-18 has been duly paid. Scrip Code: 519242. Thecompany had applied for delisting to Calcutta Stock Exchange Association Limited on02.09.2003and has not paid any listing fees since then and neither received anycommunication from the said exchange in this matter. 11. NUMBER OF MEETINGS OF BOARD OFDIRECTORS
During the year under review 4 (Four) Board Meetings were held on 28.05.201610.08.2016 05.11.2016 and 28.01.2017.
The frequency of board meetings and quorum at such meetings were in accordance with theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") and thelisting agreements entered into by the company with the Stock Exchanges and compliances ofSecretarial Standards-1 on Meeting of the Board of Directors issued by ICSI. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and the Listing Regulations.
All the Board members and the senior management personnel have affirmed compliance withthe Code of Conduct during the year ended on March 31 2017.
12. DECLARATION OF INDEPENDENCE BY DIRECTORS
The Independent Directors of the Company viz. Mr. Kailash Kumar Dhoot Mr. BadriBishal Sarda and Mr. Sanwar Mal Pareek have affirmed that they continue to meet all therequirements specified under sub-section (6) of section 149 of Companies Act 2013in respect of their position as an "Independent Director" of the Company.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) DIRECTORS ??Appointment of an Independent Director Mr. Sanwar Mal Pareek
During the year under review Mr. Sanwar Mal Pareek (DIN: 007434553) was appointed asan additional director (Independent Director) in the Board meeting held on 28.05.2016 andwas appointed as an Independent Director at the Annual General Meeting for a period offive years and not liable to retire by rotation. ??Appointment /Re-appointment ofExecutive Directors
During the year under review Mr. Damodar Prasad Sarda (DIN: 00763377) as aWhole-Time-Director of the Company his tenure was up-to 31.01.2017 Therefore he wasre-appointed by the Board of Directors as a Whole-Time-Director in their meeting held on28.01.2017 subject to the approval of the shareholders at the ensuing Annual GeneralMeeting for a further period of three years with effect from 01.02.2017 to 31.01.2020.So the Board recommends his re-appointment for the consideration by the members of theCompany in the ensuing Annual General Meeting. ??Retirement of Director by rotation.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. DamodarPrasad Sarda (DIN: 00763377) Whole-Time-Director of the Company who was retired andbeing eligible was re-appointed with the approval of members at the Annual GeneralMeeting held on 20.09.2016.
Further in accordance with the provisions of the Companies Act 2013 and the articlesof Association of the Company Mrs. Krishna Devi Sarda (DIN:07100074) Non-executiveDirector of the Company shall retire by rotation at the ensuing Annual General Meeting ofthe Companyand being eligible has offered herself for re-appointment and herre-appointment is being recommended by the Board of Directors. ??Cessation of Directors
During the year Mr. Badri Bishal Sarda (DIN:01264693) Independent Director of thecompany ceased to be a director of the company w.e.f. 05.11.2016 as his office was vacatedunder section 167(1) (b) of the Companies Act 2013 as he remained absent from all themeetings of the Board of Directors during a period of twelve months.
(B) KEY MANAGERIAL PERSONNEL:
During the year Ms. Jyoti Soni Company Secretary of the company resigned w.e.f.20.05.2016 and Ms. Priya Gupta was appointed w.e.f. 28.05.2016 as Company Secretary andCompliance Officer fulfilling the requirement of Section 203 of the Companies Act 2013and rules made there under and Regulation 6 of Listing Regulations.
M/s. Khetawat Agarwal & Co. Chartered Accountants (Firm Registration No. 003960C)Alwar were appointed at 23rd Annual General Meeting held on 30.09.2014 for a period offive years as Statutory Auditors to hold office till the conclusion of the 28th AnnualGeneral Meeting of Company subject to ratification from the members of the Company everyyear. Ratification of their appointment for the financial year 2017-18 is sought in theensuing AGM.
The company has received consent from M/s. Khetawat Agarwal & Company CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013 and that they are not disqualified forappointment within the meaning of Section 141 of the said Act. Accordingly the Board ofDirectors has recommended the ratification of their appointment as Statutory Auditors.
The Financial Statements and the Auditor's Report thereon for the financial year endedMarch 31 2017 does not contain any qualification/reservation & adverse remark it isself-explanatory and do not call for any further comments.
As per pursuant to the provision of section 204 of Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 every ListedCompany is required to appoint Secretarial Auditor to carry out Secretarial Audit of theCompany.
In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade there under the Board of Directors had appointed M/s V. M. & Associates CompanySecretaries in Practice Jaipur (FRN: P1984RJ039200) to conduct the secretarial audit ofthe Company for the financial year 2016-17.
A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates CompanySecretaries in Practice in respect of the secretarial audit of the Company for thefinancial year ended March 31 2017 is given in Annexure "I" to this Report andit carries the following qualifications: Company has not adhered to the Regulation 31 ofSecurities and Exchange Board of India (Listing Obligation and Disclosures Requirement)Regulations 2015 requiring hundred percent Shareholding of promoter(s) and promoter groupin dematerialized form.
In respect of above stated qualifications your Directors would like to clarify that:The Company has received the ISIN dated 23.05.2016 and promoter group applied for Demataccounts but account of one of the Corporate Promoters could not be opened due to sometechnical reasons and one Mr. Madhu Sudan Somani holding only 100 Equity Shares is no morein the promoter group. However Corporate Promoter account has been opened and its holdinghas been dematerialized.
On the recommendation of the Audit Committee The Board has re-appointed M/s V. M.& Associates Company Secretaries in Practice Jaipur as Secretarial Auditor of theCompany to carry out secretarial audit of the Company for the financial year 2017-18.
Pursuant to the provision of Section 138 of Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 every Listed Company is required to appoint an InternalAuditor or a firm of Internal Auditors to carry out internal audit of the Company. Inconsonance with the afore-mentioned M/s Amit M Agarwal & Co. Chartered AccountantsAlwar was appointed to conduct the Internal Audit of the Company for the financial year2016-17. The Board has re-appointed M/s Amit M Agarwal & Co. Chartered AccountantsAlwar as the Internal Auditor of the Company for the financial year 2017 -18.
15. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on the website of the company i.e.http://www.sardaproteins.com/contact. All the Board members and the senior managementpersonnel have affirmed compliance with the Code of Conduct during the year ended on March31 2017.
16. RISK MANAGEMENT
The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively. The Company has contracts of materials andsometimes hedges the same in the NCDEX and has some risk in their as sometime market goesin different Directions. The Directors keep strict watch on it.
17. VIGIL MECHANISM
The Board adopted and implemented the vigil mechanism/whistle-blower policy that adoptsglobal best practices. We have established a vigil mechanism for Directors and employeesto report concerns and unethical behavior actual or suspected fraud or violation of ourcode of conduct and ethics. It also provides for adequate safeguards against thevictimization of persons who use such mechanism and make provision for direct access tothe chairperson of the Audit Committee in exceptional cases. The functioning of the vigilmechanism is reviewed by the Audit Committee from time to time. Further no personnel havebeen denied access to the audit committee as per the Listing Regulations. The vigilmechanism policy has been uploaded on the website of the Company i.e.http://www.sardaproteins.com/ files/documents/VIGIL-MECHANISM_Sarda.pdf. and also confirmthat no whistle blower event was reported during the year and mechanism is functioningwell.
18. AUDIT COMMITTEE
Due to vacation of office of Mr. Badri Bishal Sarda (DIN: 01264693) non-executiveIndependent Director of the Company. Therefore the Audit Committee was recomposed as perthe provisions of Section 177 of Companies Act 2013 read with the Companies (Meetings ofboard and its Powers) Rules 2014. It consists of a minimum three directors withindependent director forming a majority and majority of members of Audit Committeeincluding its Chairperson shall be the person with ability to read and understand thefinancial statements.
The committee comprises of 2 (two) Non-executive & Independent Directors and 1(one) Whole Time Director as on March 31 2017 and the details of the Committee membersare set out below in the following table:
|Name Of Member ||Category ||Capacity |
|Mr. Kailash Kumar Dhoot; ||Non-Executive & Independent Director ||Chairman & Member |
|DIN: 00168546 || || |
|Mr. Sanwar Mal Pareek; ||Non-Executive & Independent Director ||Member |
|DIN: 07434553 || || |
|Mr. Damodar Prasad Sarda ||Whole Time Director ||Member |
|DIN: 00763377 || || |
TERMS OF REFERENCE OF AUDIT COMMITTEE:
The terms of reference of the Audit Committee inter alia include the following: ??therecommendation for appointment remuneration and terms of appointment of auditors of theCompany; ??review and monitor the auditor's independence and performance andeffectiveness of audit process; ??examination of the financial statement and the auditor'sreport ??approval or any subsequent modification of transactions of the Company withrelated parties; ??scrutiny of inter-corporate loans and investments; ??valuation ofundertakings or assets of the Company wherever it is necessary; ??evaluation of internalfinancial controls and risk management systems; ??monitoring the end use of funds raisedthrough public offers and related matters.
19. NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy (the "Policy") applies to the Boardof Directors (the "Board") Key Managerial Personnel (the "KMP") andthe Senior Management Personnel of Sarda Proteins Limited (the "Company")."Key Managerial Personnel" (KMP) means (i) the Chief Executive Officer or theManaging Director or the Manager (ii) the Company Secretary; (iii) the Whole-timeDirector: (iv) the Chief Financial Officer; and (v) such other officer as may beprescribed; The term "Senior Management Personnel" means to include all membersother than the Directors and KMPs of the Company who are members of management one levelbelow the Executive Directors. This Policy is in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and applicable ListingRegulations and includes formal evaluation framework of the Board. Policy on Nomination& Remuneration which lays down the framework in relation to appointment remunerationand evaluation of Directors Key Managerial Person and Senior Management of the Company.The Nomination and Remuneration Policy is also on the website of the company i.e. ht t p : / / w w w . s a r d a p r o t the i n s . c o m / f i l the s /documents/NOMINATION-AND-REMUNERATION POLICY_Sarda.pdf and annexed as Annexure"II" to this Report.
20. FORMAL ANNUAL EVALUATION OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL DIRECTORS
In line with the corporate governance guidelines of the Company Annual performanceevaluation was conducted for all Board Members as well as the working of the Board and itsCommittee. The evaluation/assessment was led by the Chairman of Board governanceNomination and Remuneration committee with specific focus on the performance and effectivefunctioning of the Board. The Board evaluation framework has been designed in compliancewith the requirements under the Companies Act 2013 and the Listing Regulations and inconsonance with Guidance Note on Board Evaluation issued by SEBI recently. Evaluation ofthe Board was based on criteria such as composition and role of the Board Boardcommunication and relationships functioning of Board Committees review of performanceand compensation to Executive Directors succession planning strategic planning etc.Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings representations of shareholders interest and enhancingshareholders value experience and expertise to provide feedback and guidance to topmanagement on business strategy governance and risk understanding of the organization'sstrategy risk and environment etc.
The outcomes of the Board evaluation for financial year 2016-17 was discussed by theBoard governance Nomination and Remuneration committee and the board in their meeting.The Board has received consistent rating on its overall effectiveness and has been ratedcomparatively higher this year for composition of Directors and their skills attributesand experience. The Board has also noted areas requiring more focus in the future.
21. INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal control systems and internal audit reports.
22. CORPORATE GOVERNANCE REPORT
As per Regulation 15(2) of the Listing Regulation the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies: a.Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worthnot exceeding Rs.25 crore as on the last day of the previous financial year; b. ListedEntity which has listed its specified securities on the SME Exchange.
Since our Company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report. However the Company has due corporate governance normsfor the financial year 2016-17.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year 2016-17:-??Number ofcomplaints received: NIL ??Number of complaints disposed off: NIL
24. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis report pursuant to Listing Regulations forms partof the Annual Report for the Financial Year
2016-17 which is presented as under:
a) INDUSTRY STRUCTURE AND DEVELOPMENTS
The Indian economy is striving on a relatively strong path. However there was a strongcompetition in edible oil market due to imports and lower taxation to new MSME unit. Themarket was hit due to demonetisation but gradually it normalised but it affected thesales for around two months.
b) OUTLOOK ON OPPORTUNITIES
The company is mainly dealing in Edible oils and other Agro products viz. oil seedcereals etc. The current year after initial good going took a steep fall very rarely seenin the first quarter due to fall in sales for no body stocking the goods due to impositionof GST. Earlier performance of the company was also effected due to benefit of taxation toMSME But with the advent of Goods and Services Tax from July 01 2017 there is going tobe level playing field for all the players in the industry from the taxation point ofview. The management now hopes this will help to your company to regain market share inthe edible oil market. The Board of Directors are hopeful to deliver better results in thecurrent financial year after the advent of Goods and Services Tax from 1-Jul-2017.
c) OUTLOOK ON THREATS RISKS AND CONCERNS
Government policies political situation and global speculative trends in thecommodities company is dealing pose some risk to the operations of the Company.
d) INTERNAL CONTROL SYSTEM
The Company has established its internal control system commensurate with therequirement of its size. In the company is well staffed with experienced and qualifiedpersonnel who will play an important role in implementing and monitoring the internalcontrol environment and compliance with statutory requirements.
e) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Total revenue for the financial year ended March 31 2017 stood at Rs. 618.03 Lakhs asagainst Rs. 206.36 Lakhs for the financial year ended March 31 2016 further the Lossafter tax for the financial year ended March 31 2017 stood at Rs. 13.21 Lakhs as againsta loss of Rs.15.36 Lakhs for the financial year ended March 31 2016. The EPS for thefinancial year ended March 31 2017 is Rs. (0.77) as compared to Rs. (0.89) for theprevious year.
f) HUMAN RESOURCE MANAGEMENT
Human resources are a valuable asset for any organization. The company is givingemphasis to upgrade the skills of its human resources. This is in keeping with its policyof enhancing the individual's growth potential within the framework of corporate goals.Total number of employees as on March 31 2017 stood at 6.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations.
The particulars relating to the energy conservation and technology absorption andforeign exchange earnings and outgo as required under Section 134(3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given in the Annexure"III" to this Report.
26. EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return in form no. MGT-9 as on the financial year ended onMarch 31 2017 as required under Section 92(3) of the Companies Act 2013 read with TheCompanies (Management and Administration) Rules 2014 is given in Annexure "IV"to this Report.
27. EMPLOYEE REMUNERATION
(A) Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 are annexed to this report asAnnexure "V".
(B) Disclosure of the names of top ten employees in terms of remuneration drawn isprovided in Annexure "VI" as per the requirement of The Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016.
(C) Further None of the employees of the company was in receipt of the remunerationexceeding the limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 of theCompanies Act 2013 during the year under review.
28. MATERIAL CHANGES DURING THE FINANCIAL YEAR UNDER REVIEW
The information required under Section 134 of the CompaniesAct 2013 read with theCompanies (Accounts) Rules 2014 relating to material changes and commitments: There wereno such material changes and commitments occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichaffecting the financialposition of the company.
29. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that: i. in the preparation of theannual accounts for the year ended March 31 2017 the applicable accounting standardshave been followed and there are no material departures from the same; ii. the directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit andloss of the company for that period; iii. the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; iv. the directors have prepared the annual accounts on agoing concern basis; v. the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and; vi. the directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir patronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.
| ||For and on behalf of the Board of Directors |
| ||For Sarda Proteins Ltd. |
|SD/- ||SD/- |
|Damodar Prasad Sarda ||Siddharth Sarda |
|Whole-time Director & CFO ||Whole-Time-Director |
|DIN:00763377 ||DIN: 00763412 |
|Date : August 10 2017 || |
|Place: Alwar || |