SABOO SODIUM CHLORO LIMITED
The Directors have pleasure in presenting before you the 25th AnnualReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2018.
I. FINANCIAL PERFORMNACE
The financial results of the Company for the period under review ascompared to the previous year are summarized below:
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Financial year ended 31 st March 2018
Financial year ended 31st March 2017
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Turnover Profits & Future Prospects
The total income during the year under review is Rs. 233493661/- asagainst Rs. 23 0409393/- in the previous year. During the year under purview companyincurred a profit of Rs. 2113757/- as against loss of Rs. 5812011/- in previous year.Although there is an increase in company's turnover in comparison to the turnover ofprevious year. Now company is planning to start up hotel division alongwith salt divisionfor increasing turnover and profit. Also company is focusing upon increasinginternational sale of salt product.
Based on Company performance the Directors are unable to recommenddividend due to inadequate profits.
Transfer of Unclaimed Dividend to Investor Education and ProtectionFund
The Provisions of section 125(2) of Companies Act 2013 are notapplicable as there was no dividend declared or paid last year.
During the year under review Your Company has not accepted anydeposits from public and as such in the terms of the provision of Section 73 to 76 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 andhence no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.
Particulars of Loans Guarantees or Investments
Pursuant to section 186 of Companies Act 2013 and Schedule V of theListing Regulations disclosure on particulars relating to Loans Advances Guarantees andInvestments are provided as part of the financial statements.
Related Party Transactions
In line with the requirements of the Companies Act 2013 and ListingRegulations your Company has formulated a Policy on Related Party Transactions which isalso available on Company's website at https://www.suryasalt.com.The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in OrdinaryCourse of the Business and on Arm's Length basis. No Material Related Party Transactionsi.e. transactions exceeding twenty five percent of the annual consolidated turnover as perthe last audited financial statements were entered during the year by your Company. AllRelated Party Transactions are placed on a quarterly basis before the Audit Risk andCompliance Committee and before the Board for approval. Prior omnibus approval of theAudit Risk and Compliance Committee is obtained for the transactions which are of aforeseeable and repetitive nature.
The particulars of contracts or arrangements with related partiesreferred to in section 188(1) and applicable rules of the Companies Act 2013 in FormAOC-2 is provided as Annexure I to this Annual Report.
Subsidiaries joint venture and associate companies:
The company does not have any subsidiary Joint ventures or associatecompany.
Buy-back of shares:
During the year under review company has not bought back any of itsshares.
Sweat Equity Shares:
During the year under review company has not issued any Sweat Equityshares.
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 optionplan to its employees.
During the year under review company issued 50 lakhs equity shareswith equal voting rights in the Extra-ordinary General Meeting held on 31st May 2017 andcompany made allotment on 12th June 2017 and the same were listed on the Bombay StockExchange and company got trading approval for the same on 01st August 2017.
Changes in nature of business:
There is no change in nature of business. During the year under reviewcompany entered into the line of Hotel & Resort business. The object clause ofMemorandum of Association was altered by way of passing Special Resolution in the postalballot conducted on 23rd September 2017 and a new clause for carrying out hotel businesswas added in it. The company has build up a 7 star resort in the name of "SAMSKARARESORT" at Village-Jaisinghpura Peepla Jaipur and the resort will get launched inthe current Financial year i.e. 2018-19.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis as required under theListing Regulations 2015 with the Stock exchange is set out as Annexure B' to theDirector's Report.
The well disciplined workforce which has served the company for threedecades lies at the very foundation of the company's major achievements and shall wellcontinue for the years to come. The management has always carried out systematic appraisalof performance and imparted training at periodic intervals. The company has alwaysrecognized talent and has judiciously followed the principle of rewarding performance.
Business Risk Management
Although the company has long been following the principle of riskminimization as is the norm in every industry it has now become a compulsion.
Therefore in accordance with Listing Regulations 2015 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.
The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.
In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities. Business riskinter-alia further includes financial risk political risk fidelity risk legal risk.
As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.
III. GOVERNANCE AND ETHICS
Corporate Governance Report
The Company has adopted the policies in line with new governancerequirements including the Policy on Related Party Transactions Policy on MaterialSubsidiaries Policy and Whistle Blower Policy. These policies are available on thewebsite of the Company at https://www.suryasalt.com. The Company has established a vigilmechanism for Directors and employees to report their genuine concerns details of whichhave been given in the Corporate Governance Report annexed to this Report in Annexure"D".
Secretarial Audit was carried out by M/s Naredi Vinod & Associates Company Secretaries the Secretarial Auditor of the Company for the financial year2017-18. There were no qualifications reservations or adverse remarks given bySecretarial Auditors of the Company. The detailed report on the Secretarial Audit isappended as an Annexure to this Report.
A separate report on Corporate Governance is provided together with aCertificate from the Statutory Auditors of the Company regarding compliance of conditionsof Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEOand CFO of the Company in terms of Listing Regulations inter alia confirming thecorrectness of the financial statements and cash flow statements adequacy of the internalcontrol measures and reporting of matters to the Audit Committee is also annexed.
Board of Directors
Board's Composition and Independence Your Company's Board consists ofglobal leaders and visionaries who provide strategic direction and guidance to theorganization. As on March 31 2018 the Board comprised One executive director and threenon-executive Independent Directors.
During the year Mrs. Archana Saboo resigned from the post ofWhole-time Director w.e.f. 06.10.2016 she was the only women Director in the company andsince company has not found any suitable alternate for her hence it does not have anywomen Director in the Board.
Details of Directors and Key Managerial Personnel
Key Managerial Personnel
During the year there was no change in the composition of director.
The company is having following Key Managerial Personnel: -
|1. Mr. Girdhar Saboo (DIN: 00364750) ||Managing Director |
|2. Mr. V.P. Gagrani ||Chief Financial Officer |
|3. Ms. Anjali Kumawat ||Company Secretary |
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Disclosure on the Remuneration of Managerial Personnel
The information required under section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
Remuneration of Managing Director
Following are the details of the annual salary (payable monthly)proposed to be paid to Mr. Girdhar Saboo Managing Director: - Consolidated Salaryincluding Perquisites and allowances etc- 3600000/- (Rupees Thirty Six Lakhs only).
Basic Salary: 204000(Monthly) Allowance: 96000(Monthly) He isentitled to receive the following:-
a. Gratuity as per the rules of the Company but not exceeding half amonth's salary for each completed year of service. b. Encashment of leave at the end oftenure. c. Provision of car for use on Company Business. d. Free landline telephonefacility at residence along with free mobile telephone facility. Long distance personalcalls to be recovered by the Company. e. He shall also be entitled to reimbursement ofentertainment expenses actually and properly incurred in the course of business of theCompany.
Policy on Director's Appointment and Remuneration and Other Details
The company's policy on Director's appointment and remuneration andother details provided in section 178(3) of the Act has been disclosed In CorporateGovernance Report which forms part of Directors Report.
Statement on Declaration given by the Independent Director U/S 149(6)of the Companies Act 2013 It is stated that pursuant to the Provisions of Companies Act2013 the Declaration given by the Independent Directors meets the Criteria of Independenceas mentioned in the schedule IV of Companies Act 2013 and under regulations of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations2015. The declaration is enclosed in this report.
Particulars of Employees
The particulars of the employees who are covered by the provisionscontained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are: a) Employed throughout the year- Nil b) Employedfor part of the year- Nil
Number of Board Meetings
During the year under review company has conducted 9 (Nine) Boardmeetings.
Director's Responsibility Statement
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013:
1. that in the preparation of the annual financial statements for theyear ended March 31 2018 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any; 2. that such accountingpolicies as mentioned in Notes to the financial Statements have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at March 312018 and of the profit of the company for the year ended on that date; 3. that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act 2013 for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities ; 4. that theannual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
6. that systems to ensure compliance with provisions of all applicablelaws were in place and were adequate and operating effectively;
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the company has adopted a vigilmechanism policy. This policy is explained in corporate governance report.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT
Details in respect of adequacy of internal financial controls withreference to the financial statements
The Company has in place adequate internal financial controls withreference to financial statements. Statutory Auditors in their report has expressed theiropinion on the internal financial controls with reference to the financial statementswhich is self explanatory. The Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.
M/s Choudhary Gupta & Co. Chartered Accountants (ICAI FirmRegistration Number: 003165C) in place of M/s N. Kataria & Associates were appointedfor the term of five years in the last Annual General Meeting held on 27th September 2017for the Financial year 2017-18 to 2021-22.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Naredi Vinod & Associates (CP No 7994 ACS 20453) CompanySecretaries to undertake the Secretarial audit of the company for the financial year2017-18.
Ms. Chandni Jain Chartered Accountant (Category Individual) HavingMembership Number 421132 performs the duties of Internal Auditors of the company and theirreport is reviewed by the audit committee from time to time.
Explanation or comments on qualifications reservations or adverseremarks or disclaimers made by the auditors and the Practising Company Secretary:
There were no qualifications reservations or adverse remarks ordisclaimers made either by the auditors or the practicing company secretary in theirrespective reports.
V. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Corporate Social Responsibility
Though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.
Conservation of Energy Technology Absorption and Foreign ExchangeEarning and Outgo
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewithas "Annexure A".
VI. OTHER DISCLOSURES
Listing at Stock Exchange
The Equity Shares of the Company are listed at Calcutta and BombayStock Exchange and its shares are actively traded at Bombay Stock Exchange. The Companyconfirms that it has paid the Annual Listing fees for the year 2017-18 to BSE where theCompany's shares are listed.
Extract of Annual Return
The extract of annual return in Form MGT-9 as required under Section92(3) and Rule 12 of the Companies (Management and Administration) Rules 2014 is appendedas an Annexure "C" to this Report.
Material Changes and Commitments
There are no material changes and commitment affecting the financialposition of the Company occurred between the end of the financial year of the Company towhich the financial statement relates and the date of report.
Details of Significant and Material Orders Passed by theregulators/Courts/Tribunals Impacting the Going Concern Status and the Company'sOperations in Future
There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.
Your Directors would like to expose their grateful appreciation for theco-operation received from its Bankers Government Authorities Customers VendorsBusiness Associates and Shareholders during the year under review. Your Directors alsowish to place in record their deep sense of appreciation for the committed services of theexecutive staff and workers of the Company.
The statements contained in the Board's Report and ManagementDiscussion and Analysis contain certain statements relating to the future and thereforeare forward looking within the meaning of applicable securities laws and regulations.Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.
For and on behalf of the Board of Directors
|Sd/- || |
|SANJAY SARNA || |
|(Director) || |
|DIN: 07052586 || |
Date: 30th May 2018 Place: JAIPUR
ANNEXURE "A" TO THE BOARD'S REPORT:
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Energy conservation measures have been implemented wherever possibleand company is using improved operational method in order to optimize the consumption ofenergy per unit. The company is continuously doing research and development regardingproduction of highest quality salt to meet the demands of its high profile customers. Thecompany has solar power plant at Rajgarh Madhya Pradesh and generating electricity. TheCompany produced which are being sold to Indian Energy Exchange and Power Exchange IndiaLimited. The Company has finalized an export deal with a Mauritius company and as of nowthe Company is the largest exporter of salt.
During the year company has set up a fully-integrated 300 KWP in- houseGrid Tied Solar Power Plant at its factory located at Nawa city Nagaur (Raj.) inaddition to the existing 100 KWP solap plant under captive power reverse net meteringscheme of Government of Rajasthan. This will result in saving of approx. Rs. 75 Lakhs perannum for the company. This Solar plant will meet upto 80% of energy requirement of thecompany and with this Saboo Sodium Chloro Limited becomes the first salt refinery inIndia to use Solar energy for their 80% of energy consumption.
ANNEXURE "B" TO THE BOARD'S REPORT:
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Saboo Sodium Chloro Limited is the largest salt refinery in North Indiaproducing Surya Iodized Salt Tota Iodized Salt Saboo Iodized Salt and all types ofIndustrial Salt. The Company is the most prominent and the largest manufacturer of salt inNorth India. Looking at the rapid economy growth of the Country and rising living standardthere is good growth in the consumption of refined iodized salt and we feel that everyyear the refined iodized salt market is growing by 15%. People who are using unbranded nonrefined common salt are now switching rapidly to triple refined free flow iodized salt dueto more awareness of health issues and television advertising.
I) Industry Structure and Developments
The Company proposed to capture the growth potential in FMCG productsby entering in retailing of the same. Also Company has various plans for expansion of itsoperations from the present level and it is proposed to start luxurious resort hotel andYoga & Meditation Centre.
Company continues to enjoy strong support from its promoters. FMCGmarkets are expected to continue to grow. Consumer confidence has increased. Company hasalso entered into a new line of Hospitality Industry and has build up a 7 star resort& spa in the name of "SAMSKARA RESORT" at Village-Jaisinghpura PeeplaJaipur. Samskara Resort provides all the luxurious facilities to its visitors whichinclude approximately (but not limited to):
37 guest rooms
1 Presidential Villa
Yoga & Meditation center and Open Air Area
Walkway and Jogging
Daily Activity Programs
Motorized Buggies for Transportation
Jacuzzis / Steam rooms
III) Opportunities Threats Risk and Concerns
In the current age of liberation and globalization your board considerit appropriate to explore new business areas / opportunities to broad base investment andindustry presence to attain its main purpose of delivering long term value to theshareholders of new improved means as etc. hence your Company has diversified its line ofbusiness to manufacturing industries by commencement of new business of manufacturing theindustrial salt and detergent. Also looking towards the high growth in the retailingsectors in the coming years ahead the company is also planning to enter in the retailmarket of FMCG products.
The hotel industry in India thrives largely due to the growth intourism and travel. Due to the increase in tourism with rising foreign and domestictourists hotel sector is bound to grow. There is an emergence of budget hotels in Indiato cater to much of the population who seek affordable stay and hence company have builtup a 7 star Resort and Spa in the name of "Samskara Resort" and have confidencethat company will grow faster in this industry as it is in the beautiful location ofJaipur.
Now the Company is working on building its own brand image. The Companyis also setting up its own network for marketing and selling its spices and industrialsalt. The brand building image will require recruitment of high quality manpower andsetting up of distribution network on large scale. The management is also contemplating oftaking steps for cost reduction in order to improve the financial position.
The company have now entered in the hospitality industry and there arelots of Hospitality company in Jaipur thus company will provide the best hospitalityservices and will be recognized in this industry and will definitely sustain its brandvalue in the market.
V) Internal Control System
The company remains committed to ensure an effective internal controlthat provides assurance on the efficiency of operations and security of assets. Yourcompany's well established and robust internal audit processes both at business andcorporate levels continuously monitor the effectiveness of the internal controlenvironment across the company and the status of compliance with operating systemsinternal policies and regulatory requirements. The company has also undertaken steps toimplement new control measures in line with best global practices.
VI) Human Resource Development
Of all the resources available to the Company Human Resource is theonly asset that appreciates with time. In its continued efforts to nurture the best humantalent during the year the management continued with its strategy of impartingprofessional training to the executives and staff at various levels with a view to upgradetheir competency and remove all levels of inefficiency in order to make the Company morecompetitive. This is not a luxury but a necessity if the Company has to survive in aglobally competitive market providing better product at better cost requires additionalefforts to develop skills and efficiency in the new appointees to face the challenge.
For and on behalf of the Board of Directors
|Sd/- || |
|SANJAY SARNA || |
|(Director) || |
|DIN: 07052586 || |
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