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Saboo Sodium Chloro Ltd.

BSE: 530461 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE440C01016
BSE 00:00 | 03 Feb 15.15 -0.15
(-0.98%)
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15.70

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15.75

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NSE 05:30 | 01 Jan Saboo Sodium Chloro Ltd
OPEN 15.70
PREVIOUS CLOSE 15.30
VOLUME 24603
52-Week high 21.90
52-Week low 12.21
P/E
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.70
CLOSE 15.30
VOLUME 24603
52-Week high 21.90
52-Week low 12.21
P/E
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Saboo Sodium Chloro Ltd. (SABOOSODIUM) - Director Report

Company director report

TO

THE MEMBERS

SABOO SODIUM CHLORO LIMITED

The Directors have pleasure in presenting before you the 29th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2022.

I. FINANCIAL PERFORMANCE

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 2022 Financial year ended 31st March 2021
Total Income 798749753 307621873
Profit before depreciation and taxation 14393832 16579531
Depreciation 13102471 14678879
Profit before tax 1291361 1900652
Taxation (including Deferred Taxation and Short/Excess Provision for Earlier year) 1056443 8770007
Profit /loss after Tax 234918 -6869354

Turnover Profits & Future Prospects

The total income during the year under review was Rs. 798749753. However companycould make a profit of Rs. 234918/- after tax.

The company had started operation in its new Hotel unit called as "SamskaraResort" from September 2018 and the total income from hotel during FY 2021-22 was Rs.3927694/- included in the turnover above.

Depreciation and Finance Costs

Depreciation for the year was Rs.1.31 crores as against Rs.1.47 crores for the previousyear. Finance costs for the year ended 31st March 2022 was Rs. 2.52 crores as againstRs. 3.10 crores in the previous year.

Dividend

Based on Company performance the Directors are unable to recommend dividend due toinadequate profits. Transfer of Unclaimed Dividend to Investor Education and ProtectionFund

The Provisions of section 125(2) of Companies Act 201 3 are not applicable as therewas no dividend declared or paid last year.

Deposits

During the year under review Your Company has not accepted any deposits from publicand as such in the terms of the provision of Section 73 to 76 of the Companies Act 2013read with the Companies (Acceptance of Deposits)

Rules 2014 and hence no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.

Insurance

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.

Particulars of Loans Guarantees or Investments

Pursuant to section 186 of Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to Loans Advances Guarantees andInvestments are provided as part of the financial statements.

Borrowings / Indebtness

Pursuant to section 180(1)? of Companies Act 2013 disclosure on particulars relatingto borrowing and indebtness are provided as part of 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 onCompany's website at https://www.suryasalt.com.The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. There were 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. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to insection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure D to this Annual Report.

Subsidiaries joint venture and associate companies:

The company does not have any subsidiary Joint ventures or associate company.

SHARES

Authorised Capital:-

During the Financial Year 2021-22 the Authorised Capital of the Company has increasedfrom Rs. 250000000/- (Rupees Twenty Five Crore Only) divided into 25000000 (Two CroreFifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Each) to 450000000/- (Rupees fortyfive crore only) divided into 45000000 ( four crore fifty lakh) equity shares of Rs.10/- each.

Issued Capital:-

During the Financial Year 2021-22 the Issued Capital of the Company is Rs.241825000/- (Rupees Twenty Four Crore Eighteen Lacs Twenty Five Thousand Only) dividedinto 24182500 (Two Crore Forty One Lacs Eighty Two thousand Twenty Five Hudred) EquityShares of Rs. 10/- (Rupees Ten Each).

Subscribed & Paid up Capital:-

During the Financial Year 2021-22 the Subscribed & paid up Capital of the Companyis Rs. 241825000/- (Rupees Twenty Four Crore Eighteen Lacs Twenty Five Thousand Only)divided into 24182500 (Two Crore Forty One Lacs Eighty Two thousand Twenty Five Hudred)Equity Shares of Rs. 10/- (Rupees Ten Each).

Buy-back of shares:

During the year under review company has not bought back any of its shares.

Sweat Equity Shares:

During the year under review company has not issued any Sweat Equity shares.

Bonus Shares:

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 option plan to itsemployees.

II. BUSINESS

Changes in nature of business:

There was no change in nature of business.

Number of Board Meetings

During the year under review company has conducted 12 (Twelve) Board meetings. Thedetailed disclosure of the Board of Directors and their Meetings is given in the CorporateGovernance Report which forms part of this report.

Composition of Board of Directors

The members of the Company's Board of Directors are eminent persons of provencompetence and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment towardsthe Company and devote adequate time to the meetings and preparation.

The detailed disclosure of the Board of Directors is given in the Corporate GovernanceReport which forms part of this report.

Change in Directors

During the period under review Mr. Durgesh Sharma has resigned from the post of theDirector and Mr. Kamal Bhardwaj has been appointed as the additional whole time directorof the Company with effect from 14.02.2022.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2020 are:

1. Mr. Girdhar Saboo (DIN: 00364750) Managing Director
2. Mr. V.P. Gagrani Chief Financial Officer
3. Mrs. Megha Sharma Company Secretary

Performance Evaluation Criteria for Directors

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) the Board has carriedout an Annual Evaluation of its own performance Board Committees and IndividualDirectors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee Members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. Performance evaluation of independent directors was done by theentire Board excluding the Independent Director being evaluated.

In a separate meeting of independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company and Whole time Directorswas evaluated.

The Chairman of the Board and the Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria approved by theBoard. Each Committee and the Board expressed satisfaction on the performance of eachDirector.

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. Thedeclaration is enclosed in this report.

Meeting of Independent Directors

A separate meeting of Independent Directors as required under the Schedule IV of theCompanies Act 2013 was held on 20th February 2022 without presence ofExecutive Directors. Such meeting was conducted to review and evaluate:

(a) the performance of Non-Independent Directors and the Board as a whole

(b) the performance of the Chairperson of the company taking into account the views ofExecutive Directors and Non-Executive Directors and

(c) assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Independent Directors expressed their satisfaction with the performance ofNon-Independent Directors and the Board as a whole and the Chairman of the IndependentDirectors meeting briefed the outcome of the meeting to the Chairman of the Board.

The Independent Directors expressed satisfaction with the overall performance of theDirectors and the Board as a whole.

Auditors

Statutory Auditor

M/s. R.P.Khandelwal & Associates Chartered Accountants (Firm registration number:001795C) be and are hereby appointed as the Statutory Auditors of the Company for the termof five consecutive years who shall hold office from the conclusion of this 29thAGM till the conclusion of the 34th AGM to be held in the year 2027 at suchremuneration as may be determined by the Board of Directors of the Company (including itscommittees thereof).

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 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 2021-22.

Internal Auditor

Pursuant to section 138 of the Companies Act 2013 read with Rule 13 of theCompanies(Accounts)Rules2014and other applicable provisions of the Act M/s AdityaKhunteta & Associates Chartered accountants was appointed as an internal auditors ofthe company.

Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the Practicing Company Secretary:

There were no qualifications reservations or adverse remarks or disclaimers madeeither by the auditors or the practicing company secretary in their respective reports.

Annual Return

Annual return in Form MGT-7 of Saboo Sodium Chloro Ltd. For the Financial year 2021-22is placed in the Company's website www.suryasalt.com.

Material Changes and Commitments

During the Financial Year 2021-22 the Authorised Capital of the Company has increasedfrom Rs. 250000000/- (Rupees Twenty Five Crore Only) divided into 25000000 (Two CroreFifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Each) to 450000000/- (Rupees fortyfive crore only) divided into 45000000 ( four crore fifty lakh) equity shares of Rs.10/- each.

Pursuant to the Rights Issue of the company vide Letter of Offer filed with the StockExchange on June 14 2022 and the In-Principle Approval of BSE Limited (BSE) videletter dated May 17 2022 which opened for subscription on June 27 2022 and closed onJuly 26 2022 for existing shareholder as on record date 17895050 equity shares offace value of Rs. 10.00/- each fully paid ("Equity Shares") at an Issue Price ofRs. 10.00/- per Equity Share (of which Rs. 2.50/- being called up) are hereby allotted tothe applicants.

Issued and subscribed Capital of the Company is Rs. 420775500 divided into 42077550equity shares of Rs. 10/- each whereas paidup capital of the company is Rs. 286562625divided into 42077550 equity shares.

Paidup Capital of the Company has increased from Rs. 241825000 to Rs. 286562625.

Details of Significant and Material Orders Passed by the regulators/Courts/TribunalsImpacting the Going Concern Status and the Company's Operations in Future

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

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 the Director'sReport.

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 today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter 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.

III. GOVERNANCE AND ETHICS 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 Directors andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report in Annexure "D".

Secretarial Audit was carried out by M/s Naredi Vinod & Associates CompanySecretaries the Secretarial Auditor of the Company for the financial year 2021-22. 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.

Disclosure on the Remuneration of Managerial Personnel

The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

Remuneration of Managing Director

Following are the details of the annual salary paid to Mr. Girdhar Saboo ManagingDirector: - Consolidated Salary excluding Perquisites and allowances etc- 4800000/-(Rupees forty eight Lakhs only).

He is entitled to receive the following:-

a. Gratuity as per the rules of the Company but not exceeding half a month's salaryfor 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. He 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 company's 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.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India. 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 2014 are:

a) Employed throughout the year- Nil

b) Employed for part of the year- Nil

Director's Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed;

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31 March 2022 and of the profit of theCompany for the year;

3. They have 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;

4. The Annual Accounts are prepared on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these systems are adequate and operating effectively.

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.

IV. INTERNAL FINANCIAL CONTROLS AND AUDIT

Details in respect of adequacy of internal financial controls with reference to thefinancial statements

The Company has in place adequate internal financial controls with reference tofinancial statements. Statutory Auditors in their report has expressed their opinion onthe internal financial controls with reference to the financial statements which isself-explanatory. The Board has adopted the policies and procedures for ensuring theorderly 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.

V. SOCIAL RESPONSIBILITY AND SUSTAINABILITY 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.

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 2014 is annexed herewith as"Annexure A".

Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress complaints receivedregarding sexual harassment. The Company has designated the external independent member asa Chairperson of the Committee. There were no complaints received during the year underreview of sexual harassment.

VI. OTHER DISCLOSURES

Listing at Stock Exchange

The Equity Shares of the Company are listed at Bombay Stock Exchange (Scrip Code:530461) and its shares are actively traded at Bombay Stock Exchange. The Company confirmsthat it has paid the Annual Listing fees for the year 2021-22 to BSE where the Company'sshares are listed.

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"C" to this Report.

Acknowledgement

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.

Cautionary Statement

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.

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