Sagar Soya Products Ltd.
|BSE: 507663||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE131O01024|
|BSE 00:00 | 04 Jun||Sagar Soya Products Ltd|
|NSE 05:30 | 01 Jan||Sagar Soya Products Ltd|
|BSE: 507663||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE131O01024|
|BSE 00:00 | 04 Jun||Sagar Soya Products Ltd|
|NSE 05:30 | 01 Jan||Sagar Soya Products Ltd|
SAGAR SOYA PRODUCTS LIMITED
Your Directors have great pleasure in presenting 38th Annual Report alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2020.
1. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March 2020 as comparedto the previous financial year is summarized below:
(Rs. in Lacs)
2. DIVIDEND AND TRANSFER TO RESERVES:
In order to conserve resources your directors do not recommend dividend for the yearended 31st March 2020 with a view to conserve resources.
No amount is being transferred to reserves during the year under review.
3. FUTURE PROSPECTS:
The product range includes manufacture vegetable oils from Soyabean and other oil seedsand oil cakes by solvent extraction process.
The focus of the company is towards increasing the demand of the product in the marketand the Company is also in process of trading into agro-commodity in the market.
4. THE CHANGE IN THE NATURE OF BUSINESS. IF ANY;
There was no change in the nature of business of the Company during the year underreview.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During period under review there are no changes in the Board Composition.
7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement andconsolidated Financial Statement is part of the Annual Report.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund interms of Section 125 of the Companies Act 2013.
9. NUMBER OF BOARD MEETINGS:
During the financial year the Board had met Five times on 27th May 201913th August 2019 4th September 2019 14th November2019 and 14th February 2020.
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
10. ATTRIBUTES. QUALIFICATIONS & INDEPENDENCE OF DIRECTORS. THEIR APPOINTMENT ANDREMUNERATION.
The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment and Remuneration of Directors which inter-alia requires thatcomposition and remuneration is reasonable and sufficient to attract retain and motivateDirectors KMP and senior management employees and the Directors appointed shall be ofhigh integrity with relevant expertise and experience so as to have diverse Board and thePolicy also lays down the positive attributes/criteria while recommending the candidaturefor the appointment as Director. The policy on Company's Remuneration and Nomination isposted on Company's website at http://www.sagarsoyaproducts.com/
11. CAPITAL REDUCTION.
a. The Company had filed the petition with the Honorable National Company Law TribunalMumbai Bench on 15th January 2019 for Reduction of Equity Share Capital under Section 66of the Companies Act 2013 read with NCLT (Procedure for Reduction of Share Capital)Rules 2016. The Honorable NCLT vide its order dated 21st August 2019 has reduced theEquity share Capital of the Company from Rs. 58516890/-(Rupees Five Crores Eighty-Five
Lacs Sixteen Thousand Eight Nineteen Only) divided into 5851689 (Fifty-Eight LacsFifty- One Thousand Six Hundred and Eighty-Nine) equity shares of Rs. 10/- each to Rs.2925840 (Twenty-Nine Lakh Twenty-Five Thousand Eight Hundred Forty) divided into 292584(Two Lakh Ninety-Two Thousand Five Hundred and Eighty-Four) equity shares of Rs. 10/-
b. The Company had fixed 06th December 2019 as the Record date for the purpose ofgiving effect to the Reduction of Capital as approved by Honorable NCLT. Subsequently theCompany had obtained Listing approval from BSE Limited pursuant to Reduction of Capitalvide its letter dated 26th December 2019 for Listing of 292584 Equity Shares of Rs.10/- each bearing Distinctive nos. 1 - 292584. As on the date of Signing this Report theCompany has started process to take trading approval however requisite approval ispending.
12. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules.
13. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met once during the year on 14th February 2020to review the working of the Company its Board and Committees. The meeting decided onthe process of evaluation of the Board and Audit Committee. It designed the questionnaireon limited parameters and completed the evaluation of the Board by Non-Executive Directorsand of the Audit committee by other members of the Board. The same was compiled byIndependent authority and informed to the members.
14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with thepharmaceutical industry scenario the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant developments so as to enable them to take well informed decisions in a timelymanner. The familiarization program also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization program for Independent Directors is posted on Company's websiteat http://www.sagarsoyaproducts.com/
15. INTERNAL CONTROL SYSTEM:
The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company To be the mostsustainable and competitive Company in our industry. The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors and their significant audit observations and follow up actions thereon arereported to the Audit Committee on a quarterly basis specifying the nature value andterms and conditions of the transactions.
16. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) That in the preparation of the annual accounts the applicable accounting standardhad been followed along with proper explanation relating to material departures.
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating.
17. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March 2020 Company has no subsidiaries and associate companies.
Your Company did not accept any deposits from the public during the year. There are nodeposits which have not been claimed by depositors or paid by the Company after the dateon which the deposit became due for repayment or renewal as the case may be according tothe contract with the depositors & there are no total amounts due to the depositors& remaining unclaimed or unpaid.
19. APPOINTMENT OF AUDITORS:
a) INTERNAL AUDITORS
As per section 138 of the Companies Act 2013 The company has appointed M/s Ajit Jain& Co. Chartered Accountant as internal auditor of the company for financial year2019-20 to conduct the internal audit and to ensure adequacy of the Internal controlsadherence to Company's policies and ensure statutory and other compliance throughperiodical checks and internal audit.
b) STATUTORY AUDITORS:
M/s C. P. Jaria & Co. Chartered Accountant Surat bearing ICAI Firm Registration No104058W were appointed as Statutory Auditors for the period of Five (5) years in the AGMheld on 29th September 2017 i.e. upto the Annual General Meeting to be held in year 2022and based on the recommendation of the Audit Committee and Board the company has notproposed an Ordinary Resolution for ratification of Statutory Auditor for the FinancialYear
2019-2020 pursuant to the Companies (Amendment) Act 2017 the same is omitted w.e.f7th May 2018.
Auditors' report is self-explanatory and therefore does not require further commentsand explanation.
c) SECRETARIAL AUDITORS
The Company has appointed M/s HS Associates Practicing Company Secretaries asSecretarial Auditor of the Company to carry out the Secretarial Audit for the FinancialYear 2019-2020 and to issue Secretarial Audit Report as per the prescribed format underrules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Their report isappended to this Annual Report as Annexure A to Director's Report.
d) COST AUDITORS:
As per Section 148 read with Companies (Audit & Auditors) Rules applicable to costauditors the company was not liable to appoint Cost auditors for the financial year2019-20.
20. COMMENTS OF THE BOARD ON AUDITORS' REPORT:
a) Observations of Statutory Auditors on Accounts for the year ended 31stMarch 2020:
There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in respect of financial statements as on and for the year ended 31stMarch 2020.
b) Observations of Secretarial Audit Report for the year ended 31st March2020:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSAssociates Practicing Company Secretaries were appointed to conduct Secretarial Audit andissue Report for the financial year 2019-20.
Secretarial Audit Report issued by M/s. HS Associates Practicing Company Secretariesin Form MR-3 for the financial year 2019-20 forms part of this report. The SecretarialAudit Report is annexed herewith as Annexure - A.
In respect of the observations made in the Secretarial Audit report following are theexplanations and comments offered by the Board.
i. Board discussed the concerned matter in detailed.
21. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed Vigil Mechanism Policy for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The said Policy is available on the website of the Company athttps://www.sagarsoyaproducts.com/
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
22. REPORTING OF FRAUD BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Act details of which needs to bementioned in this Report.
23. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is furnished in Annexure B.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureD.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.
25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT. 201 3.
Details of Loans granted Guarantees given or Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are givenin the notes to the Financial Statements.
26. CONSERVATION OF ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed heretomarked as Annexure-C and forms part of this report.
27. CORPORATE GOVERNANCE REPORT
The company falls under the criteria 15 (2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.
As on 31st March 2020 the Company's Paid up Capital is of Rs. 2925840/- (RupeesTwenty- Nine Lakhs Twenty-Five Thousand Eight Hundred and Forty) and Net worth is of Rs.8774947/- (Rupees Eighty-Seven Lakhs Seventy-Four Thousand Nine Hundred and Forty-Seven).
Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company and hencethe same is not published in the report.
28. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided. The Directors of the Company do not draw any Remuneration.
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is available on Company's website:www.sagarsoyaproducts.com
29. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed hereto marked Annexure-Eand forms part of this report.
30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessaryprovisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extentapplicable to the Company.
31. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives and thus in pursuance of the same it has formulated aRisk Management Policy to ensure compliance with regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Major risks identified by thebusinesses and functions are systematically addressed and also discussed at the meetingsof the Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. Significant audit observations and followup actions thereon are reported to the Audit Committee and the risk management policy isavailable on the website of the company: www.sagarsoyaproducts.com.
32. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture.
33. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organizational visionis founded on the principles of good governance and delivering leading-edge productsbacked with dependable after sales services.
34. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND OF INDIVIDUALDIRECTORS HAS BEEN MADE.
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
35. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within theCompany as there are no female employees in the Company.
37. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.
Your Directors wish to place on record their appreciation of the support which theCompany has received from its promoters lenders business associates includingdistributors vendors and customers the press and the employees of the Company.