To the Members
Your Directors have pleasure in presenting the 35th Annual Report togetherwith the Audited Balance Sheet Profit & Loss Account and Cash Flow Statement for thefinancial year ended 31st March 2020.
FINANCIAL RESULTS REVIEW AND PROSPECTS
Your company has recorded a Total Income of Rs. 8123.81/- lakhs for the year ended 31stMarch 2020 against total income of Rs. 8419.36 Lakhs last year. The company has recordeda Net Loss of Rs 55.38 Lakhs for the current period against Net Profit of Rs. 11.68 Lakhsfor the last year
From the financial prospective the highlights of the financial results for the yearunder review are as follows:
| || ||(Rupees in Lakhs) |
|Particulars ||2019 - 20 ||2018 - 19 |
|Total Turnover ||8123.81 ||8419.36 |
|Expenditure including finance cost ||(8111.62) ||(8499.97) |
|Profit before Tax ||12.19 ||(80.61) |
|Less: Provision for deferred Income Tax ||67.57 ||(92.29) |
|Net Profit (after deferred tax) ||(55.38) ||11.68 |
|Total Comprehensive Income after Tax ||(55.38) ||11.68 |
THE COMPANY'S PRODUCTS / SERVICES
Plastic Division: Our Company is Manufacturing HDPE/PP Woven sacks for packing ofFertilizers & Cement.
The Directors regret their inability to recommend dividend for the year under reviewdue to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. The threats to the segments in which the companyoperates are
- Thin margins in the industry due to entry of new players very easily.
- Prices controlled by the big players in fertilizer & cement industry who thebuyers of the final product HDPE/PP Bags .
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 except the remuneration to managerial personnelthere is no other related party transactions to be disclosed as required under the abovesaid statutory requirement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is availableon the Company website (https://www.salguti.com/)
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2020 there were no Equity Shares of Shareholders werelying in the Escrow Account due to non-availability of the correct particulars.
Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per the provisions of SEBI (LODR) Regulations 2015. A separatesection on Corporate Governance together with a certificate from the Statutory Auditor'sconfirming compliance is set out in the Annexure forming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attached and forms part of theAnnual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT 2013
1. Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures forconservation of energy.
2. (i) The steps taken by the company for utilizing the alternate sources ofenergy Nil
(ii) The capital investment on energy conservation equipments Nil
(b) (i) Technology Absorption adaptation and innovation:- Indigenous Technology isinvolved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carriedout.
c) Foreign exchange earnings: Rs. Nil
(d) Foreign exchange out go: Rs. Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment andRemuneration of managerial Personnel) Rules 2014.
The provisions of Section 139(2) of the Companies Act 2013 and the Rules madethere-under mandated the Company to rotate its Statutory Auditors and Board of Directorsof the Company (on recommendation of Audit Committee) in its meeting held on 1stSeptember 2017 has (which was ratified by the shareholders in the Annual General meetingheld on 27th September 2017) approved the appointment of M/s. P C N &Associates. Chartered Accountants (FRN: 016016S) as the Statutory Auditors of the Companyfor a period of five years.
M/s. P C N & Associates has given a declaration that they are not disqualified toact as the Statutory Auditors of the Company.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and as per the provisions of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance the directorsindividually as well as the evaluation of the working of its Audit and Nomination &Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The Board met 9 (Nine) Times on the following dates during the financial year2019-2020.
30-05-2019 13-08-2019 14-08-2019 02-09-2019 30-09-2019 14-11-2019 13-02-202014-02-2020 and 15-02-2020.
DIRECTORS AND INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as per theprovisions of SEBI (LODR) Regulations 2015.
DIRECTORS REMUNERATION DETAILS
Remuneration details of the Executive Director(s) are mentioned in this Annual Reportat the relevant place. During the period under review. Mrs. Rajitha Reddy has not takenany remuneration even though she is eligible for the same and the resolution was passed inthe previous Annual General Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures ;
b. 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 ended 31st March 2020 and of the profit and loss of the companyfor that period;
c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
During the year ended March 31 2020 the Company does not have any materiallisted/unlisted subsidiary companies as defined as per the provisions of SEBI (LODR)Regulations 2015. The policy on determining material unlisted subsidiary of the Company isapproved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Smt. Indira ReddyKuknoor Chairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations 2015 the Company has formulateda programme for familiarising the Independent Directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various initiatives.
Material changes and commitments affecting the financial position.
During the period under review there are no major material changes to be reportedwhich affect the financial position Company's policy on director's appointment &remuneration.
The company has a policy on Directors' appointment & Remuneration and the same willbe implemented whenever the appointments take place.
Particulars of loans Guarantees or investments.
During the period under review there were no loans / Guarantees / Investments taken /provided by the Company.
Particulars of contract or arrangement with related party
During the period under review there were no contract or arrangement with relatedparty except as provided in the Auditor's Report.
Annual evaluation of its own & Board committees performance.
The company has a policy on Board & Committees' evolution & performance and thesame is being reviewed on quarterly basis.
Implementation of risk management policy.
The company has a policy on risk management and the same is implemented by the Companyto mitigate the risk in the business.
Policy on CSR initiatives
The Company need not have to make arrangements for the CSR as the same is notapplicable to the Company
Post Balance Sheet events
There are no material events after the 31st March 2020 till the signing ofthis Annual Report which has significant impact on the business of the Company.
Disclosure about cost Audit
The requirement of maintaining the cost Audit Records are not applicable to the CompanyDisclosure about ESOP and Sweat Equity Share There are securities issued on ESOP basis /Sweat Equity. Key Managerial Personnel (Chief Financial Officer and Company Secretary):
Smt. S Rajitha Reddy Chief Financial Officer act as Key Managerial Personnel inaccordance with the Section 203 of the Companies Act 2013.
Mr. Rohit Dhanpal Soni a Qualified Member of the ICSI Whole Time Company Secretaryof the Company resigned due to his personal reasons w.e.f. 20th June 2019. Ms.Swati Bagh was appointed w.e.f 15-02-2020 as Whole Time Company Secretary and ComplianceOfficer of the Company
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
No related party transactions were entered into during the financial year under reviewThere are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. The same was discussed bythe Audit Committee as also the Board. The policy on Related Party Transactions asapproved by the Board. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport is from Anil Dubba Company Secretary in Practice obtained by the company and formspart of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation forthe cooperation and loyal services rendered by the employees.
Your Directors place on record their appreciation of the continuous assistance andco-operation extended to your Company by the valued customers bankers Reserve BankIndia SEBI Bombay Stock Exchange Limited & National Stock Exchange of India Limitedand all other regulatory Authorities. The Directors also sincerely acknowledge thesignificant contributions made by all the employees for their dedicated services to theCompany.