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Saptak Chem & Business Ltd.

BSE: 506906 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE467X01015
BSE 00:00 | 06 Jul Saptak Chem & Business Ltd
NSE 05:30 | 01 Jan Saptak Chem & Business Ltd
OPEN 2.87
PREVIOUS CLOSE 2.87
VOLUME 819
52-Week high 2.87
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 2.87
Buy Qty 9.00
Sell Price 2.87
Sell Qty 181.00
OPEN 2.87
CLOSE 2.87
VOLUME 819
52-Week high 2.87
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 2.87
Buy Qty 9.00
Sell Price 2.87
Sell Qty 181.00

Saptak Chem & Business Ltd. (SAPTAKCHEM) - Director Report

Company director report

To the Members

Saptak Chem and Business Limited

Your Directors took pleasure in presenting the Annual Report of the Company togetherwith the Audited Statements of Accounts for the financial year ended 31stMarch 2021.

1) FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous yearfigures is given hereunder:

(Amount in Rs)

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
(Amt in Rs.) (Amt in Rs.)
Gross Sales/Income 737700 0
Profit Before depreciation & tax (104039) (84900)
Less Depreciation 100557 -
Profit/(Loss) before Tax (204596) (84900)
Taxes/Deferred Taxes - -
Income Tax for Earlier Years - -
Profit/(Loss) After Taxes (204596) (84900)
P& L Balance b/f (128759242) (128554646)

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

During the year under review even in the mid of sluggish market condition and pandemicCOVID 19 the company has tried to penetrate in the market and against Nil income ofprevious year your company has achieved gross turnover of Rs.737700/- during FY 2020-21and net loss of Rs.204596 (PY net loss Rs.84900/-).

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of trading of chemical.

There was no change in the nature of the business of the Company during the year underreview.

4) DIVIDEND:

The Company has not declared any dividend for the year under review.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which required to be transferred to the InvestorEducation and Protection Fund (IEPF).

6) TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve and amount of loss of Rs.204596 has been carried forward to Reserves and Surplus.

7) CHANGES IN SHARE CAPITAL:

The Issued Equity Share Capital as on March 31 2021 was Rs.107322720/-

During the year under review the company has not changed its capital.

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issue of sweat equity shares:

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

8) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during theyear under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimedsuspense account. Hence Disclosures with respect to demat suspense account/ unclaimedsuspense account are not required to mention here.

10) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Manthan Bhavsar (DIN: 05208214) Director retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for re-appointment.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

Mr. Manthan Bhavsar Managing Director
Mr. Jitendra Sharma Chief Financial Officer
Mr. Rashmikant Mankodi# Company Secretary cum Compliance officer

#resigned w.e.f. 14th August 2021.

During the year under review the following Directors and Key Managerial Personnel wereappointed and resigned:

Name and Designation Date of Appointment Date of Resignation
Mr. Rashmikant Mankodi Company secretary cum Compliance Officer 10/01/2020 14/08/2021

11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company Ahmedabad. The meeting dates aredecided well in advance and the agenda and notes on agenda are circulated in advance tothe directors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.

During the year 2020-21 07 (Seven) Board Meetings were convened and duly held on:

14/05/2020 29/06/2020 20/07/2020 27/08/2020
28/09/2020 03/11/2020 09/02/2021

The Board of Directors of the Company were present at the following Board Meeting heldduring the year under review:

Name of Director Board Meeting Held Meetings attended Attendance at last AGM
Mr. Manthan Bhavsar 7 7 Yes
Mr. Chirag Nanavati 7 7 Yes
Mrs. Rima Nanavati 7 7 Yes

12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees.

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.

13) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure- A" to the Board's report.

None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

14) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing the

Company's vision and strategy to deliver good performance.

15) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.

16) CHANGE OF NAME:

The Company has not changed its name during the year under review.

17) STATUTORY AUDITORS:

The Auditors M/s Hemant C. Parikh & Co. Chartered Accountants Ahmedabad wereappointed in the Annual General Meeting [AGM] held in the year 2019 till the conclusion ofAnnual General Meeting of the company to be held in the year 2024.

However during the Financial Year the position of Statutory Auditors left vacant dueto sudden demise of the Auditors in the year 2020. The vacant position of Auditor waslater filled up by appointment of CA Sanket Shah (Mem. No. 150873) at duly convened BoardMeeting and his term of appointment upto the forthcoming general meeting.

The appointment of CA Sanket Shah (Mem. No. 150873) for 5 years period will be placedbefore the shareholder in Annual General Meeting of company in year 2021.

18) COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 since the cost audit is not applicable to the Company.

19) SECRETARIAL AUDIT REPORT:

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 CS Rupali Modi Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-B".

Reply to the qualification Remarks in Secretarial Audit Report:

1. Though the Company has not published notice for Financial Result and financialresult the company has uploaded the same on Website of the company and also submitted toBSE Limited.

2. Due to liquidity problem and effect of pandemic COVID-19 the company is not in aposition to make payment of fine levied by BSE Limited and Annual Listing fees for thecurrent year. However as and when situation become normal and operation of the companystart normally the company is hereby undertake to make payment of fine and makerevocation of suspension of securities of the company.

20) RESPONSE TO AUDITOR'S REMARKS:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.

21) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

22) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 Members. aswell as those in section 177 of the Companies Act 2013 and include the reviewing ofquarterly half-yearly and annual financial statements before submission to the Boardensure compliance of internal control systems and internal audit timely payment ofstatutory dues and other matters.

During the year under review 4 meetings of the committee were held on 20/07/2020

27/08/2020 03/11/2020 and 09/02/2021. The composition of committee and attendance atits meetings is given below:

Name Position Category Number of meeting Attend
1 Mr. Chirag Nanavati Chairman Non-Executive Independent Director 4
2 Mrs. Rima Nanavati Member Non-Executive Independent Director 4
3 Mr. Manthan Bhavsar Member Executive Non Independent Director 4

The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.

23) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.saptakchem.com/.

24) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & RemunerationCommittee of Directors mainly for the purposes of recommending the Company's policy onRemuneration Package for the Managing/Executive Directors reviewing the structure designand implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the yearunder review 2 meetings of the committee were held on 20/07/2020 and 03/11/2021. The nameof members Chairman and their attendance at the Remuneration Committee Meeting are asunder Committee of Board:

Name Position Category Number of meeting Attend
1 Mr. Chirag Nanavati Chairman Non-Executive Independent Director 2
2 Mrs. Rima Nanavati Member Non-Executive Independent Director 2
3 Mr. Manthan Bhavsar Member Executive Non Independent Director 2

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is also available on the

Company's website at http://www.saptakchem.com/.

25) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year underreview 4 meetings of the committee were held on 14/05/2020 08/07/2020 03/11/2020 and07/01/2021. The name of members Chairman and their attendance at the StakeholdersRelationship Committee are as under Committee of Board:

Name Position Category Number of meeting Attend
1 Mr. Chirag Nanavati Chairman Non-Executive Independent Director 4
2 Mrs. Rima Nanavati Member Non-Executive Independent Director 4
3 Mr. Manthan Bhavsar Member Executive Non Independent Director 4

The status of shareholders' complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on 31stMarch 2021 is given below):-

Complaints Status: 01.04.2020 to 31.03.2021
Number of complaints received so far 25
Number of complaints solved 14
Number of pending complaints 11

Compliance Officer:

Mr. Rashmikant Mankodi was Compliance Officer of the company for the purpose ofcomplying with various provisions of Securities and Exchange Board of India (SEBI)Listing Agreement with Stock Exchanges Registrar of Companies and for monitoring theshare transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approvedby share transfer committee. Share Transfer requests received in physical form areregistered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization ofshares:

Name : MCS Share Transfer Agent Limited
Address : 201 Shatdal Complex 2nd Floor Opp.Bata Show
Room Ashram Rd Shreyas Colony Ahmedabad
Gujarat 380009
Tel : 079 2658 0461
Email : mcsstaahmd@gmail.com

26) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:

Risk management is embedded in your company's operating framework. Your companybelieves that managing risk helps in maximizing returns. The company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.

Strategic Risks

Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.

27) EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "Annexure C".

28) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.

29) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANY'S OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theyear under review.

30) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.

31) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No related party transaction has been entered into during the financial year. Therewere 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.

32) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which theprovisions of section 73 74 of the Companies Act 2013 read with Acceptance of DepositsRules 2014 as amended are applicable.

33) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No loans guarantees or investment under Section 186 of the Companies Act 2013 havebeen given by the company.

34) CORPORATE GOVERNANCE:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September 2014(Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall not be mandatory to the following class of companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;

Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 becomes applicable to a company at a laterdate such company shall comply with the requirements of (Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 within six months fromthe date on which the provisions became applicable to the company.

Accordingly it may be noted that the paid up share capital of the Company is below Rs.10 crore and Net Worth of the Company has not exceeded Rs.25 crore as on 31stMarch 2021 and hence Corporate Governance is not applicable to the Company.

35) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report pursuant to Schedule V of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 forms part of this Report andthe same is annexed as "Annexure-D".

36) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March2021. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31stMarch 2021.

37) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.

During the financial year 2020-21 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2021.

38) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is Nil.

39) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The Provision of Section 135 of the Company Act 2013 are not applicable since thecompany does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.

40) DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year endedMarch 31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2021 and of theprofit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concernbasis; e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively

41) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the

Company.

42) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 toBSE where the Company's Shares are listed.

43) PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulation2015 which came into effect from May 2015. Pursuant thereto the Company has formulatedand adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct for regulatingMonitoring and reporting of Trading by Insiders" and "Code of Practices andProcedures for fair Disclosure of Unpublished price Sensitive Information" has beenframed and adopted. The Code requires pre-clearance for dealing in the Company's sharesand prohibits purchase or sale of Company shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Company is Responsible forimplementation of the Code.

44) ACKNOWLEDGEMENTS:

The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company

For Saptak Chem and Business Limited
(Formerly known as Munak Chemicals Limited)
Date: 14/08/2021
Place: Dakor Sd/- Sd/-
Manthan Bhavsar Jitendra Sharma
Director CFO
DIN: 05208214

.