Your directors have pleasure in presenting the 77th annual report togetherwith audited statements of accounts of the company for the financial year ended 31stMarch 2018.
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YEAR IN RETROSPECT:
A) STANDALONE BASIS :
Your directors are pleased to report that during the year under review the totalincome of your company increased by 3.96% to Rs. 59022.22 lakhs as against Rs. 56771.53lakhs in the previous year. During the year under review there has been reduction in theprice of maize which is the major input for the company. The price of finished productsremained more or less steady. There has been an increase in the maize grinding activity ofthe company. The company continued its efforts to further improve its technical parametersand its product mix. As a result of these efforts despite of some increase in cost ofsome other inputs your company has been able to increase its profitability during theyear under review. The operating profit of the company is Rs. 2893.13 lakhs as against Rs..2555.44 lakhs in the previous year. The gross profit of the company stands at. Rs.1713.72 lakhs as against. Rs. .1414.12 lakhs in the previous year. During the year underreview the profit before tax of the company is Rs. .896.44 lakhs as against Rs. .548.51lakhs in the previous year and the net profit after tax is Rs. .542.93 lakhs as againstRs. .393.25 lakhs in the previous year.
The company has continued its efforts to strengthen industrial safety measures withinthe factory premises and is constantly arranging programs/ workshops to make the employeesaware of the safety requirements to prevent the accidents/ breakdowns/ fire etc. due tohuman errors.
The long term contract entered into by the company with Yashwant Sahakari GlucoseKarkhana Limited (YSGK) for purchase of certain products manufactured by YSGK at mutuallyagreed price was terminated on 11/5/2017 due to dispute and differences between theparties. Out of advances paid by the company which remained unadjusted as per the termsof the termination agreement YSGK agreed to pay a sum of Rs. 250.00 Lakhs in full andfinal settlement. The company has received Rs. 100.00 Lakhs from YSGK till 31stMarch 2018 from the said amount. For the balance outstanding amount of Rs. 150.00 Lakhs(included in advances to suppliers) YSGK has issued post dated cheques to the company.The management of the company is confident of realisation of the amount of Rs. 150.00Lakhs and in view of above no provision has been made for the same in the books ofaccounts of the company.
B) CONSOLIDATED BASIS :
The company has recorded a total income of Rs. .59694.12 lakhs as against Rs. .56827.51lakhs in the previous year. The Gross Profit of the Company stands at. Rs. .1710.77 lakhsas against. Rs. .1415.37 lakhs in the previous year. During the year under review theprofit before tax of the company stood at Rs. .1000.51 lakhs as against Rs. .672.77 lakhsin the previous year and the net profit after tax was Rs. 664.08 lakhs as against Rs.517.06 lakhs in the previous year.
SUB-DIVISION OF EQUITY SHARES ISSUANCE OF BONUS SHARES AND LISTING AT BSE
During the year under review the company subdivided its equity shares from one equityshare of Rs. .100/- each into ten equity shares of Rs. .10/- each and also issued threebonus equity shares of Rs. .10/- each for every one equity share of Rs. .10/- each held bythe shareholders of the company. Post sub-division and post issuance of bonus sharespaid-up capital of the company has increased to Rs. .31600000/-comprising of 3160000equity shares of Rs. .10/- each. The equity shares of the company are also listed at BSEwith effect from 9th October 2017.
Your directors are pleased to recommend a dividend of Rs. .3.75/- per equity share(previous year Rs. .3.75/-per equity share) for the financial year ended 31st March2018 which if approved by the members will be paid to those members whose names appear onthe register of members of the company on 3th August 2018.
The total outflow on account of dividend will be Rs. .142.85 lakhs includingdividend tax of Rs. 24.36 lakhs.
FUTURE OUTLOOK :
With normal rains projected in the current year your directors expect that the priceof maize may go down or remain stable.
The company has gradually increased its grinding activity and is in the process offurther increasing its grinding capacity with installation of new equipmentsde-bottlenecking automation of the existing production processes and improvement ineffluent treatment facilities as compared to previous years. The company is also in theprocess of replacing some of the old equipment with more efficient equipment which willincrease its capacity to manufacture some value added products and further improve qualityof those products.
Your directors hope that with implementation of aforesaid activities the top line andbottom line of your company may improve further.
AWARDS AND RECOGNITION
The company has received in past no. of awards for its products use of boiler andcertifications for recognition of the companys systems. The most recentcertifications received by the company are OHSAS 18001:2007 certification in recognitionof companys health and safety management system ISO 9001:2015 in recognition ofcompanys quality management system and ISO 14001:2015 in recognition ofcompanys environmental management system.
TECHNICAL ASSISTANCE AGREEMENTS:
The company had availed the benefits of technical expertise from M/s Tate & LyleBelgium and SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk Mahallesi Girne CadTurkey in the past. This has enabled it to further improve the technical parameters of theproduction processes and also improve the quality of its products.
Your directors report that the export turnover of the company during the year underreview is Rs. 10659.60 lakhs as against Rs. .9340.57 lakhs which shows improvement of14.12% during the year under review. The company intends to continue with its long termexport oriented marketing policy by penetrating more in its existing international marketand exploring new avenues for its high value products.
Due to extensive and effective efforts of the companys sole selling agents M/s LG & Doctor Associates Private Limited there has been an increase in the turnover ofyour company and the company has been able to achieve better price realization for itsproducts as compared to its competitors. It is heartening to note that due to efforts onthe part of the sole selling agents despite of increase in the revenue from operations ofthe company total receivables at the end of the year remained in control and averagecredit period has reduced during the year under review.
The directors place on record its appreciation for the persistent untiring efforts ofthe sole selling agents to find new markets pursue with the customers for additionalorders and to ensure timely collection of dues.
Deposits aggregating Rs. .66.17 lakhs due for repayment on or before 31stMarch 2018 were not claimed by the depositors on that date. As on the date of thisreport from the aforesaid amount deposits aggregating Rs. 52.73 lakhs have beenclaimed/paid.
Your company has accepted the deposits aggregating to Rs. .1650.35 lakhs during theyear under review after complying with the provisions of the Companies Act 2013 andCompanies (Acceptance of Deposits) Rules 2014. There has been no default in repayment ofdeposits or payment of interest thereon during the year under review and there are nodeposits which are not in compliance with the requirements of Chapter V of the CompaniesAct 2013.
Your directors appreciate the support which the company has received from the publicand shareholders to its fixed deposit scheme.
All the properties and insurable interests of the company including buildings plantand machinery stocks loss of profit and standing charges etc. are adequately insured.
The company continues to generate electricity from biogas engine of 1800 KVA capacitywhich utilizes biogas captured while treating the effluents which are generated from themanufacturing processes of the company. This has reduced power cost. Utilization of biogasfor generation of electricity reduces emission of the green house gases into environmentand thus supports green environment.
There are no material changes and commitments affecting the financial position of thecompany which has occurred between the end of the financial year under review of thecompany to which the financial statements relate and the date of this board report.
A special resolution has been proposed for the approval of the members forreappointment of Mr. Priyam B. Mehta as the managing director of the company for theperiod from 12th August 2018 to 31st March 2023 and for approvinghis remuneration for the period of three years from 12th August 2018 to 11thAugust 2021. A special resolution has also been proposed for payment of same remunerationto Mr. Varun P. Mehta as the executive director of the company for the period from 16thJanuary 2018 to 31st March 2019 the details of which are mentioned in theexplanatory statement of the notice of the 77th annual general meeting.
Mr. Vishal P. Mehta retires by rotation at the forthcoming annual general meeting andbeing eligible offers himself for re-appointment.
The company has received a declaration from all the independent directors that theymeet the criteria of independence provided under Section 149 (6) of the Companies Act2013 for the financial year under review.
Mr. Priyam B. Mehta is the chairman and managing director of the company sinceNovember 1982. He is assisted by Mr. Varun P. Mehta who is the executive director of thecompany since January 2010 and Mr. Vishal P. Mehta who is also the executive director ofthe company since July 2011. The appointment of the said whole time directors and theirremuneration are recommended by the nomination and remuneration committee keeping in mindtheir contribution to the growth of the company the financial position of the companyprevailing industry norms provisions of the Companies Act 2013 and approved by the boardof directors and members of the company from time to time.
The independent directors of the company are highly qualified and stalwarts in theirrespective filed with wide and varied experience. They actively participate in thediscussions at the board meeting and their suggestions have helped the company to grow ata rapid pace. The members at their 73rd Annual General Meeting held on 26thJuly 2014 have appointed CA Mahendra N. Shah Dr. Gaurang K. Dalal. Dr. Janak D. Desaiand CA Chirag M. Shah as independent directors of the company for the period of five yearsfor a term upto 31st March 2019 keeping in mind their contribution to thegrowth of the company. The independent directors are paid sitting fees for attending theboard and committee meetings. The nomination and remuneration committee has in place theircriteria for determination of qualifications positive attributes and independence of thedirectors which they would consider as and when the company would be required to appointthe new independent directors.
Pursuant to the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015the board has carried out an evaluation of its own performance the performance ofdirectors individually as well as the evaluation of working of its audit committeenomination and remuneration committee stakeholders relationship committee and corporatesocial responsibility committee. The manner in which the evaluation has been carried outhas been explained in the corporate governance report.
The manner in which the remuneration is paid to the directors executive directors andsenior level executives of the company has also been explained in the corporate governancereport.
During the year under review seven board meetings one independent directors meetingand four audit committee meetings were convened and held the details of which are given inthe corporate governance report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 your directorswould like to state that: (i) in the preparation of the annual accounts the applicableaccounting standards have been followed; (ii) the directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year as on 31st March 2018 and of theprofit of the company for that period;
(iii)the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv)the directors have prepared the annual accounts on a "going concern"basis;
(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi)the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014
The extract of annual return in form no. MGT-9 as provided under Section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management & Administration)Rules 2014 is annexed hereto as Annexure-1 and forms the part of this report.
Further the disclosure in the board report under Rule 5 of Companies (Appointment& Remuneration) Rules 2014 is also annexed hereto as Annexure-2 and forms thepart of this report.
terms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.
The company has three subsidiaries i.e. Sayaji Corn Products Ltd. Sayaji Ingritech LLPand Sayaji Seeds LLP. Sayaji Sethness Limited is a joint venture of the company. Pursuantto Section 129(3) of the Companies Act 2013 a statement in Form AOC 1 containing thesalient features of the financial statements of each of the subsidiaries and the jointventure company is attached to the annual report.
CODE OF CONDUCT:
The board of directors has approved a code of conduct which is applicable to themembers of the board and all executives one level below the board. The company believes inzero tolerance against bribery corruption and unethical dealings/ behaviour of any formand the board has laid down the directives to counter such acts. The code of conduct hasbeen posted on companys web site www.sayajigroup.in
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
The details of loans guarantees or investments under Section 186 of the Companies Act2013 at the beginning of the year given/ made during the year and at the end of thefinancial year under review is as given below:
|Particulars of Loans/ Guarantees/ Investments ||As at 1/4/2017 ||Given/ Made during the financial year ||As at 31/3/2018 |
|Investment in 12.00000 equity shares of ||Rs. 12000000/- ||Nil ||Rs. 12000000/- |
|Sayaji Sethness Ltd. || || || |
|Investment in 2500 equity shares of ||Rs. 5000/- ||Nil ||Rs. 5000/- |
|Rapicut Carbide Ltd. || || || |
|Investment in 472 equity shares of ||Rs. 184000/- ||Nil ||Rs. 184000/- |
|Punjab National Bank || || || |
|Investment in Sayaji Corn Products Ltd. ||Rs. 500000/- ||Nil ||Rs. 500000/- |
|Investment in Sayaji Seeds LLP ||Rs. 8000000/- ||Rs. 10000000/- ||Rs. 18000000/- |
|Investment in Sayaji Ingritech LLP ||Nil ||Rs. 20899956/- ||Rs. 20899956/- |
|Corporate Guarantee given to Punjab National ||Rs. 175000000/- ||Nil ||Rs. 175000000/- |
|Bank for financial assistance to N B || || || |
|Commercial Enterprises Ltd. || || || |
|Corporate guarantee given to Kotak Mahindra ||Rs. 82500000/- ||Nil ||Rs. 82500000/- |
|Bank for financial assistance to Sayaji || || || |
|Ingritech LLP || || || |
|Corporate guarantee given to Kotak Mahindra ||Nil ||Rs. 60000000/- ||Rs. 60000000/- |
|Bank for financial assistance to Sayaji Seeds LLP || || || |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were atarms length basis and were in the ordinary course of business. The company had notentered into any transactions with related parties which could be considered material in
The code lays down the standard procedure of business conduct which is expected to befollowed by the directors and executives one level below the board in their businessdealings and in particular on matters relating to integrity in the work place in businesspractice and in dealing with stakeholders.
All the board members and executives one level below the board have confirmedcompliance with the code.
STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:
The statement on development and implementation of risk management policy is givenunder the management discussion and analysis report which is attached with this annualreport.
INTERNAL FINANCE CONTROL:
Details in respect of adequacy of internal finance control with reference to thefinancial statements are stated in management discussion and analysis report which formsthe part of this report.
CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY AND CSR INITIATIVES:
The company has developed CSR policy with the objective to lay down guiding principlesfor proper functioning of CSR activities to attain sustainable development of nearbysociety. CSR policy is also available on the web-site of the company.
The company has contributed in the past generously in the areas like health-careeducation wild animal protection etc. The company has donated its precious land forestablishment of primary school and has procured furniture computers electrical fittingsetc. required by the school for the benefits of children living in nearby areas.Contributions have also been made for programs formed by Government of Gujarat foreducation of girls in the state.
The CSR policy developed by the company mentions the areas of its operation the CSRactivities the allocation of funds and arrangements for carrying out such activities. Themembers of CSR committee include Mr. Varun P. Mehta as chairman Dr. Gaurang K. Dalal Dr.Janak D. Desai and Mrs. Sujata P. Mehta as members.
The company has spent a sum of Rs. 15.49 Lakhs on CSR activities during the year underreview which is more than the prescribed limits of the amount of Rs. 11.53 Lakhs which itis required to spend on the said activities pursuant to the provisions of Section 135 ofthe Companies Act 2013. The CSR activities were overseen by the CSR Committee and also bythe Board of Directors on a regular basis. The report on CSR activities is annexed heretoas Annexure - 3 and forms the part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The management discussion and analysis report as required under Regulation 34(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been attachedand forms part of this directors report.
Your company has complied with the requirements of corporate governance as prescribedunder Schedule V of the SEBI (LODR) Regulations 2015. A separate report on corporategovernance forms the part of the annual report. A certificate from the practising companysecretary Amrish Gandhi regarding compliance of conditions of corporate governance alsoforms the part of this report.
M/s Shah and Shah Associates Chartered Accountants Ahmedabad (ICAI Registration No.113742W) continue to act as the statutory auditors till the conclusion of 81stannual general meeting of the company to be held in the year 2022.
Pursuant to provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 practicing companysecretary Amrish Gandhi was appointed to undertake secretarial audit of the company. Thesecretarial audit report is annexed herewith as Annexure - 4 and forms the part ofthis report.
The Company has received a letter dated May 3 2018 from the cost auditors M/s Dalwadi& Associates Cost Accountants to the effect that their reappointment if made wouldbe within the prescribed limits under Section 141(3) (g) of the Companies Act 2013 andthat they are not disqualified for re-appointment. The board of directors of the companyat its meeting held on May 16 2018 appointed M/s Dalwadi & Associates CostAccountants as the cost auditors of the company to conduct the audit of cost recordsmaintained by the company as required by the Companies (Cost Records and Audit) Rules2014 as amended from time to time.
The members are requested to ratify the remuneration to be paid to the cost auditors ofthe company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:
The information on conservation of energy technology absorption foreign exchangeearnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules 2014 isappended hereto as Annexure - 5 and forms part of this report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment &
Remuneration of Managerial Personnel) Rules 2014 in respect of employees of thecompany will be provided upon request. In terms of Section 136 of the Act the reports andaccounts are being sent to the members and others entitled thereto excluding theinformation on employees particulars which is available for inspection by members at theregistered office of the company during the business hours on working days of the companyupto the date of ensuing 77th annual general meeting of the company. If anymember is interested in inspecting the same the member may write to the company secretaryin advance.
Your directors express their deep sense of appreciation for the valuable and devotedservices rendered by the chairman and managing director and the executive directors in themanagement and conduct of the affairs of the company. The directors also express theirappreciation for the devoted services of the sole selling agents. Your directors alsothank Punjab National Bank banker to the company for extending financial assistance byway of working capital facilities and term loans at competitive rates. Your directors alsowish to Place on record their deep sense of appreciation for the devoted services of thecompanys executives staff workers and all associated directly and indirectly withthe affairs of the company.
For and on behalf of the Board of Directors
Priyam B. Mehta
Chairman and Managing Director
Place : Ahmedabad
Date : May 16 2018