SHUBHAM POLYSPIN LIMITED
Your Directors take pleasure in presenting the NINETH Annual Report of theCompany together with the Audited Accounts for the financial year ended on 31stMarch 2021.
The brief financial results are as under:
|Particulars ||2020-21 ||2019-20 |
|Profit/(Loss) before Depreciation and Tax ||203.56 ||196.25 |
|Less: Depreciation ||143.98 ||143.24 |
|Profit/(Loss) Before Tax and Extra Ordinary Items ||59.58 ||53.01 |
|Less: Extra Ordinary Items ||Nil ||Nil |
|Less: Current Tax ||9.30 ||8.42 |
|Deferred Tax ||(0.95) ||2.84 |
|(Add)/Less: MAT credit Entitlement ||(0.46) ||3.90 |
|Profit/(Loss) After Tax ||51.70 ||37.85 |
The Turnover of the Company for the year 2020-21 has increased from Rs. 3325.61 Lakhsto Rs. 3851.12 Lakhs. Due to this profit before Depreciation and Tax stands increasedfrom Rs. 196.25 Lakhs to Rs. 203.56 Lakhs in the previous year.
The impact of COVID-19 pandemic started worldwide from the month of December 2019 andhad severe impact on the business globally. However the production and sales of Companywere not much affected due to COVID-19 situations. The Company is prepared for the futureuncertainties till the COVID19 pandemic is not completely stabilized. The Company expectpossibility of stress on the revenue and profit growth for the financial year 2021-22 andif the global pandemic is controlled and its world-wide impact is subsided the revenuegrowth and profit margins of the company will get improved in the financial year 2021-22and onwards.
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Companies or Joint Venture Company orAssociate Company.
MATERIAL CHANGES AND COMMITMENT:
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of financial year of the Company to which thefinancial statements relate and the date of the report.
REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year the financial statement or report was not revised. Hence furtherdetails are not applicable.
In order to conserve resources your Directors express their inability to recommend anydividend.
TRANSFER TO RESERVE:
Your Directors find it prudent not to transfer any amount to General Reserve.
INCREASE IN AUTHORISED SHARE CAPITAL:
During the year under review the Company has increased Authorised Share Capital fromRs. 60100000 (Rupees Six Crores One Lakhs) divided into 6010000 (Sixty Lakhs TenThousand) Equity Shares of Rs. 10/- each to Rs. 120100000 (Rupees Twelve Crores OneLakh) divided into 12010000 (One Crore Twenty Lakhs Ten Thousand) Equity Shares of Rs.10/- each by passing Ordinary Resolution at the 8th AGM held on 28thSeptember 2020.
ALLOTMENT OF SHARES UNDER BONUS ISSUE:
The Company has allotted 5510000/- equity shares of Rs. 10 each on 13thOctober 2020 as Bonus equity shares in the ratio of 1 equity shares of Rs. 10 each forevery 1 Equity shares of Rs. 10 each held by the existing Equity Shareholders of theCompany.
The Paid-up Equity share capital of the Company as on 31st March 2020 wasRs. 55100000/- divided into 5510000 Equity shares of Rs. 10/- each. Thereafter thesame was increased by issue of Bonus shares and at present the paid-up share capital ofthe Company is Rs. 110200000/- divided into 11020000 Equity shares of Rs. 10/- each.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Akshay A.Somani (DIN: 05244214) Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself to be re-appointed as Director ofthe Company.
The Board recommends the re-appointment of Mr. Akshay A. Somani (DIN: 05244214) asDirector of the Company liable to retire by rotation.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:
1. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
2. that the Directors had 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;
3. that the Directors had 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;
4. that the Directors had prepared the annual accounts on a going concern basis; and
5. 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.
6. that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Regulation 34(3) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit and Nomination & Remuneration Committees based on the criteria and frameworkadopted by the Board.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 6 (Six) times on 22nd May 2020 29thJune 2020 24th July 2020 3rd September 2020 12th November2020 and 5th March 2021.
The Company has received necessary Declaration from each Independent Director/s undersection 149(7) of the Companies Act 2013 that they meet the criteria of Independence laiddown in section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Board is in the opinion that theIndependent Directors fulfils the criteria of Independence and are Independent from themanagement of the Company.
Regarding proficiency the Company has adopted requisite steps towards the inclusion ofthe names of all Independent Directors in the data bank maintained with the IndianInstitute of Corporate Affairs Manesar (IICA'). Accordingly all the IndependentDirectors of the Company have registered themselves with IICA for the said purpose. Interms of Section 150 of the Act read with the Companies (Appointment & Qualificationof Directors) Rules 2014 as amended vide Notification No. GSR.774(E) dated 18.12.2020since all the Independent Directors of the Company have served as Directors for a periodof less than three (3) years on the Board of Listed Company as on the date of inclusion oftheir names in the database they are required to undertake online proficiencyself-assessment test. All the Independent Directors have informed the Company that theywill undertake the online assessment test before due date.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEESTOCK OPTION SCHEME:
During the year the Company has not issued any shares with differential voting rightsor sweat equity shares or shares under employee stock option scheme. Hence disclosureregarding the same is not given.
M/s. Jain P. C. & Associates Chartered Accountants the existing auditors of theCompany were appointed as auditors of the Company at the 4th AGM for holdingthe office from the conclusion of that 4th AGM till the conclusion of the 9thAGM and they are retiring at the ensuing Annual General Meeting.
The Company has obtained from them written consent to such appointment and acertificate to the effect that their appointment as Auditors of the Company fromconclusion of 9th AGM to the conclusion of 14th AGM if made willbe in accordance with of provisions of Section 139 of the Companies Act 2013 and suchconditions as may be prescribed.
The members are requested to consider the matter of appointment of Auditors and also tofix their remuneration.
The Board has duly reviewed the Statutory Auditor's Report on the Accounts. Theobservations comments and notes of the Auditor are self explanatory and do not call forany further explanation /clarification.
COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act 2013 the maintenance of Cost records hasnot been specified to the Company. Hence disclosure regarding the same is not given.
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. Manoj Hurkat & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure-1".
The Audit Committee consists of the following Directors:
|1. Mr. Kush Kalaria ||Chairperson |
|2. Dr. Urva P. Patel ||Member |
|3. Mr. Ankit A. Somani ||Member |
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of the following Directors:
|1. Mr. Kush Kalaria ||Chairperson |
|2. Dr. Urva P. Patel ||Member |
|3. Mr. Anil D. Somani ||Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of the following Directors:
|1. Dr. Urva P. Patel ||Chairperson |
|2. Mr. Kush Kalaria ||Member |
|3. Mr. Anil D. Somani ||Member |
RISK MANAGEMENT POLICY/PLAN:
It may please be noted that as per the applicable requirement of Companies Act 2013 arisk management policy/plan of the Company is developed and implemented for creating andprotecting the Shareholder's value by minimizing threats or losses and to identify andprovide a framework that enables future activities of a Company to take place in aconsistent and controlled manner.
The Company has a vigil mechanism for its Directors and employees to deal withinstance of fraud/ mismanagement if any and to report concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The details of the policy are posted on the website of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS:
The Company has laid down a Code of Conduct (COC) which is applicable to all the Boardmembers and Senior Management of the Company. The COC is available on the website of theCompany www.sanginitachemicals.co.in. All the members of the Board and Senior Managementhave affirmed compliance with the Code.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment measures in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year there were no complaints received under thesaid act. The Company has complied with the applicable provisions of the Act including theconstitution of internal complaints committee.
As the requirement of CSR Committee is not applicable to the Company furtherdisclosure/details are not given.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The Company's shareholders may refer the Company's website for the detailed Nomination& Remuneration Policy of the Company on the appointment and remuneration of Directorsincluding criteria for determining qualifications positive attributes independence of aDirector; and other matters provided under sub-section (3) of section 178.
The Company's remuneration policy is directed towards rewarding performance based onreview of achievements periodically. The remuneration policy is in consonance with theexisting industry practice.
ANALYSIS OF REMUNERATION:
The details of remuneration paid to Directors and Key Managerial Personnel is given inextract of Annual Return attached with this report.
Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013read with Companies (appointment and Remuneration of managerial personnel) Rules 2014 aregiven as follows:
|Names and Positions ||[A] Ratio of Directors' Remuneration to the median Remuneration of Employees ||[B] Percentage (%) increase in Remuneration |
|Mr. Anil D. Somani (Chairperson & Managing Director ||7.88 ||Nil |
|Mr. Ankit A Somani (Managing Director) ||23.65 ||Nil |
|Mr. Akshay A. Somani (Director & CFO) ||15.77 ||Nil |
Note: The median remuneration of employees of the Company during the year was Rs.76110/- p.a.
|[C] Percentage increase/(Decrease) in the median Remuneration of Employees ||(56.16%) |
|[D] Number of permanent Employees on the rolls of Company ||52 (Fifty-Two) |
|[E] Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof ||There was decrease of 56.16% in average salaries of employees other than NEDs and KMPs made in the year 2020-21. There was no change in the Managerial Remuneration for the year 2020-21 as compared to the year 2019-20. |
PARTICULARS OF EMPLOYEES:
The statement showing the names of the top ten employees in terms of remuneration drawnis given as "Annexure-2."
There are no employees of the Company drawing remuneration requiring disclosure ofinformation under Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
DETAILS OF THE REMUNERATION TO MD/WTD (AS PER CLAUSE-IV OF SECTION-II OF PART-II OFSCHEDULE V):
(i) all elements of the remuneration package such as salary benefits bonuses stockoptions and pension:
The details are given in clause- VI (A) of MGT-9 attached to this report as Annexure-3.
(ii) details of fixed component and performance-linked incentives along with theperformance criteria:
The details are given in clause- VI (A) of MGT-9 attached to this report as Annexure-3and performance criteria is linked with net profit of the Company.
(iii) service contracts notice period and severance fees:
Term valid till 3 years from the date of appointment/re-appointment. And no noticeperiod was mentioned no severance fees.
(iv) stock option details if any and whether these have been issued at a discount aswell as the period over which they accrued and how they are exercisable:
The Company has not granted any stock option.
During the year there were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
|(A) Conservation of energy || |
|(i) the steps taken or impact on conservation of energy ||The activities carried out by the Company are not power intensive. |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||The Company is not utilizing alternate sources of energy. |
|(iii) the capital investment on energy conservation equipments ||NIL |
|(B) Technology absorption || |
|(i) the efforts made towards technology absorption ||NIL |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||N.A. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||The Company has not imported any technology during the year. Hence there are no details to be furnished under any of the sub clauses of this clause. |
|(a) the details of technology imported; || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed; || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and || |
|(iv) the expenditure incurred on Research and Development ||There are no expenditure incurred on Research and Development by the Company. |
|(C) Foreign exchange earnings and Outgo || |
|The Foreign Exchange earned in terms of actual inflows during the year and ||Rs. 735.04 Lakhs |
|The Foreign Exchange outgo during the year in terms of actual outflows ||Rs. 74.08 Lakhs |
INTERNAL FINANICAL CONTROL:
The Directors had laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively.
During the year under report your Company has not accepted any deposits pursuant toSection 73 of the Companies Act 2013. Hence further details are not given.
Details of money accepted (if any during the year) by the Company from the Directorsand/or the relatives of Directors of the Company are given in the notes to the FinancialStatements and the same are not deposit as per the applicable provisions of Companies Act2013 and rules made thereunder.
It may please be noted that as our Company is not falling in the applicability criteriaprescribed in the SEBI-LODR Corporate Governance Report is not applicable to the Companyfor the year ended on 31st March 2021. Hence the Report on CorporateGovernance is not forming part of the Directors' Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT- 9 is annexedherewith as "Annexure-3". The Annual return is also being uploaded on thewebsite of the Company.
COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year underreview.
PARTICULARS OF LOANS INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013:
There are no Loans Investments or Guarantees /Security given by the Company during theyear under section 186 of the Companies Act 2013; hence no particulars are required to begiven.
RELATED PARTY TRANSACTION:
All the transactions / contracts entered into by the Company during the financial yearunder report with Related Parties were in the ordinary course of business and on an armlength's basis. There are no material transactions required to be disclosed in Form No.AOC-2. The related party transactions are entered into due to business exigencies.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report pursuant to Regulation 34(2) (e) of the SEBI(LODR) Regulations 2015 is appended as "Annexure-4" to Director'sReport.
Your Directors wish to place on record their sincere appreciation to the CustomersEmployees Suppliers Professionals and Bankers to the Company for their Cooperation andcontribution in the affairs of the Company.
|Registered Office: ||By Order of the Board |
|Block No. 748 Saket Industrial Estate ||sd/- |
|Nr. Kaneria Oil Mill Jetpura- Basantpura Road Borisana || |
|Tal-Kadi Dist:-Mehsana-382728 ||Anil D. Somani |
|Date: 5th June 2021 ||(DIN: 06373210) |
|CIN: L17120GJ2012PLC069319 ||Chairperson & Managing Director |