Soni Soya Products Ltd.
|BSE: 535069||Sector: Agri and agri inputs|
|NSE: SONISOYA||ISIN Code: INE301Z01011|
|BSE 05:30 | 01 Jan||Soni Soya Products Ltd|
|NSE 05:30 | 01 Jan||Soni Soya Products Ltd|
|BSE: 535069||Sector: Agri and agri inputs|
|NSE: SONISOYA||ISIN Code: INE301Z01011|
|BSE 05:30 | 01 Jan||Soni Soya Products Ltd|
|NSE 05:30 | 01 Jan||Soni Soya Products Ltd|
Your directors have pleasure in presenting their 5th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31 *' March 2019.
A. During the year under review performance of your company as under:
Our revenue from operations on a standalone basis increased by more than 100% from Rs.730.367.699.00 to Rs. 1913240713.00 and on a consolidated basis the revenue fromoperations is Rs. 2154665993.00 in 2019.
C. Profits - Standalone and Consolidated
Our operating profit on a standalone basis amounted to Rs. 25481052.50 as against Rs.19.414.904.00 in the previous year. The Net profit amounted to Rs. 18523005.50 asagainst Rs. 13.403.265.00 in the previous year.
Our operating profit on a consolidated basis amounted to Rs. 27742104.00 in thecurrent year. The Net profit amounted to Rs. 19626695.63 in the current year.
D. Capital expenditure on tangible assets - Standalone and Consolidated
During the year on standalone and consolidated basis the Company incurred Capitalexpenditure details are mentioned here:
E. Basic EPS
During the year details of Earnings per share on standalone and consolidated basis arehereunder
Each equity share of Rs. 10.00 fully paid up.
Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared inaccordance with the Accounting Principles generally accepted in India including the IndianAccounting Standards specified under Section 133 of the Act.
In accordance with the Section 129(3) of the Act the audited Consolidated FinancialStatements are provided in this Annual Report.
There was no change in nature of Business of the Company during the year under review.
Due to adequate investment opportunity exist within the company itself your boarddecided not to recommend any dividend to the shareholders for the financial year. They donot have any preference share or other security.
During the year the Company has transferred Rs. 18523005.50/- to General Reserve.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the rules made there under.
a. Performance and Prospects
Soni Soya Products Limited is engaged in the business of i.e. Processing and Tradingof ORGANIC and NON-GMO Agricultural products such as Soya Maize (Corn) Wheat Flax seedsand such other grains. Our Registered office is situated at Indore and our manufacturingfacility is situated at Meghnagar Jhabua. The subsidiary of the Company M/S Soni SoyaProducts Limited is also engaged in Trading of ORGANIC and NON-GMO Agricultural productssuch as Soy Maize (Corn) Wheat Flax seeds and such other grains. The registered of thecompany is situated at California USA.
b. Business Plans
Direct Communication with the Customer
Due to the time difference and the difficulties some customers faced when they tried tocontact our Soni Soya India we felt the need to expand and open a subsidiary office inthe United States. Customers would face difficulties in trying to place new ordersaltering their current order (whether it was the size or the product itself) requestingprice updates inquiring on their current and previous shipment orders and submittingrequests for information regarding the loading and transportation plan. Therefore it hasbeen our intention since the beginning of 2018 when Soni Soya India's products in the USwere of very high and increasing demand that we begin planning to open an office in the USto provide better communication services and gain an advantage with customer service inthe highly competitive US market.
Providing a Service to Deliver Goods straight to the Customer's Doorstep
With the current worldwide expectation in delivery services customers expect that whenthey place an order for goods those goods will be delivered straight to their doorstep.Currently our competitors who have US based representatives or a US office can providethis extra service to customers. Operating from India this was not a service we were ableto provide due to the complications which may arise and the potential liabilities which wewere not prepared to bear when we were so far away and would face trouble communicatingwith deliverers and truckers. Since the US market for organic and non-GMO agriculturalproducts is very competitive we wish to be able to compete more fervently withcompetitors. Therefore opening a US subsidiary office will enable us to provide thisextra service and be able to follow up with our drivers and potentially contracteddelivery agencies to ensure that the products are safely transported to the customers'doorsteps.
Up until today Soni Soya India has been dealing with lots of traders and manufacturersof organic and non-GMO products in the United States. However one thing we have not beenable to do due to the communication impediment and distance while operating from India isreaching end-users directly. With a subsidiary office in the US we are certain that wecan start selling the products to end-users directly rather than traders andmanufacturers. Our plan is to better market our subsidiary office Soni Soya Products LLC(hereinafter "Soni Soya US) and be able to attract end-users. Once a potentialconsumer has submitted an inquiry regarding a potential purchase we will make the effortto personally meet with the consumer to convince them of purchasing our product. Thereason we are adamant about reaching end-user customers directly is because it wouldprovide a much higher profit margin than selling the products solely to traders andmanufacturers.
Warehousing is a service which is crucial to provide when dealing with the business ofimporting and selling large quantities of products. This is due to unforeseencircumstances which may arise and lead to our purchaser(s)/customers refusing to acceptthe delivery of the product in the time we had originally agreed upon or storing theproducts to change the packaging according to the detailed requirements of thecustomer(s). Before the establishment of the US Subsidiary office Soni Soya India had notbeen providing warehousing services to US consumers. However since we opened our USsubsidiary we have been providing limited warehousing services in the subsidiary's ownwarehouse. This warehouse is small does not handle a large capacity of products and isnot situated close to the port. Therefore the US Subsidiary's goal is to contract withlarge warehousing companies to start offering this service to customers. Soni Soya Indiadid not want offer this before having a Subsidiary office because of the communication gapand the hardship we would face when dealing with warehousing problems from a hugedistance.
Our Company plans to invest in high quality machineries and equipment to ensureefficient production and quality products. The scale of operations shall enable ourCompany to produce quality products. Our Company believes that the investment intechnology shall allow it to provide quality products to its customers and differentiateit from other competitors.
There has not been any significant and material change and commitments affectingfinancial position of the company since closing of financial year and up to the date ofthis board's report.
a) Authorized Capital
During the year under review; the Authorized Capital of the Company not increased.
b) Issued Subscribed and Paid up Share Capital
Issue of Equity Shares:
The Paid up Share Capital of the Company was increased from of Rs. 33549610.00 to51549610.00 because of allotment of Equity Shares in Initial Public Offer.
ii) Public Issue of the Equity Shares and Listing on NSE SME Platform:
During the Financial year 2018-19 During the year under review the Company was issuedprospectus to the general public on 19th March 2018 for making public issue of 1800000Equity Shares of Rs. 10/- each at a premium of Rs. 151- per share aggregating Rs. 4.50Crores and the issue was successfully oversubscribed and was made allotment of 1800000equity shares on 12th April 2018 and the company's entire post issue capital of Rs. 51.54Lakhs divided into 5154961 Equity Shares of Face Value of Rs. 10/-each were listed atthe NSE SME Platform on 12th April 2018.
Your Directors place their sincere thanks to all the investors and the NSE SEBIMerchant Bankers and all the agencies for their guidance and support. The Company's equityshares are regularly being traded at the floor of the NSE SME Platform and as on 31 stMarch 2019 closing price was Rs. 19.35/- perequity share.
The Company has not issued shares with differential voting rights or granted stockoptions or sweat equity.
iii) Statement for Utilization of Public Issue Proceeds for the year ended on 31stMarch 2019 and declaration regarding no deviation(S)/variation(S) from the objects statedin Prospectus
The Company has come out with Initial Public Offer of 1800000 equity shares of FaceValue of Rs. 10/- per share at an Issue Price of Rs. 25/- per share and generated funds ofRs. 4.50 Crs for the purposes and objects as mentioned in Prospectus dated 19th March2018. The Company submits the following statement towards the utilization of the issueproceeds as under:
The object of the issue was to raise funds to meet out the working capital requirementand for General Corporate purpose and company has fully utilized the public issue proceedsfor the purpose forwhich it was raised.
iv) Listing on Stock Exchange
The Company's shares are listed on SME Emerge Platform National Stock Exchange of IndiaLimited (NSE) The Company has received the trading approval for total 5154961 EquityShares on SME Emerged platform of NSE Limited with effect from April 12 2018 havingsymbol SONISOYA.
v) Other Disclosures and Information's
That the Company:
a. Has not allotted to any shares with differential voting rights during the yearhence there is nothing to disclosure under provisions of section 43 of the Act read withRule 4(4) of the Companies (Share Capital and Debenture) Rule 2014.
b. Has not allotted to any sweat equity shares during the year in accordance with theprovision of section 54(1 )(d) of Companies Act 2013 read with Rule8 (13) of theCompanies (Share Capital and Debenture) Rules 2014.
c. Has not allotted stock option to any employee during the year as per Rule 12 (9) ofthe Companies (Share Capital and Debenture) Rules 2014.
d. The company has not giving any loan pursuant to provisions of section 67 of the actto its employees for purchase of its own shares hence there has not been anything todisclose under provisions of section 67(3) of the Act read with 16(4) of the Companies(Share Capital and Debentures) Rules 2014.
In terms of the provisions of Regulation 34 and schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Management's discussion andanalysis is set out IN ANNEXURE-G in this Annual Report.
Industrial relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the cooperation extended by all the employees inmaintaining cordial relations.
To the best of the knowledge and belief and according to the information andexplanations obtained by them your Directors confirms the following statements in termsof Section 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual accounts for the year ended 31st March 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b. that such accounting policies as mentioned in the Financial Statements have beenselected and applied consistently. Such judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs and ofProfit of the Company for the financial year ended on March 31812019.
c. that they have taken proper and sufficient care 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 they have prepared the Annual Accounts on a going concern basis;
e. that they have laid down internal financial controls for the company and suchinternal financial controls were adequate and were operating effectively.
f. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and such system are adequate and operating effectively.
The following appointments were made during the year:
Shri Amardeep Singh Bhadouriya (DIN: 08150152) as non-executive independentdirectors on the Board appointed as additional independent directors and his appointmentwere approved in board meeting on 08th June 2018 by the Board of Directors and by theshareholders in their Fourth Annual General Meeting held on the 28th September 2018appointed as non-executive independent director.
Smt. Shashi Shukla (DIN: 08150150) as executive directors on the Board appointedas additional directors and her appointment was approved in board meeting on 08th June2018 by the Board of Directors and by the shareholders in their Fourth Annual GeneralMeeting held on the 28th September 2018 appointed as executive director.
Shri Shubham Sharma (DIN: 08082019) was appointed as Additional Director on theBoard of the company and has resigned from the directorship of the company w.e.f.26 July 2019.
b. Retirement by Rotation
As per the provisions of the Companies Act 2013 and article 145 (b) of Article ofAssociation of the company Smt. Shashi Shukla Director of the Company who has beenlongest in the office retires by rotation at the ensuing AGM and being eligible offerherself for reappointment. The Board recommends her reappointment.
The Board consist of the following directors namely:-
13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
During the year Company has incorporate Subsidiary named SONI SOYA PRODUCTS LLCCalifornia United States of America during the year under review. The company hasinvested as
capital contributions in M/s Soni Soya Products Limited and has profit sharing andcapital ratio of 51%.
14. NUMBER OF BOARD MEETINGS
During the Financial Year 2018-19  meetings of the Board of Directors of thecompany were held.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on 25th March 2019to review the performance of Non-Independent Directors (including the Chairman) and theentire Board. The Independent Directors also reviewed the quality content and timelinessof the flow of information between the Management and the Board and its' Committees whichis necessary to effectively and reasonably perform and discharge their duties.
16. COMMITTEES OF THE BOARD
The Company has following four Committees as follows:
(a) Audit Committee: The Company has constituted Audit Committee as per section 177 ofthe Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015; vide resolution passed at the Annual General Meeting ofthe members held on 02nd August 2017. The terms of reference of Audit Committee arebroadly in accordance with the provisions of SEBI (LODR) Regulations 2015 and CompaniesAct 2013.
The Audit Committee comprises of the following Directors of the Company as on 3131March 2019.
Four meetings of the Audit Committee were held during the year under review and the gapbetween two meetings did not exceed one hundred and twenty days.
The Company has constituted a Nomination and Remuneration Committee in accordancesection 178 of the Companies Act 2013. The constitution of the Nomination andRemuneration Committee was approved by a vide resolution passed at the Annual GeneralMeeting of the members held on 02nd August 2017. The Nomination and RemunerationCommittee comprises of the following Directors of the Company as on 31st March 2019.
After the constitution 1 meeting of the Nomination and Remuneration Committee were heldduring the year on 25"' March 2019.
(c) Stakeholders' Relationship Committee
The Company has constituted a shareholder/investors grievance committee("Stakeholders" Relationship Committee") to redress complaints of theshareholders. The Stakeholders' Relationship Committee was constituted vide resolutionpassed at the Annual General Meeting of the members held on 02nd August 2017. TheStakeholders' Relationship Committee comprises the following Directors as on 31st March2019:
After the constitution 1 meeting of the Stakeholders' Relationship Committee were heldduring the year on 25s' March 2019.
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 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribedformat AOC 2 has been enclosed with the report.
As per the requirement of Section 177 (9) of the Companies Act 2013 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has established a Vigil Mechanism called the 'Whistle Blower Policy' for Directorsand Employees to report concern of unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy and the details of the WhistleBlower Policy has been uploaded on the Company's website http://www.sonisoya.com.
As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards)Rules 2015 notified vide Notification No.G.S.R.111 (E)on 16th Feb. 2015 Companies whoseshares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009 are exempted from the compulsoryrequirement of adoption of IND-AS w.e.f. 1st April 2017. As your Company is listed on SMEPlatform of NSE Limited is covered under the exempted category and is not required tocomply with IND-AS for preparation of financial statements beginning with period on orafter 1st April 2017.
The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed asAnnexure-D to the Board's report The details of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are as under:
The Company has adequate risk management process to identity and notify the Board ofDirectors about the risks or opportunities that could have an adverse impact on theCompany's operations or to that could be exploited to maximize the gains. The processesand procedures are in place to act in a time bound mannerto manage the risks oropportunities.
There are no significant and material orders passed by the regulators or courts ortribunals which impacting the going concern status and the Company's operations in future.
Statutory Aud itors
M/s. Nahata Mahajan & Co. (Chartered Accountants Indore (Firm Registration No.009739C) were appointed as Statutory Auditor of the Company in AGM 30/09/2015 to holdoffice until the conclusion of the Annual General Meeting to be held in the year 2020. TheCompany has received a certificate of eligibility from the statutory auditors inaccordance with the provisions of Section 141 of the Act. There is not required forratification of auditor in this Annual General Meeting as per the provision of Section 139of the Companies Act 2013 as amended.
M/s K Jagwani & Associates Chartered accountants is appointed as an InternalAuditor of the Company to conduct the internal audit of the Company for the Financial Year2019-20 as required under Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014. The Company has an Internal Control System commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalAudit function is defined. The Audit Committee of the Board of Directors actively reviewsthe adequacy and effectiveness of the Internal Control System and suggests improvements tostrengthen the same. To maintain its objectivity and independence the Internal Auditorreports to the Chairman of the Audit Committee of the Board. Based on the report ofinternal audit function Company undertakes corrective action in their respective areasand thereby strengthens the controls. Recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board and accordingly implementationhas been carried out by the Company.
Secretarial Audit Report
As required under Section 204 of the Companies Act 2013 and Rules there under theBoard has appointed M/s Neelesh Gupta & Co. Practicing Company Secretaries toconduct a secretarial audit of the Company for fiscal year 2019. The Secretarial Auditors' Report for fiscal 2019 does not contain any qualification reservation or adverseremark. The Secretarial Auditors' Report is enclosed as Annexure-E to theBoard's report.
The Company being listed on the Small and Medium Enterprise platform of NSE Limited; isexempted from provisions of corporate governance as per Regulation 15 of the SEBI (LODR)Regulations 2015. Hence no Corporate Governance Report is required to be disclosed withAnnual Report. It is pertinent to mention that the Company follows majority of theprovisions of the corporate governance voluntarily.
Company has paid total managerial remuneration amounting to Rs. 3544167/- during theyear to its Directors.
During the year the Company has not received any complaint which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of the company.
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder eitherto the Company orto the CentralGovernment.
The ratio of the remuneration of each whole-time director and key managerial personnel(KMP) to the median of employees' remuneration as per Section 197 (12) of the CompaniesAct 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of the Board's report asAnnexure-F
Additionally the following details form part of Annexure F to the Board's report:
Remuneration to Whole Time Directors
Remuneration to non-executive / independent directors
Percentage increase in the median remuneration of employee in the financial year
Number of permanent employees on the rolls of company
There has not been any employee drawing remuneration exceeding 1.02 Croresduring the year employed for the full year or Rs. 8.50 lakhs employed for part of theyear.
The company did not allot any sweat equity shares or having employees' stockoption scheme.
The company is having adequate internal financial controls with reference to thefinancial statements in terms of Section 134 (3) (q) of Companies Act 2013 read with Rule8 (5) (viii) of Companies (Accounts) Rules 2014.
The Company has laid down a code of conduct for all Board members and Senior Managementand Independent Directors of the Company. All the Board members including IndependentDirectors and Senior Management Personnel have affirmed compliance with the code ofconduct.
Pursuant to the provisions of section 134 (3) (p) of the Companies Act 2013 andapplicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors including the Chairman of theBoard. 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. The evaluation of the Independent Directors wascarried out by the entire Board and that of the Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Directors were satisfied with theevaluation results which reflected the overall engagement and effectiveness of the Boardand its Committees with the Company.
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in form MGT 9 is annexed herewith as "Annexure A" forming part ofthis report.
Shares of the Company got listed on The National Stock Exchange Limited (NSE) SMEPlatform Mumbai on 12th April 2018 which provides a wider access to the investorsnationwide. The Company has made all the compliances of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 including payment of annual listing fees up to31 March 2019 to the NSE.
The Secretarial Standards as specified by the Institute of Company Secretaries of Indiafor Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1st July 2015. The Company is in compliance with the same.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge support of the NSE Ltd. Lead Manager Share TransferAgent and other intermediatories of the Public Issue of the Company and also to allstakeholders of the Company viz. customers members dealers vendors bankers and otherbusiness partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.