To,
The Members,
SAGAR SOYA PRODUCTS LIMITED
Your Directors have great pleasure in presenting 42nd Annual Report along
with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st
March, 2024.
1. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March, 2024 as compared
to the previous financial year, is summarized below:
| Particulars |
Year ended |
|
2023-24 |
2022-2023 |
| Total Income (including Other Income) |
83,036.49 |
82,735.18 |
| Gross Profit (before Interest, Depreciation and tax) |
51,071.56 |
23,136.34 |
| Less: Interest |
00 |
00 |
| : Depreciation |
9,715.30 |
11,449.85 |
| : Provision for taxation - Current |
12,831.00 |
6,040.00 |
| - Deferred |
-2,077.96 |
13,639.24 |
| Net Profit after tax |
30,603.22 |
-7992.75 |
| Less: Other Comprehensive Income |
00 |
00 |
| Total Comprehensive Income for the period |
30,603.22 |
-7,992.75 |
2. DIVIDEND AND TRANSFER TO RESERVES:
In order to conserve resources, your directors do not recommend dividend for the year
ended 31st March, 2024 with a view to conserve resources.
No amount is being transferred to reserves during the year under review.
3. FUTURE PROSPECTS:
The product range includes manufacture vegetable oils from Soyabean and other oil seeds
and oil cakes by solvent extraction process.
The focus of the company is towards increasing the demand of the product in the market
and the Company is also in process of trading into agro-commodity in the market.
4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report. The shareholders of the Company in their
Annual General Meeting held on 21st August, 2023 approved issue and allotment
of 35,29,399 (Thirty-Five Lakhs Twenty-Nine Thousand Three Hundred and Ninety-Nine only)
Share Warrants which are to be convert into Equivalent Equity Shares, on preferential
basis. The issue was done at a price of Rs. 34 (including Premium of Rs. 24 per share) per
Share Warrant.
In-principle approval from BSE Limited was received for 33,08,812 Share Warrants on
March 19, 2024.
Then Preferential Issue Committee in their meeting held on 26th March, 2024,
approved allotment of 33,05,283 Share Warrants Convertible into Equivalent Equity Shares
to non-promoters against receipt of 25% of the issue price i.e. Rs. 8.5 (Indian Rupees
Eight and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore
Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only). Further, the Company received
another 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight and Fifty Paise) per
share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore Eighty Lakhs Ninety-Four
Thousand Nine Hundred Six Only) from the convertible warrant holders. Accordingly, as on
date of this report, 50% Share Warrants money i.e. Rs. 17/- (Indian Rupees Seventeen) per
share warrants is received by the Company. The same is noted by Preferential Issue
Committee of the Company in their meeting held on 23rd April, 2024.
Further, Share Warrants money is spent towards the object specified in the AGM
Resolutions and noted the same by the Audit Committee.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year under review:
a) Ms. Renu Manendra Singh and Mr. Shrikrishna Baburam Pandey, resigned from the post
of Independent Directors of the Company due to personal reasons and other commitments
w.e.f. 5th August, 2023. Subsequent to their resignation as Independent
Directors, they will also cease to be a Key Managerial Personnel ("KMP") under
the provisions of Section 203 of Companies Act, 2013. Ms. Renu Manendra Singh and Mr.
Shrikrishna Baburam Pandey have also confirmed that there is no other material reason for
the resignation, other than, as stated above, and the same was noted by the Board.
b) Ms. Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane are
appointed as an additional director as well as Independent Director of the Company w.e.f.
19th August, 2023. Pursuant to Section 161 of the Companies Act, 2013, Ms. Savita Kishan
Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane hold office up to the date of
ensuing Annual General Meeting of the Company. Ms. Savita Kishan Bhaliya (DIN: 07192068)
and Mr. Ganesh Sahebrao Saidane has given his consent to act as a Director of the Company
pursuant to Section 152 of the Companies Act, 2013. They have further confirmed that he is
neither disqualified nor debarred from holding the Office of Director under the Companies
Act, 2013 or pursuant to any Order issued by SEBI.
7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a
Part of Annual Report. Consolidated Financial Statement is not applicable.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.
9. NUMBER OF BOARD MEETINGS:
During the financial year, the Board had met Seven times on 29th May 2023,
21st July, 2023, 28th July, 2023, 31st July, 2023, 19th
August, 2023, 09th November, 2023 and 06th February, 2024.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
10. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION.
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature
for the appointment as Director. The policy on Company's Remuneration and Nomination is
posted on Company's website at http://www.sagarsoyaproducts.com/
11. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
12. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met once during the year on 6th February, 2024 to
review the working of the Company, its Board and Committees. The meeting decided on the
process of evaluation of the Board and Audit Committee. It designed the questionnaire on
limited parameters and completed the evaluation of the Board by Non-Executive Directors
and of the Audit committee by other members of the Board. The same was compiled by
Independent authority and informed to the members.
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the agricultural
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes. The policy on Company's
familiarization program for Independent Directors is posted on Company's website at http:/
/www.sagarsoyaproducts.com.
14. INTERNAL CONTROL SYSTEM:
The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company's internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.
15. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) That in the preparation of the annual accounts, the applicable accounting standard
had been followed along with proper explanation relating to material departures.
ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the Profit of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) That the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi)That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating.
16. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March, 2024, Company has no subsidiaries and associate companies.
17. DEPOSITS:
Your Company did not accept any deposits from the public during the year. There are no
deposits which have not been claimed by depositors or paid by the Company after the date
on which the deposit became due for repayment or renewal, as the case may be, according to
the contract with the depositors & there are no total amounts due to the depositors
& remaining unclaimed or unpaid.
18. APPOINTMENT OF AUDITORS:
a) INTERNAL AUDITORS
As per section 138 of the Companies Act, 2013, The company has appointed M/s Ajit Jain
& Co., Chartered Accountant, as internal auditor of the company for financial year
2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls,
adherence to Company's policies and ensure statutory and other compliance through,
periodical checks and internal audit.
b) STATUTORY AUDITORS:
The Company at its 40th Annual General Meeting held on 26th September, 2022
appointed M/s. C. P. Jaria & Co, Chartered Accountants (FRN: 104058W) appointed as
Statutory Auditors of the Company for a period of five consecutive years and who shall
hold such office from the conclusion of 40th Annual General Meeting till the conclusion of
45th Annual General Meeting at such remuneration as may be mutually decided by
the auditors and the Board of Directors thereof. Further the ratification of their
appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of
notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of Corporate
Affairs, and accordingly the item has not been included in the Ordinary Course of Business
of this AGM Notice Further, they have confirmed that they are not disqualified as auditors
of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the
rules or regulations made thereunder.
Auditors' report is self-explanatory and therefore does not require further comments
and Explanation.
c) SECRETARIAL AUDITORS
The Company has appointed M/s HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to
carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as
Annexure A to Director's Report.
d) COST AUDITORS:
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not liable to appoint Cost auditors for the financial year
2023-24.
19. COMMENTS OF THE BOARD ON AUDITORS' REPORT:
a) Observations of Statutory Auditors on Accounts for the year ended 31st
March, 2024:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31st
March, 2024.
b) Observations of Secretarial Audit Report for the year ended 31st March,
2024:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31st
March, 2024.
20. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statements and
reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
The said Policy is available on the website of the Company at https:/ /
www.sagarsoyaproducts.com.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
21. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.
22. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual return for the Financial Year 2023-24 in E-form MGT 7 is furnished on the
website of the Company www.sagarsoyaproducts.com
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure
B.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013.
Details of Loans granted, Guarantees given or Investments made during the year under
review, covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statements.
25. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy, technology absorption, foreign exchange earnings
and out go, is required to be given pursuant to provision of Section 134 of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto
marked as Annexure C and forms part of this report.
26. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been
provided. The Directors of the Company do not draw any Remuneration.
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178 is available on Company's website:
www.sagarsoyaproducts.com
27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure
D and forms part of this report.
28. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
29. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives and thus in pursuance of the same it has formulated a
Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow
up actions thereon are reported to the Audit Committee and the risk management policy is
available on the website of the company: www.sagarsoyaproducts.com.
30. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there has been significant material orders passed by the Regulators and
no significant orders by Courts or Tribunals impacting the going concern status and
company's operations in future. The Company received email about the outstanding SOP Fines
of Rs. 1,55,37,650/- (One Crore Fifty-Five Lakhs Thirty-Seven Thousand Six Hundred &
Fifty Only) payable for late submission and non-submission of the information, reports,
certificates under LODR Regulations on August 9, 2023. Further, the Company filed
application for waiver of the penalty / fine levied on the Company as mentioned above. On
application BSE provided partial waiver of penalty / fine levied on the Company and the
penalty / fine was reduced to Rs. 7,43,400/- (incl. GST). The Company has made the payment
of Rs. 7,43,400/- (incl. GST) on February 26, 2024. Thereafter, the Company filed
application for waiver of penalty / fine i.e., Rs. 7,43,400/-. As on the date of this
report, the status of the waiver application is "Case is under process with Listing
Operation team". As on the date, Company made the default good.
31. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the market place and a good reputation
are among the primary determinants of value to the shareholder. The organizational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services.
32. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS HAS BEEN MADE.
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various 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 the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
33. COMMITTEES OF THE BOARD:
There are currently three Committees of the Board, as follows:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
34. DISCLOSURE OF COMPOSITIONOF COMMITTEES
a. Audit Committee comprises of following members:
| Mr. Arun Kumar Sharma |
Chairman & Independent and Non-Executive Director |
| Mr. Chandrakant |
Member, Managing Director |
| Patel |
|
| Mrs. Savita Kishan |
Member, Independent and Non-Executive |
| Bhaliya |
Director |
b. Nomination and Remuneration Committee comprises of following members:
| Mr. Arun Kumar Sharma |
Chairman & Independent and Non-Executive Director |
| Mrs. Savita Kishan Bhaliya |
Member, Independent and Non-Executive Director |
| Mr. Ganesh Sahebrao Saindane |
Member, Independent and Non-Executive Director |
c. Stakeholders Relationship Committee comprises of following members:
| Mr. Arun kumar Sharma |
Chairman & Independent and Non-Executive Director |
| Mr. Arvindbhai Patel |
Member, Whole-Time Director |
| Mr. Chandrakant Patel |
Member, Managing Director |
35. MEETING OF COMMITTEES OF BOARD:
During the year there were in total 4 Audit Committee Meetings, 2 Nomination &
Remuneration Committee and 1 Stakeholders Relationship Committee were held.
Further one meeting of the Independent Directors was held on February 6, 2024.
Audit Committee:
|
Date |
| 1 |
29-05-2023 |
| 2 |
31-07-2023 |
| 3 |
09-11-2023 |
| 4 |
06-02-2024 |
Nomination and Remuneration committee:
|
Date |
| 1 |
19-08-2023 |
| 2 |
06-02-2024 |
Stakeholder relationship Committee:
36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within the
Company, as there are no female employees in the Company.
37. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.
No application has been made under Insolvency and Bankruptcy Code: hence requirement to
disclose the details of application made or any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the Financial Year is not applicable to the Company.
The requirement to disclose the details of difference between amount of valuation done
at the time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.
38. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, lenders, business associates including
distributors, vendors and customers, the press and the employees of the Company.
|
BY ORDER OF THE BOARD |
|
FOR SAGAR SOYA PRODUCTS LIMITED |
|
Sd/- |
|
ARVINDBHAI CHHOTABHAI PATEL |
| Date - August 7, 2024 |
CHAIRMAN |
| Place- Mumbai |
DIN: 00024070 |
|