<dhhead>DIRECTORS REPORT</dhhead>
To
The Members
SANGINITA CHEMICALS LIMITED
Your Directors take pleasure in presenting the EIGHTEENTH Annual
Report of the Company together with the Audited Accounts for the financial year ended on
31st March, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS:
The brief financial results are as under:
Particulars |
2022-23 |
2021-22 |
Gross Revenue from Operation |
14856.41 |
19806.82 |
Other income |
56.67 |
36.98 |
Total revenue |
14913.08 |
19843.80 |
Profit/(Loss) before Depreciation and Tax |
110.53 |
104.37 |
Less: Depreciation |
55.32 |
57.83 |
Profit/(Loss) Before Tax and Extra Ordinary Items |
55.21 |
46.54 |
Less: Extra Ordinary Items |
Nil |
Nil |
Less: Current Tax |
12.70 |
11.35 |
Deferred Tax |
0.90 |
0.39 |
Profit/(Loss) After Tax |
41.61 |
34.80 |
Add: previous year Profit/(Loss) |
1613.73 |
1578.93 |
Balance Carried to Balance Sheet |
1655.34 |
1613.73 |
The Gross revenue from operations of the Company for the year
2022-23 has decreased from Rs. 19806.82 Lakhs to Rs. 14856.41 Lakhs. However, profit
before Depreciation and Tax stands increased from Rs. 104.37 Lakhs to Rs.110.53 Lakhs.
The decrease in revenue was mainly due to global issues like
Chinas anti dumping duty, Slowdown position in European market post Ukraine war.
With prudent management, the Company could improve the profitability inspite of reduction
in total revenue.
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Companies or Joint
Venture Company or Associate Company.
MATERIAL CHANGES AND COMMITMENT:
There were no material changes and commitments affecting the
financial position of the Company which have occurred between the end of financial year of
the Company to which the financial 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 further details are not applicable.
DIVIDEND:
In order to conserve resources, your Directors express their
inability to declare any dividend.
TRANSFER TO RESERVE:
Your Directors find it prudent not to transfer any amount to
General Reserve.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act,
2013 Mrs. Hansaben D. Chavda (DIN: 00479509), Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, has offered herself to be
reappointed as Director of the Company. The Board recommends the re-appointment of Mrs.
Hansaben D. Chavda as Director of the Company liable to retire by rotation.
There was no change in Director or Key Managerial Personnel
during the year.
UTILISATION OF ISSUE PROCEEDS:
As reported earlier, the Company has fully deployed the entire
funds of Rs. 1004.52 Lacs received through the public offer as per the objects of the
issue specified in the said offer document.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies
Act, 2013, with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
2. that the Directors had 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 or loss of the Company for that period;
3. that the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the 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 the company and that such internal financial controls are adequate and
were operating effectively.
6. 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 effectively.
COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards
during the year under review.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of Audit and Nomination &
Remuneration Committees based on the criteria and framework adopted by the Board.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 4 (Four) times on 27th April,
2022, 19th July, 2022, 13th October, 2022 and 11th
January, 2023.
INDEPENDENT DIRECTORS:
The Company has received necessary Declaration from each
Independent Director/s under section 149(7) of the Companies Act, 2013 that they meet the
criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of
Directors is of the opinion that the Independent Directors fulfils the criteria of
independence and are independent from the management of the Company.
Regarding proficiency, the Company has adopted requisite steps
towards the inclusion of the names of all Independent Directors in the data bank
maintained with the Indian Institute of Corporate Affairs, Manesar (IICA).
Accordingly, all the Independent Directors of the Company have registered themselves with
IICA for the said purpose. In terms of Section 150 of the Act read with the Companies
(Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification
No. GSR.774(E), dated 18.12.2020, since majority of the Independent Directors of the
Company have served as Directors for a period of not less than three (3) years on the
Board of Listed Company as on the date of inclusion of their names in the database except
Mr. Pramodsinh Dabhi, they are not required to undertake online proficiency
self-assessment test. Mr. Pramodsinh D. Dabhi has informed the Company that he will
undertake the online assessment test before the due date.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT
EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:
During the year, the Company has not issued any equity shares
with differential voting rights or sweat equity shares or shares under employee stock
option scheme. Hence disclosure regarding the same is not given.
AUDITORS:
M/s. Devpura Navlakha & Co, Chartered Accountants, the
existing auditors of the Company were appointed as Auditors of the Company at the 14th
AGM for holding the office from the conclusion of that 14th AGM till the
conclusion of 19th AGM. At the same AGM, any one of the Directors of the
Company was authorized to fix the remuneration of the Statutory Auditors.
In view of the Companies (Amendment) Act, 2017, the first
proviso in sub-section (1) in section 139 of the Companies Act, 2013 has been
omitted with effect from 7th May, 2018. In view of this, the said appointment
of auditor is no longer required to be ratified by the members at every annual general
meeting.
The Board has duly reviewed the Statutory Auditors Report
on the Accounts. The observations, comments and notes of the Auditor are self-explanatory
and do not call for any further explanation /clarification.
COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013, the Board of
Directors on recommendation of Audit Committee have appointed M/s. A G Tulsian & Co.,
Cost Accountants, as Cost Auditors of the Company for the financial year 2022-23. M/s A.
G. Tulsian & Co. have confirmed that their appointment is within the limits of the
section 139 of the Companies Act, 2013 and have also certified that they are free from any
disqualifications specified under Section 141 of the Companies Act, 2013.
The Audit Committee has also received a certificate from the
Cost Auditor certifying their independence and arms length relationship with the
Company. The Cost Audit Report for the financial year 2021-22 was filed with the Ministry
of Corporate Affairs on 15th September, 2022.
As required under the Companies Act, 2013 the remuneration
payable to the Cost Auditor is required to be placed before the Members in the General
Meeting for their ratification. Accordingly necessary resolution seeking Members
approval for ratification of remuneration payable to the Cost Auditor was approved by the
members of the Company.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Company has appointed M/s. Manoj Hurkat & Associates, firm of Company Secretaries in
Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as Annexure- 1.
AUDIT COMMITTEE:
The Audit Committee consists of the following Directors:
1. Mr. Jagdishkumar Thakor |
Chairperson |
2. Mr. Faiyazkhan Pathan |
Member |
3. Mr. Vijaysinh Chavda |
Member |
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of the
following Directors:
1. Mr. Faiyazkhan Pathan |
Chairperson |
2. Mr. Jagdishkumar Thakor |
Member |
3. Mr. Pramodsinh D. Dabhi |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of the
following Directors:
1. Mr. Faiyazkhan Pathan |
Chairperson |
2. Mr. Jagdishkumar Thakor |
Member |
3. Mr. Vijaysinh Chavda |
Member |
l style=margin-bottom:6.0pt;text-align:justify;mso-pagination:
none>RISK MANAGEMENT POLICY/PLAN:
It may please be noted that as per the applicable requirement of
Companies Act, 2013 a risk management policy/plan of the Company is developed and
implemented for creating and protecting the Shareholders value by minimizing threats
or losses and to identify and provide a framework that enables future activities of a
Company to take place in a consistent and controlled manner.
VIGIL MECHANISM:
The Company has a vigil mechanism for its directors and
employees, to deal within stance of fraud/mismanagement, if any and to report concerns
about unethical behavior, actual or suspected fraud or violation of the Companys
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 Board members and Senior Management of the Company. The COC is
available on the website of the Company www.sanginitachemicals.co.in. All the members of
the Board and Senior Management have affirmed compliance with the Code.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment measures in
line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. During the year, there were no complaints received
under the said act. The Company has complied with all the applicable provisions of the
said Act including the constitution of internal complaints committee.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
The Companys shareholders may refer the Companys
website for the detailed Nomination & Remuneration Policy of the Company on the
appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a Director; and other matters
provided under sub-section(3) of Section 178.
The Companys remuneration policy is directed towards
rewarding performance based on review of achievements periodically. The remuneration
policy is in consonance with the existing industry practice.
ANALYSIS OF REMUNERATION:
The details of remuneration paid to Directors and Key Managerial
Personnel is given in extract of Annual Return placed on the website of the Company i.e.
www.sanginitachemicals.co.in.
Disclosure/details pursuant to provisions of Section 197(12) of
the Companies Act 2013 read with Companies (appointment and Remuneration of managerial
personnel) Rules, 2014 are given as follows:
Names and Positions |
[A] Ratio of Directors Remuneration to the
median Remuneration of Employees |
[B] Percentage (%) increase in Remuneration |
Mr. Dineshsinh B. Chavada (Chairperson & Managing Director) |
4.08 |
Nil |
Mr. Vijaysinh D. Chavda (Whole Time Director) |
3.67 |
Nil |
Mrs. Hansaben D. Chavada (Director) |
0.82 |
Nil |
Mr. Faiyazkhan Y. Pathan (Independent Director) |
Nil |
Nil |
Mr. Jagdishkumar V. Thakor (Independent Director) |
Nil |
Nil |
Mr. Pramodisnh D. Dabhi (Independent Director) |
Nil |
Nil |
The median remuneration of employees of the Company during the
financial year was Rs. 147113/- p.a.
[C] Percentage increase/(decrease) in the median Remuneration of
Employees |
19.49% |
[D] Number of permanent Employees on the rolls of Company |
46 (Forty -Six) |
[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 increase of 19.49% in the average salaries of
employees other than managerial personnel in the year 2022-23. There was no
increase/decrease in the Manage rial Remuneration in the year 2022-23 except the fact that
the Company has stopped payment of remuneration to Mrs. Hansaben D. Chavda w.e.f. 1st
December, 2022. There was no significant change in the remuneration to CFO and CS in the
year 2022-23. |
It is hereby affirmed that the remuneration is as per
remuneration policy of the Company.
PARTICULARS OF EMPLOYEES:
The statement showing the names of the top ten employees in
terms of remuneration drawn is given as Annexure 2.
There are no employees of the Company drawing remuneration
requiring disclosure of information under Section 134 of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
DETAILS OF THE REMUNERATION TO MD/WTD (AS PER CLAUSE-IV OF
SECTION-II OF PART-II OF SCHEDULE V):
(i) All elements of the remuneration package such as salary,
benefits, bonuses, stock options and pension: The details are given in Annual Return
placed on the website of the Company.
(ii) Details of fixed component and performance-linked
incentives, alongwith the performance criteria:
The details are given in Annual Return placed on the website of
the Company and performance criteria is linked with net profit of the Company.
(iii) Service contracts, notice period and severancefees:
The term of Managing Director and Whole Time Director is valid
till 22nd November, 2024. Notice period is 6 months on either side or the
Company paying 6 months remuneration in lieu of such notice and no severance fees.
(iv) Stock option details, if any, and whether these have been
issued at a discount, as well as the period over which they accrued and how they are
exercisable: The Company has not granted any stock option.
REGULATORY ORDERS:
During the year, there were no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
Companys operations in future.
CSR COMMITTEE:
As the requirement of CSR Committee is not applicable to the
Company, no further details/disclosure required to be given in this regard.
DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy |
|
(i) the steps taken or impact on conservation of energy |
The Company accords high priority to conservation of energy.
However, there are no specific steps taken in this regard. |
(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 |
NIL |
(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 each of the sub clauses in 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. 1671.82 Lakhs |
The Foreign Exchange outgo during the year in terms of actual
outflows |
Nil |
INTERNAL FINANCIAL CONTROL:
The Directors has laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and have
been operating effectively.
DEPOSITS:
During the year under report, your Company has not accepted any
deposits pursuant to Section 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 Directors and/or the relatives of Directors of the Company are given in
the notes to the Financial Statements and the same are not deposit as per the applicable
provisions of Companies Act, 2013 and rules made thereunder.
CORPORATE GOVERNANCE:
The Corporate Governance Report forms an integral part of this
Report and annexed hereto as Annexure 3, together with the Certificate
from the Practicing Company Secretary regarding compliance with the requirements of
Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing
Obligations & Disclosure Requirement) Regulations 2015.
EXTRACT OF ANNUAL RETURN:
In Compliance to the provisions of Section 92 and Section 134 of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the copy of the Annual Return of the Company for the financial year ended 31st
March, 2023 has been available on the Companys website at
www.sanginitachemicals.co.in.
PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
There are no Loans, Investments or Guarantees /Security given by
the Company during the year under Section 186 of the Companies Act, 2013; hence no
particulars are required to be given.
MANAGEMENT DISCUSSION AND ANALYSIS:
Necessary Management Discussion and Analysis Report, pursuant to
Regulation 34(2)(e) of The SEBI (LODR) Regulations, 2015 is appended as Annexure-4
to Directors Report.
RELATED PARTY TRANSACTION:
There are no particulars of contacts or arrangements with
related parties referred to in Section 188(1) of the Companies Act, 2013 which are
required to be reported in the prescribed form AOC-2. The details of related party
transactions as per IND AS-24 are otherwise reported in the financial statements. The
related party transactions are otherwise carried out in the ordinary course of business
and on arms length basis and the same are in the best interest of the Company. The
related party transactions are due to business exigencies.
APPRECIATION:
Your Directors wish to place on record their sincere
appreciation for significant contribution made by the employees at all the levels through
their dedication, hardwork and commitment, thereby enabling the Company to boost its
performance during the year under report.
Your Directors also take this opportunity to place on record the
valuable co-operation and continuous support extended by its valued business associates,
Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial
Institutions, Government authorities and the shareholders for their continuously reposed
confidence in the Company and look forward to having the same support in all its future
endeavors.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Securities Support WhatsApp Number
+91 9892691696
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