Your Directors take pleasure in presenting the NINETEENTH Annual Report of the Company together with Audited Financial
Statements for the financial year ended on 31st March, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS:
The brief financial results are as under:
(Rs. In lakhs)
|
Particulars
|
2023-24
|
2022-23
|
|
Gross Revenue from Operation
|
15150.30
|
14856.41
|
|
Other income
|
44.86
|
56.67
|
|
Total revenue
|
15195.16
|
14913.08
|
|
Profit/(Loss) before Depreciation and Tax
|
178.83
|
110.53
|
|
Less: Depreciation
|
74.43
|
55.32
|
|
Profit/(Loss) Before Tax and Extra Ordinary Items
|
104.40
|
55.21
|
|
Less: Extra Ordinary Items
|
Nil
|
Nil
|
|
Less: Current Tax
|
(21.36)
|
(12.70)
|
|
Deferred Tax
|
6.06
|
0.90
|
|
Profit/(Loss) After Tax
|
76.98
|
41.61
|
|
Add: previous year Profit/(Loss)
|
1655.34
|
1613.73
|
|
Balance Carried to Balance Sheet
|
1732.32
|
1655.34
|
The Gross revenue from operations of the Company for the year 2023-24 has increased from Rs. 14856.41 Lakhs to Rs.
15150.30 Lakhs. Moreover, profit before Depreciation and Tax stands increased from Rs. 110.53 Lakhs to Rs. 178.83 Lakhs.
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.
RIGHTS ISSUE OF EQUITY SHARES:
The Board of Directors at their meeting held on 14th July, 2023 have approved to offer and issue equity shares by way of Rights
Issue and obtained In-Principle approval dated 18th September, 2023 from NSE. Subsequently, the Board at its meeting held
on 1st May, 2024 have approved the terms of Rights Issue and also approved the Final Letter of Offer for Rights Issue of
8633850 equity shares of Rs. 10/- each at the price of Rs. 18/- each aggregating to Rs. 15.54 Crores in ratio of 1 Right equity
share for every 2 equity shares held by the existing equity shareholders as on the Record date i.e. 7th May, 2024. The Rights
Issue remained open for subscription from 15th May, 2024 to 27th May, 2024. The Company is awaiting approval of NSE for the
basis of allotment for allotment of Rights Equity Shares as on the date of this report.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Vijaysinh D. Chavda (DIN: 00479413), Whole Time
Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be
re-appointed as Director of the Company. The Board recommends the re-appointment of Mr. Vijaysinh 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:
The Company is likely to receive proceeds of Rs. 15.54 Crores upon successful completion of its proposed Rights issue. The
utilization of proceeds of the Rights issue will be reported after its deployment in due course.
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 individu¬
ally 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 5 (Five) times on 18th April, 2023, 14th July, 2023, 16th August, 2023, 13th October, 2023 and 11th
January, 2024.
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 has duly passed the online assessment test.
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 Statutory
Auditors of the Company at 14th AGM for holding the office from the conclusion of that 14th AGM till the conclusion of 19th AGM.
However, the term of appointment of five years of M/s. Devpura Navlakha & Co., Chartered Accountants ending at this Annual
General Meeting. Hence, the Company needs to appoint any other Statutory Auditor for a term of five years.
The Company has received a Special Notice u/s 140 (4) of the Companies Act, 2013 from a member of the Company for
appointing M/s. B. K. Chavda & Co., Chartered Accountant, Gandhinagar as Statutory Auditor of the Company. Further M/s B.
K. Chavda & Co., Chartered Accountants are Peer reviewed Auditors and hence the Company will not require to Audit the
Accounts separately from Peer Reviewed Auditors. Moreover, M/s. B. K. Chavda & Co., Chartered Accountant, Gandhinagar
have given their consent to act as Statutory Auditor of the Company and also provided declaration that their appointment, if
made shall be within the limit prescribed.
The members are requested to consider the matter of appointment of Auditors and also to fix their remuneration.
The Board has duly reviewed the Statutory Auditor's Report on the Accounts. The observations comments and notes of Auditor
are self-explanatory and do not call for any 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 2023-24. 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 arm's length
relationship with the Company. The Cost Audit Report for the financial year 2022-23 was filed with the Ministry of Corporate
Affairs on 4th September, 2023.
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 Member's approval for ratifica¬
tion 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
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 Shareholder's 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 with instance of fraud/ mismanagement, if any and
to report concerns about unethical behavior, actual 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 Board members and Senior Management
of the Company. The COC is available on the website of the Company https://www.sanginitachemicals.co.in/Investor-Rela-
tion/d-01.pdf. 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 Company's shareholders may refer the Company's website i.e. https://www.sanainitachemicals.co.in/Investor-Relation/
Other-Policies/Other-Policies-02.pdf 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 Company's remuneration policy is directed towards rewarding performance based on review of achievements periodi¬
cally. 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)
|
3.33
|
Nil
|
|
Mr. Vijaysinh D. Chavda (Whole Time Director)
|
4.41
|
Nil
|
|
Mrs. Hansaben D. Chavada (Director)
|
0.65
|
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. 153036/- p.a.
|
|
[C] Percentage increase/(decrease) in the median
Remuneration of Employees
|
4.03%
|
|
[D] Number of permanent Employees on the rolls
of Company
|
60 (Sixty)
|
|
[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 0.47% in the average salaries of
employees other than managerial personnel in the year
2023-24. There was decrease in the Managerial Remu¬
neration in the year 2023-24 in view of the fact that the
remuneration was not paid to some of the managerial per¬
sonnel for some part of the financial year in view of mutual
understanding between the Company and the respective
Managerial Personnel.There was no significant change in
the remuneration to CFO and CS in the year 2023-24.
|
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 Company's 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)
(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
|
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.
|
|
(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. 1240.25 Lakhs
|
|
Ihe 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, 2024
has been available on the Company's 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 Director's 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 arm's 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, hard work 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.
By Order of the Board
Sd/-
Place : Gandhinagar Dineshsinh B Chavda
Date :30th May, 2024 (DIN: 01497977)
Chairperson & Managing Director
|