To the Members of
SAFFRON INDUSTRIES LIMITED
Your Directors are pleased to present the Thirtieth Annual Report of the company
together with the audited financial statements for the financial year ended on 31st
March, 2023.
1. FINANCIAL SUMMARY AND HIGHLIGHTS:
The Companys financial performance for the year ended 31st March 2023 is
summarized below:-
|
(Amount in Rs. Hundreds) |
| PARTICULARS |
Year Ended 31/03/2023 |
Year Ended 31/03/2022 |
| Revenue from operations |
17,01,735.50 |
17,85,133.49 |
| Other income |
2,233.79 |
2,374.51 |
| Total Income |
17,03,969.29 |
17,87,508.00 |
| Profit/loss before finance cost and depreciation |
42,287.35 |
(15,833.13) |
| Finance cost |
0.00 |
0.00 |
| Depreciation |
1,92,626.30 |
1,61,771.13 |
| Profit before tax and exceptional item |
(1,50,338.95) |
(1,77,604.26) |
| Prior period expenses |
0.00 |
0.00 |
| Profit before tax |
(1,50,338.95) |
(1,77,604.26) |
| Profit after tax |
(1,50,338.95) |
(1,77,604.26) |
| Prior period adjustments (Income tax) |
0.00 |
0.00 |
| Profit/loss for the year |
(1,50,338.95) |
(1,77,604.26) |
| Balance carried forward |
(1,50,338.95) |
(1,77,604.26) |
2. REVIEW OF OPERATIONS
During the year under review the sales turnover of your company was Rs. 17.01 crores as
against sales turnover of Rs. 17.85 crores in the previous financial year thereby turnover
decreased by approximately Rs.84 Lakhs.
The company has incurred loss of Rs. 1.50 crore as against loss of Rs. 1.77 crore in
the previous financial year.
Your company is taking various efforts to reduce the overall cost, exploring new
avenues of investments and trying for better price gains for its products in the market.
3. DIVIDEND AND TRANSFER TO RESERVES:
During the year under review, the Board does not recommend any dividend for the year
ended 31st March, 2023. The Company has transferred loss of Rs. 1.50 Crore to
its reserves during the financial year.
4. CHANGE IN THE NATURE OF BUSINESS
There is no any change in the nature of business carried on by the company during the
year under review.
5. MATERIAL CHANGE AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the company
occurred between 31st March, 2023 and the date of this report.
6. SHARE CAPITAL:
During the year under review, there is no change in the paid-up share capital of the
Company which stands at Rs.7,18,52,000/- (Rupees Seven Crore Eighteen Lakh Fifty Two
Thousand Only) comprising of fully paid up 7185200 (Seventy One Lakh Eighty Five Thousand
Two Hundred) equity shares of Rs.10/- (Rupee Ten) each. The Company has not issued any
share with differential voting rights. Similarly, during the year under review, the
Company has not issued any sweat equity shares or employee stock options. As on March 31,
2023, none of the Directors of the Company hold instruments convertible into equity shares
of the Company. The Company has not bought back any of its securities during the year
under review. No bonus shares were issued during the year under review.
7. CREDIT RATING OF SECURITIES
The company has not obtained any credit rating of its securities.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
DIRECTORS:
> Appointment and Cessation
During the year under review, there was no appointment as well as cessation of any
Director.
However, Shri Shekhar Madhav Chandle and Mr. Thomas George David were regularized as
Director (Independent & Non-Executive) of the company at the Annual General Meeting
w.e.f 30th September 2022.
And
Smt Shriranga Vinod Maheshwari was regularized as Director (Non-Executive) of the
Company w.e.f. 30th September 2022.
> Retirement by Rotation:
In accordance with the provision of Section 152 of the Companies Act 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Shri Manoj Rameshwar Sinha (DIN: 07564967), Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment at the ensuing annual general
meeting of the company.
The present Directors of the Company are as below:
| Sr.No. |
Name of the Directors |
DIN |
Designation |
| 1 |
Shri Vinod Ramgopal Maheshwari |
00340953 |
Director |
| 2 |
Shri Manoj Rameshwar Sinha |
07564967 |
Whole Time Director |
| 3 |
Shri Thomas George David |
09422487 |
Independent Director |
| 4 |
Shri Shriranga Vinod Maheshwari |
00341404 |
Director |
| 5 |
Smt Shekhar Madhav Chandle |
09548031 |
Independent Director |
None of the Directors of the Company was disqualified to hold the office of
Directorship according to Section 164 of the Companies Act, 2013.
KEY MANAGERIAL PERSONAL:
During the year under review, there was no appointment as well as cessation of any
Director.
The present KMP of the Company are as below:
| S. N. Name of the Key Managerial Personnel |
Designation |
| 1 Shri Manoj Rameshwar Sinha |
Whole Time Director |
| 2 Shri Milind V. Gahankari |
Chief Financial Officer |
| 3 Shri Mahesh C. Bhanarkar |
Company Secretary & Compliance Officer |
9. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirm that the Independent Directors
duly appointed by the Company have given the declaration that they meet the criteria of
independence as provided under section 149 (6) of the Companies Act, 2013 and have
complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.
10. BOARD MEETINGS
During the financial year 2022-23, the Board met 6 (Six) times on following dates and
all the Directors were present in the meeting: 27th May 2022, 12th
August 2022, 6th September 2022, 12th November 2022, 7th
January 2023 and 9th February 2023.
11. AUDIT COMMITTEE
As on the closing of Financial Year 2022-23 the Audit Committee was comprised of Shri
Vinod Maheshwari, Chairman and Shri Thomas David and Shri Shrikant Chandle as members.
During the financial year 2022-23, the Audit Committee met 4 (Four) times on following
dates:
27th May 2022, 12th August 2022, 12th November 2022,
and 9th February 2023.
12. NOMINATION AND REMUNERATION COMMITTEE AND POLICY
As on the closing of Financial Year 2022-23 the Nomination and Remuneration Committee
was comprised of Shri Thomas David, Chairman and Shri Vinod Maheshwari & Shri Shrikant
Chandle as members. A policy on directors appointment and remuneration is annexed as
Annexure - A.
During the financial year 2022-23, the Nomination and Remuneration Committee met 2
(Two) time on following date: 6th September 2022, and 7th January
2023.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
As on the closing of Financial Year 2022-23, the Stakeholders Relationship Committee is
comprised of Shri Vinod Maheshwari, Chairman and Shri Thomas David and Shri Manoj Sinha as
members.
During the financial year 2022-23, the Stakeholders Relationship Committee met 4 (Four)
times on following dates: 27th May 2022, 12th August 2022, 12th
November 2022, and 9th February 2023.
14. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required for the reporting period to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and it is also not required to formulate policy on corporate social
responsibility.
15. ANNUAL EVALUATION OF BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
who were evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the company and its minority
shareholder etc. the performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non Independent
Director was carried out by the Independent Directors.
16. REMUNERATION OF DIRECTORS AND EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder:
|
|
|
|
(Rs. in Lakhs) |
| Sl. No. Name |
Designation |
Remuneration Paid F.Y. 202021 (Rs. in lakhs) |
% Increase in remuneration from previous year |
Ratio/ Times per Median of employee remuneration |
| 1 Manoj R. Sinha |
Whole Time Director |
7.20 |
0% |
289.48% |
Note:
1. There was no change in the remuneration of Whole time director of the Company.
2. There was substantial increase in the median remuneration of employees in the
financial year 202223.
3. There was no increase in the remuneration of Chief Financial Officer and Company
Secretary in the financial year 2022-23.
4. There are 30 permanent employees on the roll of company.
5. There was nil average percentile increase made in the salaries of employees and
managerial personnel in the last financial year. The remuneration in the managerial
personnel is commensurate with the remuneration packages paid to their similar
counterparts in other companies.
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
17. CORPORATE GOVERNANCE-DISCLOSURE PURSUANT TO SCHEDULE V OF THE COMPANIES ACT, 2013
Shri. Manoj Sinha was paid remuneration of Rs. 7.20/- lakhs during FY 2022-23, he is
not entitled to any benefits, stock options, incentives, pension, etc. The company has
entered into service contract with him; notice period is of one month and no severance
fees shall be paid to him. Apart from this no other director is paid remuneration.
18. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of compliance systems established and maintained by the Company,
the work performed by the Statutory Auditors, and the review performed by the management,
the Board is of the opinion that the Companys compliance systems were adequate and
operating effectively during the financial year 2022-23. Accordingly, pursuant to section
134(3)(C) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:
i) in the preparation of the annual accounts for the financial year ended on 31st
March 2023, the applicable accounting standards have been followed and that there were no
material departures;
ii) 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 31st
March 2023 and of the loss of the Company for the year under review;
iii) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) the directors had prepared the annual accounts for the year ended 31st
March 2023 on a "going concern" basis;
v) the directors had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively;
vi) the directors had devised proper systems to ensure compliance with the provision of
all applicable laws and that systems were adequate and operating effectively.
19. INTERNAL FINANCIAL CONTROL
Your Company has designed and implemented a process driven framework for Internal
Financial Controls (IFC) over financial reporting through policies, procedures and
guidelines. For the year ended on March 31, 2023, the Board is of the opinion that the
Company has sound IFC commensurate with the size, scale and complexity of its business
operations. The IFC operates effectively and no material weakness exists. The Company has
a process in place to continuously monitor the same and identify gaps, if any, and
implement new and/ or improved controls whenever the effect of such gaps would have a
material effect on the Companys operations.
20. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
The company does not have any subsidiary, joint venture or associate company as defined
under Companies Act, 2013. Thus the Form AOC-1 is not annexed to this report.
21. DEPOSITS
The Company has not accepted any deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 (‘the Act) and the Companies (Acceptance of
Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest refunds
due to the deposit holders or to be deposited with the Investor Education and Protection
Fund as on March 31, 2023.
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review. The position of loans, guarantees or
investments made by the Company as on 31st March, 2023 is given in the
financial statements of the company.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. All the necessary
details of tractions entered with the related parties are attached herewith as Annexure -
B in prescribed Form AOC-2 forms part of this report.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The information and details relating to conservation of energy, technology absorption
and foreign exchange outgo is mentioned in the Annexure-C to this Report.
25. RISK MANAGEMENT POLICY
The company has laid down a well-defined risk management policy covering risk mapping,
trend analysis, risk exposure, political impact and risk mitigation process. Periodic
assessment is carried out to identify risk areas and management is informed in advance on
the risks so that the company can control the risk through a properly defined plan. Risks
are classified as financial risk, operational risk and market risk. The risks are taken
into account while preparing the annual business plan for the year. The Board is also
informed from time to time about business risks and the actions taken to manage them.
26. VIGIL MECHANISM
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in conformation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour.
This Policy is available on the Companys website at
https://www.saffronindustries.in/wp-content/uploads/2021/05/Vigil- Mechanism.pdf
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE :
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals which impact the Companys going concern status and
its operations in future.
28. STATUTORY AUDITORS AND THEIR REPORT
The Company had re-appointed M/s. Utsav Sumit & Associates, Chartered Accountants,
Nagpur as statutory auditors of the company for another term of five years i.e. upto the
conclusion of annual general meeting to be held in the year 2027.
There is no qualification or adverse remarks in the Auditors Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory and
needs no further explanation.
29. SECRETARIAL AUDITOR AND THEIR REPORT
The Company has appointed M/s. Vaibhav Netke & Associates (Now - Vaibhav Netke
& Associates LLP), Practicing Company Secretaries, Nagpur as Secretarial Auditor of
the company to conduct secretarial audit for the financial year ended on 31st
March, 2023. The secretarial auditor has submitted secretarial audit report in Form MR-3
under Section 204 of the Companies Act, 2013 for the financial year 2022-23 which is
attached as Annexure-D and forms part of this report.
The clarifications/explanation on the qualifications/adverse remarks in the Secretarial
Auditors Report is as under:
1. The Promoters shareholding is not fully dematerialized; however they have assured
that they are under process to comply the same; Dematerialization is under process
and due to some technical glitches at Depository it is being delayed and we are hopeful
the issues will be resolved very soon.
2. The Company has been declared sick u/s 3(1) (o) of Sick Industrial Companies
(Special Provisions) Act, 1985 by the Board for Industrial and Financial Reconstruction,
vide their order dated 13.09.2013; - There is no further development/order passed by
the said board after such declaration.
30. COST AUDITOR & COST RECORDS
The relevant provisions of Companies Act, 2013 in respect of appointment of Cost
Auditors and maintenance of Cost Records were not applicable to the company for the
Financial Year 2022-23.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company complied with the mandatory Secretarial
Standards issued by The Institute of Company Secretaries of India.
32. ANNUAL RETURN
The copy of the Annual Return pursuant to the provisions of Section 134 (3) (a) of the
Companies Act, 2013 is available on website of the company - www.saffronindustries.in.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, attached as Annexure-E.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace, and has adopted a
policy against sexual harassment at the workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under. The Policy aims to provide protection to employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The Company has also constituted an Internal
Complaints Committee to inquire into complaints of sexual harassment and recommend
appropriate action.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23.
35. NON-APPLICABILITY OF CERTAIN PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
Pursuant to provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 certain provisions of compliance with the corporate
governance as mentioned there in are not applicable to the company. Accordingly corporate
governance report, declaration by the chief executive officer for compliance of code of
conduct by the members of board of directors and senior management personnel and
compliance certificate on compliance of conditions of corporate governance are not
required to be annexed to the Annual Report.
36. ACKNOWLEDGEMENTS:
Your Directors are pleased to place on record their sincere gratitude to the government
authorities, suppliers, customers and shareholders for their continued support and
co-operation extended to the company during the year.
Your Directors also express their deep appreciation for the sincere and devoted
services rendered during the year by the workers, staff and executives at all levels of
operations of the Company.
| Place: Nagpur |
For and on behalf of the Board |
| Date: 07/09/2023 |
|
|
Sd/- |
|
Vinod Maheshwari |
|
Chairman |
+91-9892691696
