TO,
THE MEMBERS,
SABOO SODIUM CHLORO LIMITED,
The Directors have pleasure in presenting before you the 30th Annual Report
of the Company together with the Audited Statements of Accounts for the year ended 31st
March, 2023.
I. FINANCIAL PERFORMANCE
The financial results of the Company for the period under review as compared to the
previous year are summarized below: (In Lakhs.)
Particulars |
Financial year ended 31st March, 2023 |
Financial year ended 31st March, 2022 |
| Total Income |
4996.96 |
7987.49 |
| Profit before depreciation and taxation |
166.36 |
143.94 |
| Depreciation |
140.82 |
131.02 |
| Profit before tax |
25.54 |
12.92 |
| Taxation (including Deferred Taxation and |
16.89 |
10.56 |
| Short/Excess Provision for Earlier year) |
|
|
Profit /loss after Tax |
8.65 |
2.36 |
Turnover, Profits & Future Prospects
The total income during the year under review was Rs. 4996.96. However, company could
make a profit of Rs. 8.65/- lakhs after tax.
The company had started operation in its new Hotel unit called as "Samskara
Resort" from September 2018 and the total income from hotel during FY 2022-23 was Rs.
31545857/- included in the turnover above.
Depreciation and Finance Costs
Depreciation for the year was Rs.140.82crores as against Rs.131.02crores for the
previous year.Finance costs for the year ended 31st March, 2023 was Rs. 2.30crores, as
against Rs. 2.52croresin the previous year.
Dividend
Based on Company performance, the Directors are unable to recommend dividend due to
inadequate profits.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The Provisions of section 125(2) of Companies Act, 2013 are not applicable as there was
no dividend declared or paid last year.
Deposits
During the year under review, Your Company has not accepted any deposits from public
and as such, in the terms of the provision of Section 73 to 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on
account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
Insurance
All properties and insurable interests of the Company including building, plant and
machinery and stocks have been fully insured.
Particulars of Loans, Guarantees or Investments
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the financial statements.
Borrowings / Indebtness
Pursuant to section 180(1)? of Companies Act, 2013, disclosure on particulars relating
to borrowing and indebtness are provided as part of the financial statements.
Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a
Policy on Related Party Transactions which is also available on Companys website at
https://www.suryasalt.com.The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related
Parties.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and on Arms
Length basis. There wereRelated Party Transactions, i.e. transactions exceeding ten
percent of the annual consolidated turnover as per the last audited financial statements,
were entered during the year by your Company. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of a foreseeable and repetitive
nature.
The particulars of contracts or arrangements with related parties referred to in
section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided
as Annexure D to this Annual Report.
Subsidiaries, joint venture and associate companies:
The company does not have any subsidiary, Joint ventures or associate company.
SHARES
Authorized Capital:-
During the Financial Year 2022-23 the Authorized Capital of the Company is Rs.
45,00,00,000/- (Rupees Forty-fiveCrores Only) divided into 450,00,000 (Four Crore fifty
lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each)
Issued Capital:-
During the Financial Year 2022-23 the Issued Capital of the Company is Rs. 420012000/-
(Rupees Fourty Two Crore Twelve Thousand Only) divided into 42001200 (Fourty Two Crore one
thousand Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten Each).
Subscribed & Paid up Capital:-
During the Financial Year 2022-23 the Subscribed & paid up Capital of the Company
is Rs. 420011820/- (Rupees Fourty Two Crore Eleven Thousand Eight hundred twenty Only)
divided into 42077550 (Four Crore twenty lakhs seventy seven thousand five hundred fifty
only) Equity Shares of Rs. 10/- (Rupees Ten Each).
Buy-back of shares:
During the year under review, company has not bought back any of its shares.
Sweat Equity Shares:
During the year under review, company has not issued any Sweat Equity shares.
Bonus Shares:
During the year under review, company has not issued any Bonus shares.
Employee Stock Option Plan:
During the year under review, company has not provided any Stock option plan to its
employees.
II. BUSINESS
Changes in nature of business:
There was no change in nature of business.
Number of Board Meetings
During the year under review, company has conducted 11 (Eleven) Board meetings. The
detailed disclosure of the Board of Directors and their Meetings is given in the Corporate
Governance Report, which forms part of this report.
Composition of Board of Directors
The members of the Companys Board of Directors are eminent persons of proven
competence and integrity.
Besides experience, strong financial acumen, strategic astuteness and leadership
qualities, they have a significant degree of commitment towards the Company and devote
adequate time to the meetings and preparation.
The detailed disclosure of the Board of Directors is given in the Corporate Governance
Report, which forms part of this report.
Change in Directors
Details of changes in Directors and Key Managerial Personnel are as follows:
Name of Director |
Designation |
Date of Change |
Nature of Change |
Sanjay Sarna |
Non-Executive Independent Director |
2.09.2022 |
Resignation |
Kamal Sharma |
Non- Executive Independent Director |
26.09.2022 |
Appointment |
| Megha Sharma |
Company Secretary |
31.10.2022 |
Resignation |
| Ramavtar Sharma |
Company Secretary |
01.11.2022 |
Appointment |
| Vishnu P Gagrani |
CFO |
09.10.2011 |
Resignation |
| Asif Khan |
CFO |
01.11.2022 |
Appointment |
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
| 1. |
Mr. Girdhar Saboo (DIN: 00364750) |
Managing Director |
| 2. |
Mr. Aasif Khan |
Chief Financial Officer |
| 3. |
Mr. Ramavtar Sharma |
Company Secretary |
Performance Evaluation Criteria for Directors
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried
out an Annual Evaluation of its own performance, Board Committees and Individual
Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the Committee Members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc. Performance evaluation of independent directors was done by the
entire Board, excluding the Independent Director being evaluated.
In a separate meeting of independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company and Whole time Directors
was evaluated.
The Chairman of the Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria approved by the
Board. Each Committee and the Board expressed satisfaction on the performance of each
Director.
Statement on Declaration given by the Independent Director U/S 149(6) of the Companies
Act, 2013
It is stated that pursuant to the Provisions of Companies Act, 2013 the Declaration
given by the Independent Directors meets the Criteria of Independence as mentioned in the
schedule IV of Companies Act, 2013 and under regulations of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The
declaration is enclosed in this report.
Meeting of Independent Directors
A separate meeting of Independent Directors as required under the Schedule IV of the
Companies Act, 2013 was held on 15thFebruary, 2023, without presence of
Executive Directors. Such meeting was conducted to review and evaluate:
(a) the performance of Non-Independent Directors and the Board as a whole,
(b) the performance of the Chairperson of the company, taking into account the views of
Executive Directors and Non-Executive Directors and
(c) assess the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The Independent Directors expressed their satisfaction with the performance of
Non-Independent Directors and the Board as a whole and the Chairman of the Independent
Directors meeting briefed the outcome of the meeting to the Chairman of the Board.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole.
Auditors
Statutory Auditor
M/s R.P. Khandelwal., Chartered Accountants, (Firm Registration No. 001795C) was
appointed as Statutory Auditors for a period of Five years in the Annual General Meeting
held on 26th September, 2022. Their continuance of appointment and payment of
remuneration are to be confirmed and approved in the ensuing Annual General Meeting.
There are no qualifications 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.
Further the Auditors Report for the financial year ended, 31st March, 2023 is annexed
herewith for your kind perusal and information.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Naredi Vinod& Associates (CP No 7994, ACS 20453), Company Secretaries to
undertake the Secretarial audit of the company for the financial year 2022-23.
Internal Auditor
Pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts)Rules,2014,and other applicable provisions of the Act, M/s Aditya Khunteta&
Associates, Chartered accountants, was appointed as an internal auditors of the company.
Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the Practicing Company Secretary:
There were no qualifications, reservations or adverse remarks or disclaimers made
either by the auditors or the practicing company secretary in their respective reports.
Annual Return
Annual return in Form MGT-7 of Saboo Sodium Chloro Ltd. For the Financial year 2022-23
is placed in the Companys website www.suryasalt.com.
MaterialChangesandCommitments
Right Issue
During the Financial Year 2022-2023, pursuant to right issue of the company, vide
Letter of Offer filed with the Stock Exchange on June 14, 2022, and the In-Principle
Approval of BSE Limited (BSE) , vide letter dated May 17, 2022 which opened for
subscription on June 27, 2022 and closed on July 26, 2022 for existing shareholder as on
record date, 1,78,95,050 equity shares of face value of Rs. 10.00/- each fully paid
("Equity Shares") at an Issue Price of Rs. 10.00/- per Equity Share (of which
Rs. 2.50/- being called up) were allotted and in continuation of the same, during the
financial year 2022-2023 the company allotted shares on the remaining amount of Rs. 7.50/-
per partly paid up equity shares as per below table:
Sr. No. |
Date of allotment |
No of Equity shares |
Types of shares |
| 1. |
17.11.2022 |
1,69,29,213 |
Partly Paid up shares |
| 2. |
06.12.2022 |
6,17,362 |
Partly Paid up shares |
| 3. |
12.12.2022 |
1500 |
Partly Paid up shares |
| 4. |
07.02.2023 |
2,40,906 |
Partly Paid up shares |
|
TOTAL |
1,77,88,981 |
|
Forfeiture of partly paid up Right Equity Shares of the Company
In the year 2022-2023, First and Final Call Money was received for 17788981 equity
shares out of 17895050 equity shares, which were converted into fully paid up Equity
shares of the company. Thus, on total 106069 partly paid up Right Equity shares, the
Company has not received the call money on time, So the Board of directors in their
meeting held on 04th August, 2023 have forfeited the shares of those
shareholders who failed to pay the call money on time even after sending final notices and
reminders.
Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals
Impacting the Going Concern Status and the Companys Operations in Future
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis as required under the Listing
Regulations, 2015 with the Stock exchange is set out as ‘Annexure B to the
Directors Report.
Business Risk Management
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Listing Regulations, 2015the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.
III. GOVERNANCE AND ETHICS
Corporate Governance Report
The Company has adopted the policies in line with new governance requirements including
the Policy on Related Party Transactions, Policy on Material Subsidiaries, Policy and
Whistle Blower Policy. These policies are available on the website of the Company at
https://www.suryasalt.com. The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns, details of which have been given in the
Corporate Governance Report annexed to this Reportin Annexure "D".
Secretarial Audit was carried out by M/s Naredi Vinod & Associates , Company
Secretaries, the Secretarial Auditor of the Company for the financial year 2022-23. There
were no qualifications, reservations or adverse remarks given by Secretarial Auditors of
the Company. The detailed report on the Secretarial Audit is appended as an Annexure to
this Report.
A separate report on Corporate Governance is provided together with a Certificate from
the Statutory Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of
the Company in terms of Listing Regulations, inter alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee, is also annexed.
Disclosure on the Remuneration of Managerial Personnel
The information required under section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
Remuneration of Managing Director
Following are the details of the annual salary paid to Mr. Girdhar Saboo Managing
Director: - Consolidated Salary excluding Perquisites and allowances, etc- 48,00,000/-
(Rupees forty eight Lakhs only).
He is entitled to receive the following:-
a.
GratuityaspertherulesoftheCompany,butnotexceedinghalfamonthssalaryforeachcompletedyearofservice.
b. Encashment of leave at the end of tenure. c. Provision of car for use on Company
Business. d.
Freelandlinetelephonefacilityatresidencealongwithfreemobiletelephonefacility.Longdistancepersonalcallstob
erecovered by the Company. e.
Heshallalsobeentitledtoreimbursementofentertainmentexpensesactuallyandproperlyincurredinthecourseofb
usinessof the Company.
Policy on Directors Appointment and Remuneration and Other Details
The company spolicy on Directors appointment and remuneration and other details
provided in section 178(3) of the Act has been disclosed In Corporate Governance Report,
which forms part of Directors Report.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India.
Particulars of Employees
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are: a) Employed throughout the year- Nil b) Employed for part of the year-
Nil
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have
been followed;
2. They 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 as on 31 March 2023 and of the profit of the
Company for the year;
3. They have 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. The Annual Accounts are prepared on a going concern basis;
5. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these systems are adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT
Details in respect of adequacy of internal financial controls with reference to the
financial statements
The Company has in place adequate internal financial controls with reference to
financial statements. Statutory Auditors in their report has expressed their opinion on
the internal financial controls with reference to the financial statements which is
self-explanatory. The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Companys
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial disclosures.
V. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Corporate Social Responsibility
Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility
are not attracted to the company yet the Company has been, over the years, pursuing as
part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much
beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the
community with those of the Company itself in an environment of partnership for inclusive
development.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure A".
Prevention of Sexual Harassment at Workplace
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received
regarding sexual harassment. The Company has designated the external independent member as
a Chairperson of the Committee. There were no complaints received during the year under
review of sexual harassment.
VI. OTHER DISCLOSURES
Listing at Stock Exchange
The Equity Shares of the Company are listed at Bombay Stock Exchange (Scrip Code:
530461) and its shares are actively traded at Bombay Stock Exchange. The Company confirms
that it has paid the Annual Listing fees for the year 2022-23 to BSE where the Companys
shares are listed.
Extract of Annual Return
The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12
of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure
"C" to this Report.
Acknowledgement
Your Directors would like to expose their grateful appreciation for the co-operation
received from its Bankers, Government Authorities, Customers, Vendors, Business Associates
and Shareholders during the year under review. Your Directors also wish to place in record
their deep sense of appreciation for the committed services of the executive, staff and
workers of the Company.
Cautionary Statement
The statements contained in the Boards Report and Management Discussion and Analysis
contain certain statements relating to the future and therefore are forward looking within
the meaning of applicable securities, laws and regulations.Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual
results.
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