Saffron Industries Ltd Directors Report

To the Members of SAFFRON INDUSTRIES LIMITED

Your Directors are pleased to present the Thirty-First Annual Report of the company together with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companys financial performance for the year ended 31^st March 2024 is summarized below:-

(Amount in Rs. Hundreds)

PARTICULARS	Year Ended 31/03/2024	Year Ended 31/03/2023
Revenue from operations	16,19,505.83	17,01,735.50
Other income	4,156.32	2,233.79
Total Income	16,23,662.15	17,03,969.29
Profit/loss before finance cost and depreciation	5289.42	42,287.35
Finance cost	0.00	0.00
Depreciation	1,94,449.42	1,92,626.30
Profit before tax and exceptional item	(1,89,160.00)	(1,50,338.95)
Exceptional item	0.00	0.00
Profit before tax	(1,89,160.00)	(1,50,338.95)
Profit after tax	(1,89,160.00)	(1,50,338.95)
Prior period adjustments (Income tax)	0.00	0.00
Profit/loss for the year	(1,89,160.00)	(1,50,338.95)
Balance carried forward	(1,89,160.00)	(1,50,338.95)

2. REVIEW OF OPERATIONS

In the past year, your companys sales turnover decreased slightly to Rs. 16.19 crores, compared to Rs. 17.02 crores in the previous financial year, resulting in a decline in revenue by approximately Rs. 82 lakhs.

The company incurred a loss of Rs. 1.89 crores, compared to a loss of Rs. 1.50 crores in the previous financial year.

Efforts are being made to reduce overall costs, explore new investment opportunities, and secure better prices for the companys 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 31^st March, 2024. The Company has transferred loss of Rs. 1.89 Crore to its reserves during the financial year.

4. CHANGE IN THE NATURE OF BUSINESS

There is no 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 31^st March, 2024 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 71,85,200 (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, 2024, 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 or cessation of any Director.

However, Shri Vinod Ramgopal Maheshwaris directorship ceased with effect from 12^th August 2024 due to his sad demise.

Subsequently, Shri Nimish Vinod Maheshwari was appointed as an Additional Director on the Board of the Company with effect from 13^th August 2024 to fill the vacancy created by the demise of Shri Vinod Ramgopal Maheshwari. However, Shri Nimish Vinod Maheshwari tendered his resignation from the post of Additional Director on 28^th August 2024 due to his other professional commitments.

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, Smt.Shriranga Vinod Maheshwari (DIN: 00341404), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.

Brief details of Smt.Shriranga Vinod Maheshwari is given in the Notice of ensuing AGM.

The present Directors of the Company are as below:

Sr.No.	Name of the Directors	DIN	Designation
1	Shri Manoj Rameshwar Sinha	07564967	Whole Time Director
2	Smt Shriranga Vinod Maheshwari	00341404	Director
3	Shri Shekhar Madhav Chandle	09548031	Independent Director
4	Mr. Thomas George David	09422487	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, Shri Milind V. Gahankar resigned from the office of Chief Financial Officer of the Company with effect from 7^th November 2023. Shri Anil Bajpai has been appointed as Chief Financial Officer of the Company with effect from 13^th February 2024.

Except as stated above, there were no other changes in the key managerial personnel of the Company during the year under review.

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 Anil Bajpai	Chief Financial Officer
3	Shri Mahesh C. Bhanarkar	Company Secretary & Compliance Officer

9. DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent directors on the Board of your Company as on the date of this report are Mr. Thomas George David and Mr. Shekhar Madhav Chandle.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

10. BOARD MEETINGS

During the financial year 2023-24, the Board met 6 (Six) times on following dates:

27^th May 2023, 12^th August 2023, 7^th September 2023, 7^th November 2023, 7^th February 2024 and 13^th February 2024.

11. AUDIT COMMITTEE

As on the closing of Financial Year 2023-24 the Audit Committee was comprised of Mr. Thomas David as Chairman and Shri Vinod Maheshwari and Shri Shrikant Chandle as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows: Mr.Thomas David as Chairman and Shri Manoj Sinha and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Audit Committee met 4 (Four) times on following dates:

27^th May 2023, 12^th August 2023, 7^th November 2023, and 7^th February 2024.

12. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

As on the closing of Financial Year 2023-24 the Nomination and Remuneration Committee was comprised of Mr. Thomas David as Chairman and Shri Vinod Maheshwari & Shri Shrikant Chandle as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows: Mr.Thomas David as Chairman and Smt Shriranga Maheshwari and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Nomination and Remuneration Committee met once on 13^th February 2024.

A policy on directors appointment and remuneration is annexed as Annexure - A.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on the closing of Financial Year 2023-24, the Stakeholders Relationship Committee is comprised of Shri Vinod Maheshwari as Chairman and Shri Thomas David and Shri Manoj Sinha as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows: Mr.Thomas David as Chairman and Shri Manoj Sinha and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Stakeholders Relationship Committee met 4 (Four) times on following dates:

27^th May 2023, 12^th August 2023, 7^th November 2023, and 7^th February 2024.

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 the 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

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors Report as ‘Annexure B.

Further, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to saffronindustries20@gmail.com It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

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 2023-24, he is not entitled to any benefits, stock options, incentives, pension, etc. The company has entered into a service contract with him; the notice period is 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 believes that the Companys compliance systems were adequate and operating effectively during the financial year 2023-24. Accordingly, pursuant to sections 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 31^st March 2024, 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 31^st March 2024 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 31^st March 2024 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, 2024, the Board believes 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 the Companies Act, 2013. Thus 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, 2024.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not given any loan or guarantee in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has in place a robust process for approval of related party transactions and on dealing with related parties.

All contracts/arrangements/transactions entered into by the Company during FY2023-24 with related parties were in compliance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Companys policy on dealing with related party transactions. Prior omnibus approval of the Audit Committee is obtained for all related party transactions, which are foreseen and of repetitive nature.

All related party transactions entered into during FY2023-24 were in the ordinary course of business and on arms length basis. The details of material related party transactions as required under provisions of section 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, which is annexed to this Directors Report as Annexure - C.

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 - D 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, courts or tribunals which impacted the Companys going concern status and its operations in future.

28. STATUTORY AUDITORS AND THEIR REPORT

The Statutory Auditor of the Company M/s. Utsav Sumit & Associates, Chartered Accountants, Nagpur, had tendered their resignation due to preoccupation, with effect from 4th July 2024.

The Board, in their Board meeting dated 26^th July 2024, had appointed M/s. Jagdish Khatri & Associates, Chartered Accountants (FRN: 156251W), as Statutory Auditor to fill the vacancy created due to the resignation of M/s. Utsav Sumit & Associates, Chartered Accountants, Nagpur, to hold office until the conclusion of the 32nd Annual General Meeting.

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 need no further explanation.

29. SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed M/s. Vaibhav Netke & Associates LLP, Practicing Company Secretaries, Nagpur as Secretarial Auditor of the company to conduct the secretarial audit for the financial year ended on 31^st March 2024. The secretarial auditor had submitted a secretarial audit report in Form MR-3 under Section 204 of the Companies Act, 2013 for the financial year 2023-24 which is attached as Annexure - E and forms part of this report.

The clarifications/explanation on the qualifications/adverse remarks in the Secretarial Auditors Report are as follows:

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 the Companies Act, 2013 in respect of the appointment of Cost Auditors and maintenance of Cost Records were not applicable to the company for the Financial Year 2023-24.

31. DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any fraud to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS–1) and General Meetings (SS–2).

33. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return for FY2023-24, which will be filed with Registrar of Companies/MCA, is uploaded on the Companys website and can be accessed at - www.saffronindustries.in.

34. 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 - F.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment in the 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, intending to provide a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire about sexual harassment complaints and recommend appropriate action.

The Company has not received any complaints regarding sexual harassment during the financial year 2023-24.

36. NON-APPLICABILITY OF CERTAIN PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, certain provisions of compliance with the corporate governance as mentioned therein are not applicable to the company. Accordingly, the corporate governance report is not required to be annexed to the Annual Report.

37. 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 cooperation 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: 30/08/2024
	Sd/-	Sd/-
	Shekhar M. Chandle	Manoj R. Sinha
	Director	Whole Time Director
	DIN: 09548031	DIN: 07564967