Sagar Soya Products Ltd Directors Report

To,

The Members,

SAGAR SOYA PRODUCTS LIMITED

Your Directors have great pleasure in presenting 42^nd Annual Report along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The Companys performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

Particulars	Year ended
	2023-24	2022-2023
Total Income (including Other Income)	83,036.49	82,735.18
Gross Profit (before Interest, Depreciation and tax)	51,071.56	23,136.34
Less: Interest	00	00
: Depreciation	9,715.30	11,449.85
: Provision for taxation - Current	12,831.00	6,040.00
- Deferred	-2,077.96	13,639.24
Net Profit after tax	30,603.22	-7992.75
Less: Other Comprehensive Income	00	00
Total Comprehensive Income for the period	30,603.22	-7,992.75

2. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources, your directors do not recommend dividend for the year ended 31^st March, 2024 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

3. FUTURE PROSPECTS:

The product range includes manufacture vegetable oils from Soyabean and other oil seeds and oil cakes by solvent extraction process.

The focus of the company is towards increasing the demand of the product in the market and the Company is also in process of trading into agro-commodity in the market.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There was no change in the nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. The shareholders of the Company in their Annual General Meeting held on 21^st August, 2023 approved issue and allotment of 35,29,399 (Thirty-Five Lakhs Twenty-Nine Thousand Three Hundred and Ninety-Nine only) Share Warrants which are to be convert into Equivalent Equity Shares, on preferential basis. The issue was done at a price of Rs. 34 (including Premium of Rs. 24 per share) per Share Warrant.

In-principle approval from BSE Limited was received for 33,08,812 Share Warrants on March 19, 2024.

Then Preferential Issue Committee in their meeting held on 26^th March, 2024, approved allotment of 33,05,283 Share Warrants Convertible into Equivalent Equity Shares to non-promoters against receipt of 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only). Further, the Company received another 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only) from the convertible warrant holders. Accordingly, as on date of this report, 50% Share Warrants money i.e. Rs. 17/- (Indian Rupees Seventeen) per share warrants is received by the Company. The same is noted by Preferential Issue Committee of the Company in their meeting held on 23rd April, 2024.

Further, Share Warrants money is spent towards the object specified in the AGM Resolutions and noted the same by the Audit Committee.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review:

a) Ms. Renu Manendra Singh and Mr. Shrikrishna Baburam Pandey, resigned from the post of Independent Directors of the Company due to personal reasons and other commitments w.e.f. 5^th August, 2023. Subsequent to their resignation as Independent Directors, they will also cease to be a Key Managerial Personnel ("KMP") under the provisions of Section 203 of Companies Act, 2013. Ms. Renu Manendra Singh and Mr. Shrikrishna Baburam Pandey have also confirmed that there is no other material reason for the resignation, other than, as stated above, and the same was noted by the Board.

b) Ms. Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane are appointed as an additional director as well as Independent Director of the Company w.e.f. 19th August, 2023. Pursuant to Section 161 of the Companies Act, 2013, Ms. Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane hold office up to the date of ensuing Annual General Meeting of the Company. Ms. Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane has given his consent to act as a Director of the Company pursuant to Section 152 of the Companies Act, 2013. They have further confirmed that he is neither disqualified nor debarred from holding the Office of Director under the Companies Act, 2013 or pursuant to any Order issued by SEBI.

7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a Part of Annual Report. Consolidated Financial Statement is not applicable.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

9. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met Seven times on 29^th May 2023, 21^st July, 2023, 28^th July, 2023, 31st July, 2023, 19^th August, 2023, 09^th November, 2023 and 06^th February, 2024.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION.

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. The policy on Companys Remuneration and Nomination is posted on Companys website at http://www.sagarsoyaproducts.com/

11. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 6^th February, 2024 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the agricultural industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companys familiarization program for Independent Directors is posted on Companys website at http:/ /www.sagarsoyaproducts.com.

14. INTERNAL CONTROL SYSTEM:

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

15. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii) That the Directors 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 at the end of the financial year and of the Profit of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) 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.

vi)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.

16. SUBSIDIARIES AND ASSOCIATE COMPANYS:

As on 31^st March, 2024, Company has no subsidiaries and associate companies.

17. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the Company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

18. APPOINTMENT OF AUDITORS:

a) INTERNAL AUDITORS

As per section 138 of the Companies Act, 2013, The company has appointed M/s Ajit Jain & Co., Chartered Accountant, as internal auditor of the company for financial year 2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

b) STATUTORY AUDITORS:

The Company at its 40^th Annual General Meeting held on 26th September, 2022 appointed M/s. C. P. Jaria & Co, Chartered Accountants (FRN: 104058W) appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 40th Annual General Meeting till the conclusion of 45^th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof. Further the ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has not been included in the Ordinary Course of Business of this AGM Notice Further, they have confirmed that they are not disqualified as auditors of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

Auditors report is self-explanatory and therefore does not require further comments and Explanation.

c) SECRETARIAL AUDITORS

The Company has appointed M/s HSPN And Associates LLP (Formerly known as HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure A to Directors Report.

d) COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2023-24.

19. COMMENTS OF THE BOARD ON AUDITORS REPORT:

a) Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2024:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2024.

b) Observations of Secretarial Audit Report for the year ended 31^st March, 2024:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2024.

20. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at https:/ / www.sagarsoyaproducts.com.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

21. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

22. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual return for the Financial Year 2023-24 in E-form MGT 7 is furnished on the website of the Company www.sagarsoyaproducts.com

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure B.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

25. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked as Annexure C and forms part of this report.

26. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided. The Directors of the Company do not draw any Remuneration.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Companys website: www.sagarsoyaproducts.com

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure D and forms part of this report.

28. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

29. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company: www.sagarsoyaproducts.com.

30. THE DETAILS OF 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 there has been significant material orders passed by the Regulators and no significant orders by Courts or Tribunals impacting the going concern status and companys operations in future. The Company received email about the outstanding SOP Fines of Rs. 1,55,37,650/- (One Crore Fifty-Five Lakhs Thirty-Seven Thousand Six Hundred & Fifty Only) payable for late submission and non-submission of the information, reports, certificates under LODR Regulations on August 9, 2023. Further, the Company filed application for waiver of the penalty / fine levied on the Company as mentioned above. On application BSE provided partial waiver of penalty / fine levied on the Company and the penalty / fine was reduced to Rs. 7,43,400/- (incl. GST). The Company has made the payment of Rs. 7,43,400/- (incl. GST) on February 26, 2024. Thereafter, the Company filed application for waiver of penalty / fine i.e., Rs. 7,43,400/-. As on the date of this report, the status of the waiver application is "Case is under process with Listing Operation team". As on the date, Company made the default good.

31. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the market place and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.

32. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

33. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

34. DISCLOSURE OF COMPOSITIONOF COMMITTEES

a. Audit Committee comprises of following members:

Mr. Arun Kumar Sharma	Chairman & Independent and Non-Executive Director
Mr. Chandrakant	Member, Managing Director
Patel
Mrs. Savita Kishan	Member, Independent and Non-Executive
Bhaliya	Director

b. Nomination and Remuneration Committee comprises of following members:

Mr. Arun Kumar Sharma	Chairman & Independent and Non-Executive Director
Mrs. Savita Kishan Bhaliya	Member, Independent and Non-Executive Director
Mr. Ganesh Sahebrao Saindane	Member, Independent and Non-Executive Director

c. Stakeholders Relationship Committee comprises of following members:

Mr. Arun kumar Sharma	Chairman & Independent and Non-Executive Director
Mr. Arvindbhai Patel	Member, Whole-Time Director
Mr. Chandrakant Patel	Member, Managing Director

35. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 4 Audit Committee Meetings, 2 Nomination & Remuneration Committee and 1 Stakeholders Relationship Committee were held.

Further one meeting of the Independent Directors was held on February 6, 2024.

Audit Committee:

	Date
1	29-05-2023
2	31-07-2023
3	09-11-2023
4	06-02-2024

Nomination and Remuneration committee:

	Date
1	19-08-2023
2	06-02-2024

Stakeholder relationship Committee:

Date

06-02-2024

36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within the Company, as there are no female employees in the Company.

37. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

	BY ORDER OF THE BOARD
	FOR SAGAR SOYA PRODUCTS LIMITED
	Sd/-
	ARVINDBHAI CHHOTABHAI PATEL
Date - August 7, 2024	CHAIRMAN
Place- Mumbai	DIN: 00024070