salguti industri share price Directors report

To the Members,

Your Directors have pleasure in presenting the 38^th Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS REVIEW AND PROSPECTS

Your company has recorded a Total Income of Rs. 10158.16/- Lakhs for the year ended 31^st March, 2023 against total income of Rs. 11188.21/- Lakhs last year. The company has recorded a Net Profit of Rs.0.87 Lakhs.

From the financial prospective, the highlights of the financial results for the year under review are as follows:

*In Lakhs (except EPS)

Particulars	2022-2023	2021-2022
Revenue from operations	10,119.54	11,143.98
Other Income	38.62	44.23
Total Income	10,158.16	11,188.21
Finance costs	287.99	308.38
Depreciation / Amortization Expense	196.81	192.53
Total Expenses	10,153.03	11,178.06
Profit/(loss) Before Exceptional Item and Tax	5.13	10.15
Profit/(loss) Before Tax	5.13	10.15
Tax Expense	4.26	26.2
Current Tax	38.45	22.05
Deferred Tax	-34.19	4.15
Profit for the period from Continuing operations	0.87	-16.05
Profit/(loss) for the period	0.87	-16.05
Total Comprehensive Income for the period (XIII+XIV) Comprising Profit (Loss) and Other comprehensive Income for the period	0.87	-16.05
Earning per equity share for continuing operation
(1) Basic	0.01	-0.21
(2) Diluted	0.01	-0.21

THE COMPANYS PRODUCTS / SERVICES

Plastic Division: Our Company is Manufacturing HDPE/PP Woven sacks for packing of Fertilizers & Cement.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are

- Continuous Quality Improvement is need of the hour as there are different demand patterns all over the world.

- Geographical Disadvantages.

- To balance the demand and supply.

- To make balance between price and quality. DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed as required under the above said statutory requirement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is available on the Company website (https://www.salguti.com/)

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31^st March 2023, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified on 2^nd September, 2015, Report on Corporate Governance is Not Applicable to the Company since the Paid-up Capital of the Company is less than 10 Crores and the Net worth of the Company is less than 25 Crores as on the last day of Previous Audited Financial Year 2022-2023.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

1. Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

2. (i) The steps taken by the company for utilizing the alternate sources of energy Nil (ii) The capital investment on energy conservation equipments Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company. (ii) Research and Development (R & D): No research and Development has been carried out. c) Foreign exchange earnings: Rs. Nil (d) Foreign exchange out go: Rs. Nil

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014.

STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting ("AGM") held on 30th September, 2022 had approved the appointment M/s. P. Murali & Co., Chartered Accountants, Hyderabad, (Firm Registration No. 007257S) as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this 37^th Annual General Meeting of the Company till the conclusion of the 42^nd Annual General Meeting to be held in the Year 2027 on such remuneration plus service tax, out of-pocket expenses, as may be mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per the provisions of SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The Board met 4 (Four) Times on the following dates during the financial year 2022-2023. 25-05-2022, 13-08-2022, 14-11-2022 and 13-02-2023. DIRECTORS AND INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and as per the provisions of SEBI (LODR) Regulations 2015.

DIRECTORS REMUNERATION DETAILS

Remuneration details of the Executive Director(s) are mentioned in this Annual Report at the relevant place. During the period under review. Mrs. Rajitha Reddy has not taken any remuneration even though she is eligible for the same and the resolution was passed in the previous Annual General Meetings.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. 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 ended 31^st March, 2023 and of the profit and loss of the company for that period; c. That the directors 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; d. That the directors have prepared the annual accounts on a going concern basis. e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2023, the Company does not have any material listed/unlisted subsidiary companies as defined as per the provisions of SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Smt. Indira Reddy Kuknoor, Chairman of Audit Committee through email or by correspondence through post.

Familiarization programme for Independent Directors

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Material changes and commitments affecting the financial position.

During the period under review, there are no major material changes to be reported, which affect the financial position

Companys policy on directors appointment & remuneration.

The company has a policy on Directors appointment & Remuneration and the same will be implemented whenever the appointments take place.

Particulars of loans, Guarantees or investments.

During the period under review, the loans / Guarantees / Investments taken / provided by the Company are detailed in the Financial Statements.

Particulars of contract or arrangement with related party

During the period under review, there were no contract or arrangement with related party except as provided in the

Auditors Report.

Annual evaluation of its own & Board committees performance.

The company has a policy on Board & Committees evolution & performance and the same is being reviewed on quarterly basis.

Implementation of risk management policy.

The company has a policy on risk management and the same is implemented by the Company to mitigate the risk in the business.

Policy on CSR initiatives - CSR is not applicable to the Company

Post Balance Sheet events

There are no material events after the 31^st March 2023 till the signing of this Annual Report, which has significant impact on the business of the Company.

Disclosure about cost Audit

The requirement of maintaining the cost Audit Records are not applicable to the Company. Disclosure about ESOP and Sweat Equity Share: NA Key Managerial Personnel (Chief Financial Officer and Company Secretary):

Smt. S Rajitha Reddy, Chief Financial Officer act as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.

Mrs. Rashi Pathak-Whole Time Company Secretary cum Compliance Officer of the Company. Related Party Transaction Policy on dealing with Related Party Transactions is approved by the Board

No related party transactions were entered into during the financial year under review, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

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, the Secretarial Audit Report is from CS Sarada Putcha, Company Secretary in Practice obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boards Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Boards Report.

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.

Significant and Material Orders Passed by the Regulators or Courts

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Details of application made or any proceeding 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.

There are no applications made or any proceeding pending to report under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

During the year there is no one time settlements done with the Banks to report.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Stock Exchange(s) and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For SALGUTI INDUSTRIES LIMITED

	Sd/-	Sd/-
Place: Hyderabad	S.Vishnu Vardhan Reddy	S.Rajitha Reddy
Date: 21-08-2023	Managing Director	Whole-Time Director
	DIN: 00051641	DIN: 00051603

To,

The Members,

SALGUTI INDUSTRIES LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Salguti Industries Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to me and the representations made by the Management, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records made available to me and maintained by the Company for the financial year ended on 31^st March, 2023 according to the applicable provisions of:

i. The Companies Act, 2013 (‘the Act) and the rules made there under, as applicable; ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA) and the rules made there under; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act): a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; and vi. Other laws applicable to the Company as per the representations made by the Management.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings are yet to be specified under the Act by the Institute. ii. SEBI (LODR) Regulations 2015.

During the period under review and as per the explanations and clarifications given to me and the representations made by the Management, I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings, as represented by the management, were taken unanimously. I further report that as per the explanations given to us and the representations made by the Management and relied upon by me there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of Amalgamation or arrangements.

	Sd/-
	Putcha Sarada
Place: Hyderabad	Company Secretary in Practice
Date: 17-08-2023	ACS No: A21717 CP No: 8735
UDIN: A021717E000815983

This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘Annexure A To, The Members, Salguti Industries Limited

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

7. I was informed by the Management of the Company that the Company do not have any Subsidiaries / Associate Companies.

	Sd/-
	Putcha Sarada
Place: Hyderabad	Company Secretary in Practice
Date: 17-08-2023	ACS No: A 21717 CP No: 8735
UDIN: A021717E000815983