To,
The Shareholders,
SAPTARISHI AGRO INDUSTRIES LIMITED
Your directors take pleasure in presenting the 31st Annual Report on the
affairs of the Company along with the Audited Financial Statements and Auditors Report
for the financial year ended on March 31, 2023.
1. Financial Highlights:
Highlights of Financial Results for the year are as under.
(Amount in Rs.)
Sr. No. Particulars |
Standalone |
|
March 31, 2023 |
March 31, 2022 |
| 1 Sales |
38,70,17,036 |
43,95,33,290 |
| 2 Operating & Other Income |
9,34,323 |
6,95,578 |
| 3 Total Revenue |
38,79,51,359 |
44,02,28,869 |
| 4 Profit Before Interest, Depreciation, Exceptional |
61,97,525 |
58,90,964 |
| Items and Taxes (EBIDTA) |
|
|
| 5 Interest and Financial Cost |
35,726 |
84,326 |
| 6 Depreciation and Amortization |
2,03,172 |
2,26,136 |
| 7 Exceptional items |
0 |
0 |
| 8 Extraordinary Items |
0 |
0 |
| 9 Profit / (Loss) Before Taxation (PBT) |
59,58,627 |
55,80,502 |
| 10 Tax Expenses |
0 |
0 |
| 10 Profit / (Loss) After Taxation (PAT) |
59,58,627 |
55,80,502 |
*Figures are rounded of
2. Share Capital:
The Paid-up Equity Share Capital of the Company as on 31st March, 2023 is
34,02,20,420/- comprising of 34,02,20,42 shares of Rs. 10/- each. During the year under
review, no equity shares were issued by the Company.
3. Dividend:
To conserve the resources of the Company, to ensure better long term results your
directors are of the opinion to plough back the entire Profits and do not recommend any
dividend for the year.
4. Change in the nature of business
There is no change in the nature of the business of the company during the financial
year 2022-23.
5. Material changes between the date of the board report and end of financial
year
There were no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of this
Report.
6. Transfer to General Reserves:
The Board of Directors has decided to retain the entire amount of Profit for FY 2022-23
appearing in the statement of Profit and loss.
7. Website:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the Company has maintained a functional website namely "
http://www.saptarishiagro.com/" containing basic information about the Company,
details of business, financial information, shareholding pattern, compliance with
corporate governance, contact information of the designated ofcials of the Company who are
responsible for assisting and handling investor grievances for the beneft of all
stakeholders of the Company.
8. Board of Directors and Key Managerial Personnel:
The Board places on records its deep appreciation of the valuable services rendered as
well as guidance provided by the directors during the year.
Compositions
The Board currently consists of ten members as on 31st March, 2023. The
details of the Board members during the year are as follows:
DIN |
Full Name |
Designation |
Date Of Appointment |
| 02517567 |
Mr. Krunal Ravjibhai Patel |
Chairman- Executive |
02/08/2017 |
| 02721107 |
Mr. Rushabh Ravjibhai Patel |
Director |
02/08/2017 |
00310385 |
Mr. Ravjibhai Nagarbhai Patel |
Director and CFO -Non- Independent- Non Executive |
02/08/2017 |
| 00387060 |
Mr. Janayash Nareshbhai Desai |
Whole Time Director |
13/11/2017 |
02526495 |
Mr. Rajendra Prasad Tewari (Ceased to be Director due to resignation
w.e.f 25/09/2022) |
Director-Independent – Non- Executive |
28/06/1994 |
01382184 |
Mr. Divyakant Ramniklal Zaveri (Chairman- Audit Committee) |
Director-Independent- Non- Executive |
11/02/2019 |
08285440 |
Mr. Rishi Bhootra (Chairman- Stake holder Relationship Committee) |
Director -Independent- Non- Executive |
02/11/2018 |
06603231 |
Mr. Manish P Kella (Chairman- Nomination and remuneration committee) |
Director- Independent- Non Executive |
29/09/2021 |
| 06360681 |
Ms. Ramadoss Bhuvaneswari |
Director-Nominee Director |
29/06/2021 |
08284892 |
Mrs. Vaibhavi Ashhish Patel |
Director- Independent Woman- Non Executive Director |
02/11/2018 |
09726271 |
Ms. Gargi Neel Shah (Appointed as a Director w.e.f. 30/09/2022) |
Director- Independent-Non Executive Director |
30/09/2022 |
Appointment & Resignation of Directors
During the year Ms. Gargi Neel Shah was appointed as the Director of the Company in the
Annual General Meeting held dated 30th September, 2022 and Mr. Rajendra Prasad
Tewari was ceased to be a Director due to resignation w.e.f. 25th September
2022.
Declarations by Independent Directors
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directors liable to retire by Rotation
Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other
applicable provisions, if any, of the Companies Act, 2013 (including any statutory
modification or re-enactment thereof for the time being in force) Mr. Rushabh R Patel (DIN
02517567) and Mr. Janayash Nareshbhai Desai (DIN 00387060), directors of the Company are
liable to retire by rotation at the ensuing AGM and being eligible ofers himself for
reappointment.
Key Managerial Personnel
During the year under review, the Key Managerial Personnel as per the provisions of the
Companies Act, 2013 and are holding Office after the commencement of the Companies Act,
2013 were as below:
Name |
Designation |
| Mr. Rushabh R Patel |
Director |
| Mr. Janayash N Desai |
Whole Time Director |
| Mr. Ravjibhai N Patel |
Chief Financial Officer |
| Mr. Yagnavalkya M Joshi* |
Company Secretary & Compliance Officer |
| Ms. Ruchi Biren Shah** |
Company Secretary & Compliance Officer |
*Mr. Yagnavalkya M Joshi has resigned from the designation of Company Secretary &
Compliance Officer of the Company w.e.f. July 09, 2022 **Mrs. Ruchi Biren Shah was
appointed as a Company Secretary & Compliance Officer of the Company w.e.f. December
30, 2022
9. Number of Board Meetings and Committee Meetings:
The Board met Five (5) times during the Financial Year 2022-23 under review. The
details of board meeting and Committee Meetings along with the attendance of the Directors
and Committee members are provided in the Corporate Governance Report which forms part of
this report. During the year under review, all recommendations made by the Committees were
accepted by the Board of Directors.
10. Committees of Board:
Committees of Board During the year under review, with an objective of further
strengthen the governance standards so as to match with internationally accepted better
practices, the Board had reconstituted certain existing committees to bring more
independence; constituted certain new Committees and Sub-committees; and amended / adopted
the terms of reference of the said Committees. Most of the Committees consist of majority
of Independent Directors. Details of the various Committees constituted by the Board,
including the Committees mandated pursuant to the applicable provisions of the Act and
SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part
of this Annual Report.
11. Independent Directors Meeting:
The Independent Directors met without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of
non-independent directors and the Board as a whole; the performance of the Chairperson of
the Company, taking into account the views of Executive Directors and Non- Executive
Directors and assessed the quality 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.
12. Performance Evaluation
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Directors have
carried out annual performance evaluation of Board, Independent Directors, Non-Executive
Directors, Executive Directors, Chairman and Committees of the Board. The Independent
Directors also carried out annual performance evaluation of the Chairperson, the
Non-Independent Directors and the Board as a whole.
This exercise was carried out through structured evaluation process covering various
aspects of the Board such as composition of the Board/ Committees, experience,
competencies, performance of specific duties, etc. Separate exercise was carried out to
evaluate the performance of individual directors including the Chairman who were evaluated
on the parameters such as attendance, contribution at the meeting, independent judgment,
etc. and was found to be satisfactory.
13. Human Resource Development:
The Company continued to make significant progress on strengthening HR Processes and
practices to build organization for current as well as future sustainability During the
year under review, the Company focuses on providing individual development and growth in a
professional work culture that ensures high performance. The Company has concentrated on
enhancing capability of employees that ultimately helps achieving better standards of
operations.
14. Adequacy of Internal Control System:
The Company has proper and adequate system of internal controls which ensures that all
assets are safeguarded against loss from unauthorized use or disposition and all the
transaction are authorized, recorded and reported correctly. Regular internal audits and
checks are carried out to provide assurance that the responsibilities at various levels
are discharged effectively and that adequate systems are in existence. The management
continuously reviews the internal control systems and procedure for efficient conduct of
business.
15. Frauds reported by the auditor
No frauds were reported by the Auditor (Statutory Auditor or Secretarial Auditor) to
the Audit Committee/ Board.
16. Corporate Social Responsibility Committee, Policy and Initiatives taken During the
year under review and reasons for not spending the money:
Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that
certain Companies are require to spend 2% of its average net Profit during 3 preceding
years on CSR activities. It also provides formation of CSR committee of the Board. The
Rules prescribe the activities qualify under CSR and the manner of spending the amount.
The provisions of section 135 of the companies Act 2013 and the Rules framed thereunder
for the financial year under report were not applicable to the Company during the period
under review.
17. Subsidiary, Joint-venture and Associate Companies:
Your Company continues to be Subsidiary of Calibre Rehabs Private Limited during the
year under review. The Company does not have any subsidiary, Joint Venture or Associate
Company.
18. Deposits:
Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public
deposits during the year under review.
19. Auditors:
Statutory Auditors
Pursuant to the provision of Section 139 of the Companies Act, 2013 read with rules
made thereunder, the tenure of M/s. Mayur Shah & Associates, Chartered
Accountant(s), FRN: 106125W hold(s) Office as the Statutory Auditor(s) of the Company
until the conclusion of the 35th Annual General Meeting of the Company.
M/s. Mayur Shah & Associates, Chartered Accountant(s) were re-appointed as a
Statutory Auditors of the Company at the 30th Annual General Meeting for a
period of 5 years commencing from the conclusion of the 30th Annual General
Meeting till the conclusion of 35th Annual General Meeting to be held in the
year 2027 in terms of Section 139 & 141 and other applicable provisions, if any, of
the Companies Act, 2013 read with the Companies (Audit & Auditors) Rule, 2014.
Cost Auditors.
Pursuant to the Companies (Cost records and Audit) Rules, 2014, maintaining the cost
records, and Appointment of Cost Auditor is not applicable to our Company.
Secretarial Auditors.
The Secretarial Audit Report pertaining to the financial year 2022-23 is enclosed to
this report as an Annexure - A. There is no qualifcation, reservation or adverse remark
made by the Secretarial Auditors in their report. In terms of Section 204 of the Act and
Rules made there under, the Board has appointed M/s. Chirag Shah & Associates,
Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the
Company for the financial year 2023-2024.
20. Management Discussion and Analysis Report:
Your attention is drawn to the perception and business outlook of your management for
your Company for current year and for the industry in which it operates including its
position and perceived trends in near future. The Management Discussion and Analysis
Report, as required under Regulations 34 of the SEBI (LODR) Regulations, 2015 with the
Stock Exchange is attached and forms part of this Directors Report Annexure - B.
21. Risk Management
Risk Management is the process of identifcation, assessment, and prioritization of
risks followed by coordinated eforts to minimize, monitor and mitigate/control the
probability and / or impact of unfortunate events or to maximize the realization of
opportunities. The Audit Committee reviews the risks faced by the Company and formulates
risk management and mitigation procedures from time to time, which are also reviewed to
ensure that executive management controls risk through means of a properly defned
framework. The major risks have been identifed by the Company and its mitigation
process/measures have been formulated in the areas such as business, customer service,
market, litigation, logistics, project execution, financial, human resources, environment
and statutory compliance.
22. Particulars of Loans, Guarantees and Investments:
There are no materially signifcant Related Party Transactions executed between the
Company and its Promoters, Directors, key Managerial Personnel or other designated
persons, that may have a potential confict with the interest of the Company at large.
Accordingly, disclosure to be provided in AOC-2 is not enclosed.
23. Directors Responsibility Statement:
Pursuant to Section 134(5) read with Section 134 (3) (c) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, state the following:
a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to departures, if any;
b) That such accounting policies have been selected and applied consistently and
judgments and estimates have been made 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/ loss of the Company for that period;
c) That proper and sufficient care has been taken 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;
d) That the annual financial statements are prepared on a going concern basis;
e) That proper internal financial controls were in place and that such internal
financial controls were adequate and were operating effectively;
f) That proper systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
24. Familiarization Program for Independent Directors:
The Directors were introduced to all the Board members and the senior management
personnel as Chief Financial Officer, Company Secretary and various Department heads
individually to know their roles in the organization and to understand the information
which they may seek from them while performing their duties as a Director. The details of
such familiarisation programmes have been disclosed on the Companys website: http://www.
saptarishiagro.com/
25. Board Evaluation:
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, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
26. Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report instances of unethical behavior, actual
or suspected fraud or violation of Companys Code of Conduct to the management. Further
the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safeguards against victimization of the
Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time. No whistle blower has been denied
access to the Audit Committee of the Board. The Whistle Blower Policy/Vigil Mechanism is
available on the website of the Company at http://www. saptarishiagro.com/
27. Related Party Disclosure:
All the Related Party Transactions entered into during the financial year were on arms
length basis and were in ordinary course of business. The Company has not entered into any
transactions with Related Parties which could be considered material in terms of Section
188 of the Companies Act, 2013. Thus, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not
applicable.
28. Corporate Governance:
The Company is committed to the adoption of best Corporate Governance practices and the
management is of the view that a good Corporate Governance policy is one which results in
the control of the Company in a regular manner, which makes management transparent,
ethical, accountable and fair resulting in enhanced shareholders value. The management is
pleased to provide detailed disclosures of specifc matters forming part of guidelines for
Corporate Governance. The said report forms part of this report Annexure - C.
29. Extracts of Annual Return:
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)
of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules 2014. Annual Return is available on the website of the Company
at http://www. saptarishiagro.com/
30. Disclosure Requirements:
As per SEBI Listing Regulations, Corporate Governance Report with Certificate thereon
and Management Discussion and Analysis are attached, which forms part of this report as an
annexure.
31. Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo:
There is no production During the year under review therefore no use of energy and
technology. During the year under review company has not any foreign earning or outgo.
32. Particular of Employees:
The ratio of remuneration of each Director to the median employees remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form
part of this Directors Report as an Annexure - D. The details as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel), 2014 there is an employee
(except Managing Director, CFO, CEO and CS) in the Company employed throughout the
financial year and no employee has salary above Rs.1 Crore 2 lacs per annum or employed in
part of the financial year with average salary above Rs. 8.5 lacs per month.
The statement containing particulars of employees as required under Section 197 of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136
of the Companies Act, 2013, the Report and Accounts are being sent to the Members and
others entitled thereto, excluding the information on employees particulars which is
available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company. If any member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this regard.
33. Disclosure Regarding Maintenance of Cost Records
The Company has not maintained cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is
not applicable to Company.
34. Disclosure as Per The Sexual Harassment Of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 is not applicable to the Company as there are no women employees
in the organisation. Therefore, Internal Complaints Committee under Act has not been
formed.
35. Miscellaneous Disclosures
1. The Company had not issued equity shares with diferential rights as to dividend,
voting or otherwise during the year under review.
2. The Company had not issued shares (including sweat equity shares) to employees of
the Company under any scheme during the year under review.
3. No signifcant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
4. There have been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of the financial year 2022-23 and the
date of this Report.
5. Your Company has complied with the provisions of the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India in terms of the
Companies Act, 2013.
6. During the year under review, there were no proceedings, either fled by the Company
or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended,
before National Company Law Tribunal or other courts.
7. During the year under review, the Company has not entered into any one-time
settlement with Banks or lending institutions
36. Acknowledgements:
The members of the Board of Directors wish to place on record their sincere
appreciation for the devoted services rendered by employees and the continued co-operation
and confdence of shareholders. The Board expresses their sincere thanks to the Bankers,
Government and all other well-wishers for their consistent contribution at all levels to
ensure that the Company continues to grow and excel.
|
For & By order of the Board, |
|
Saptarishi Agro Industries Limited |
Date : 14th August, 2023 |
Krunal R Patel |
Place : Ahmedabad |
Chairman |
|
DIN- 02517567 |
+91-9892691696
