To,
The Shareholders, Satiate Agri Limited
Your Board of Directors are pleased to present the 38th Annual Report on the business and financial operations of your company together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.
A. FINANCIAL PERFORMANCE
The financial statements of the Company are in accordance with the Indian Accounting Standards – IND AS and as per the provision of Section 133 of the Companies Act, 2013 (the ‘Act) read with Companies (Accounts) Rules, 2014 and amendments thereof. The standalone financial highlights of the Company for the financial year ended 31st March, 2025 are summarized below:
(Amount In Lakhs except EPS)
| PARTICULARS | 2024-25 | 2023-24 |
| Revenue from operations | 10.00 | 20.40 |
| Other Income | -- | -- |
| Profit/ (Loss) before Depreciation, Finance Cost, Exceptional items & Tax Expenses | (104.17) | (11.78) |
| Less: Depreciation | -- | -- |
Profit/ (Loss) before Finance Cost, Exceptional Items and Tax Expenses |
(104.17) | (11.78) |
| Less: Finance Cost | -- | -- |
Profit/ (Loss) before Exceptional Items and Tax Expenses |
(104.17) | (11.78) |
Add/ (Less): Exceptional items |
-- | -- |
Profit/ (Loss) before Tax Expenses |
(104.17) | (11.78) |
| Less: Tax Expenses | -- | -- |
Profit/ (Loss) after Taxation |
(104.17) | (11.78) |
| Add/(Less): Other Comprehensive Income | -- | -- |
Total Comprehensive Income /(Loss) for the year |
(104.17) | (11.78) |
| Earnings Per share [EPS] | (3.56) | (0.03) |
| (Rs.10/- each) Basic & Diluted (in Rs.) |
Notes–The figures mentioned in the table above are extracted from the financials of the Company.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR OF COMPANYS AFFAIR
During the year under review the total income was Rs. 10.00 Lacs as compared to Rs. 20.40 Lacs of the previous Year 2023-24. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (104.17) Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to come out from the adverse financial circumstances and to achieve targeted turnover in the segment of agriculture projects.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the financial year under review.
DIVIDEND
The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31, 2025.
CAPITAL STRUCTURE
The issued, subscribed and paid– up Equity Share Capital of the Company is Rs. 2,92,72,000/- comprising of 29,27,200 Equity Shares of 10/- each. Further, during the year under review, your Company has neither issued any shares with differential voting rights nor has granted any sweat equity shares.
Authorized Share Capital – Rs. 3,50,00,000/-.
AMOUNT TO BE TRANSFERED TO RESERVE
The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain the entire amount of profit for the Financial Year 2024-2025 in the profit and loss account.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the March 31, 2025. The Company has not received any unsecured loan from director during the financial year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and Protection Fund.
SUBSIDIARY AND ASSOCIATES COMPANIES
The Company does not have any Subsidiary or Associate Company.
PAYMENT OF LISTING FEES
Annual listing fee for the year 2025-2026 has been paid by the Company to BSE Limited where the shares of the Company are listed.
INDIAN ACCOUNTING STANDARDS (IND AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017. The financial statements of the Company for the financial year 2024-2025 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment of Director
Mr. Samyak Jain (DIN: 09234890), Non-Executive Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for re-appointment.
A resolution seeking Shareholders approval for her re-appointment along with other required details forms part of the Notice.
Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Re-appointment of Mr. Samyak Jain (DIN: 09234890) is appropriate and in the best interest of the Company.
Further during the year under preview following Director and Key Managerial Personnel have been appointed .
| Name of Director | Designation | Date of Appointment |
| Pulkit Raghav | Non Executive Independent Director | 19.07.2024 |
| Sarabjeet Sigh Anand | Director | 14.10.2024 |
| Himanshi Sachdeva | Non Executive Independent Director | 14.10.2024 |
| Sudhir Jain | Managing Director | 22.02.2025 |
| Samyak Jain | Non Executive Professional Director | 22.02.2025 |
| Kailash Chand Dhaksiya | Non Executive Professional Director | 22.02.2025 |
| Jayeshbhai Poptbhai Patel | Additional Director | 10.03.2025 |
| Khodidas Moghriya | Additional Director | 10.03.2025 |
| Swapnil Rathi | Non-Executive Independent Director | 06.09.2025 |
| Mrs. Garima Mahajan | Non-Executive Independent Director | 06.09.2025 |
| Mohd Tarique | Non-Executive Independent Director | 06.09.2025 |
During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the Company.
Swapnil Rathi, Mrs. Garima Mahajan and Mohd Tarique hav been appointed as additional independent directors w.e.f. 06.09.2025 by the Board. The Board proposes to appoint them as directors of the Company.
During the year under preview and after closure of financial year following Director and Key Managerial Personnel have been resigned from their post.
| Name of Director | Designation | Date of Resignation |
| Utpal Dineshbhai Raval | Managing Director | 10.03.2025 |
| Pulkit Raghav | Non Executive Independent Director | 15.11.2024 |
| Sarabjeet Singh Anand | Director | 15.11.2024 |
| Himanshi Sachdeva | Non Executive Independent Director | 15.11.2024 |
| Pushpaben Parashuram Patel | Non-Executive Independent Director | 23.08.2025 |
| Indrakumar Mahajan | Non Executive Independent Director | 15.11.2024 |
| Jayeshbhai Popatbhai Patel | Additional Director | 23.08.2025 |
| Khodidas Moghriya | Additional Director | 25.08.2025 |
| Hargovindbhai Parsottambhai Sutariya | Managing Director | 11.03.2025 |
| Kaushikbhai Hirpara | Non Executive Independent Director | 19.07.2024 |
Following are the Directors as on the date of this report:
| Name of Director | Designation | Date of Appointment |
| Sudhir Jain | Chairman & Managing Director | 22.02.2025 |
| Samyak Jain | Non-Executive Professional Director | 22.02.2025 |
| Kailash Chand Dhaksiya | Non-Executive Professional Director | 22.02.2025 |
| Swapnil Rathi | Non-Executive Independent Director | 06.09.2025 |
| Mrs. Garima Mahajan | Non-Executive Independent Director | 06.09.2025 |
| Mohd Tarique | Non-Executive Independent Director | 06.09.2025 |
DECLARATION BY DIRECTORS
During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies
Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA) and have included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online proficiency test, wherever applicable.
INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company met on 19th March, 2025, pursuant to Schedule IV of the Act and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended and all Independent Directors were present to inter alia discuss the following:
Reviewed the performance of non-independent directors and the Board as a whole; Reviewed the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties .
KEY MANAGERIAL PERSONNEL
Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended), company is having following Key Managerial Personnel (KMP) of the Company as on 31st March, 2025:
| Name of Key Managerial Personnel | Designation |
| Sudhir Jain^ | Chairman & Managing Director |
| Sanju Choudhary* | Company Secretary |
| Nirmal Ambalal Patel# | Chief Financial Officer |
^ Appointed on 22.02.2025
* Appointed on 24.04.2024 and Resigned w.e.f. 06.05.2025 # Resigned w.e.f. 25.08.2025
During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the Company. Mr. Utpalbhai Dineshbhai Raval resigned as Managing Director w.e.f. 10.03.2025
LISTING STATUS
The equity shares are listed on BSE Limited. We ensuring continued listing and trading. Our commitment to regulatory compliance and good governance remains steadfast as we maintain a strong relationship with the stock exchange.
COMMITTEES OF THE BOARD:
In compliance with both the mandatory and non-mandatory requirements under the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015, as amended and as mandated under the provisions of the Companies Act, 2013, the Board has constituted the following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The elaborated details of Board Committees are as follows:
Audit Committee:
The Details of Audit Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:
The Composition of Audit Committee as on 31.03.2025 is as under:
| Name of the Director | Nature of Directorship | No. of Meeting held during |
| FY/ No. of Meeting attended | ||
| Pushpaben Parashuram Patel * | Member | 4/4 |
| Kaushikbhai Hirpara (resigned w.e.f. 19.07.2024) | Chairman | 4/1 |
| Indrakumar Mahajan (resigned w.e.f. 15.11.2024) | Member | 4/0 |
| Himanshi Sachdeva (appointed w.e.f. 14.10.2024 and resigned w.e.f. 15.11.2024) | Member | 4/1 |
| Pulkit Raghav (appointed w.e.f. 19.07.2024 and resigned w.e.f. 15.11.2024) | Chairman | 4/2 |
| Hargovindbhai Parsottambhai Sutariya | Chairman | 4/1 |
(appointed as chairman w.e.f. 16.11.2024 and resigned w.e.f. 11.03.2025) |
* Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025
The Audit Committee met four times during the year 2024-2025, held its meetings on 27.05.2024; 14.08.2024; 13.11.2024; and 14.02.2025 and the gap between two meetings did not exceed one hundred and twenty days.
The Company Secretary is the Secretary of the Committee.
Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.
b. Brief terms of reference:
1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:
i. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Act,
ii. Changes, if any, in accounting policies and practices and reasons for the same,
iii. Major accounting entries involving estimates based on the exercise of judgment by management,
iv. Significant adjustments made in the financial statements arising out of audit findings,
v. Compliance with listing and other legal requirements relating to financial statements, vi. Disclosure of any related party transactions, vii. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Review and monitor the auditors independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Management discussion and analysis of financial condition and results of operations;
22. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference share capital will require prior approval of audit committee;
24. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the listed entity;
25. Management letters / letters of internal control weaknesses issued by the statutory auditors;
26. Internal audit reports relating to internal control weaknesses;
27. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
28. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company. The terms of reference specified by the Board to the audit committee are as contained under Regulation 18 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended read with Section 177 of the Companies Act, 2013.
Nomination And Remuneration Committee:
The Details of Nomination and Remuneration Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:
The Composition of Nomination and Remuneration Committee as on 31.03.2025 is as under:
| Name of the Director | Nature of Directorship | No. of Meeting held during FY/ No. of Meeting attended |
| Pushpaben Parashuram Patel * | Member | 5/5 |
| Kaushikbhai Hirpara | Chairman | 5/2 |
(resigned w.e.f. 19.07.2024) |
||
| Indrakumar Mahajan | Member | 5/0 |
(resigned w.e.f. 15.11.2024) |
||
| Himanshi Sachdeva | Member | 5/0 |
(appointed w.e.f. 14.10.2024 and resigned w.e.f. 15.11.2024) |
||
| Pulkit Raghav | Chairman | 5/1 |
(appointed w.e.f. 19.07.2024 and resigned w.e.f. 15.11.2024) |
||
| Hargovindbhai Parsottambhai Sutariya | Chairman | 5/2 |
(appointed as chairman w.e.f. 16.11.2024 and resigned w.e.f. 11.03.2025) |
* Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025
The Nomination and Remuneration Committee met five times during the year 2024-2025, held its meetings on 24.04.2024, 19.07.2024, 14.10.2024, 22.02.2025,10.03.2025.
b. Brief terms of reference:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
2. formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;
3. devising a policy on diversity of Board of Directors;
4. identifying persons who are qualified to become Directors and who may be appointed in Senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Director.
6. recommend the Board, all remuneration, in whatever form, payable to Senior management.
7. make recommendations to the Board on the appointment of new Executive and Non-Executive
Directors, Key Managerial Personnel and other employees;
8. review the Board structure, size and composition, having regard to the principles of the Code;
9. assess nominees or candidates for appointment or election to the Board, determining whether or not such nominee has the requisite qualifications and whether or not he/she is independent;
10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive
Officer of the Company;
11. make recommendations to the Board for the continuation in services of any Executive Director who has reached the age of 70 (Seventy) years;
12. recommend Directors who are retiring by rotation to be put forward for re-election;
13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly when he has multiple Board representations;
14. recommend to the Board internal guidelines to address the competing time commitments faced by
Directors who serve on multiple boards;
15. qualifications, positive attributes and independence of a Director; for evaluation of performance of
Independent Directors and the Board of Directors;
16. recommend to the Board a framework of remuneration and specific remuneration packages for all
Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;
17. review the service contracts of the Executive Directors;
18. carry out its duties in the manner that it deems expedient, subject always to any regulations or restrictions that may be imposed upon the NRC by the Board of Directors from time to time;
19. reviewing and enhancing on the compensation structure to incentive performance base for key executives;
20. ensure that the remuneration packages are comparable within the industry and comparable Companies and include a performance-related element coupled with appropriate and meaningful measures of assessing individual Executive Directors performance.
21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior
Management Personnel.
22. recommend to the Board a framework of remuneration for the Directors,
23. all aspects of remuneration, including but not limited to Directors fees, salaries, allowances, bonuses, options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee. a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and
Disclosure requirements) Regulations, 2015, as amended have been given under a separate heading, viz. ‘Statement of Disclosure of Remuneration in this report.
b. Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee on the basis of following criteria:
i. Qualification
ii. Experience
iii. Knowledge and Competency
iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other obligations imposed by the Law
v. Contribution and Initiative
vi. Availability, attendance, participation and ability to function as a team
vii. Commitment
viii. Independence
ix. Independent views and judgment and Guidance/ support to Management outside board
The search and nomination process for new Directors are through database of Independent Directors, personal contacts and recommendations of the Director. NRC reviews and assess candidates before making recommendation to the Board.
NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In its search and selection process, NRC considers factors such as commitment and the ability of the prospective candidate to contribute to discussions, deliberations and activities of the Board and Board Committees.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Details of Stakeholders Relationship Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:
The Composition of Stakeholders Relationship Committee as on 31.03.2025 is as under:
| Name of the Director | Nature of Directorship | No. of Meeting held during FY/ No. of Meeting attended |
| Pushpaben Parashuram Patel * | Member | 4/4 |
| Kaushikbhai Hirpara (resigned w.e.f. 19.07.2024) | Chairman | 4/2 |
| Indrakumar Mahajan (resigned w.e.f. 15.11.2024) | Member | 4/0 |
| Himanshi Sachdeva (appointed w.e.f. 14.10.2024 and resigned w.e.f. 15.11.2024) | Member | 4/1 |
| Pulkit Raghav (appointed w.e.f. 19.07.2024 and resigned w.e.f. 15.11.2024) | Chairman | 4/2 |
| Hargovindbhai Parsottambhai Sutariya (appointed as chairman w.e.f. 16.11.2024 and resigned w.e.f. 11.03.2025) | Chairman | 4/1 |
* Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025
The Stakeholders Relationship Committee met four times during the year 2024-2025, held its meetings on 24.04.2025, 14.08.2024, 15.11.2024 and 14.02.2025.
The status of shareholders complaints during the year under review (March 31, 2025) is given below: -
Complaints Status: 01.04.2024 to 31.03.2025 |
|
| Number of complaints received so far | 5 |
| Number of complaints solved | 5 |
| Number of pending complaints | 0 |
a) Brief terms of reference:
The Stakeholders Grievance & Relationship Committee specifically look into various aspects of interest of shareholders, debenture holders and other security holder pertaining to the requests/complaints of the shareholders related to transfer of shares, dematerialization of shares, non-receipt of annual accounts, non-receipt of dividend or revalidation of expired dividend warrants, recording the change of address, nomination, etc. The role of the Stakeholders Relationship Committee has been specified in Part D of the Schedule II of the Listing Regulations. It covers as under:
1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar& Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
GENRAL MEETINGS
During the year 2024-25 Company has convened its 37th Annual General Meeting on Saturday, September 28, 2024 at 12.00 p.m. through VC/OAVM.
Further, an Extra Ordinary General Meeting on the Requisition of Shareholder as per Section 100 of the Companies Act, 2013 also convened and following are the details of such meeting:
On 25th November 2024, Shaba Securities and Finin Services Private Limited, a shareholder holding 33.57% of the paid-up share capital of Satiate Agril Limited, issued a requisition notice under Sections 100 and 160 of the Companies Act, 2013, proposing changes to the Board of Directors. The proposals included the appointment of Mr. Sudhir Jain as Chairman and Managing Director, Mr. Kailash Chand Dhaksiya, and Mr. Samyak Jain as Non-Executive Non-Independent Directors, along with the removal of Mr. Utpalbhai D. Raval (Managing Director), Mr. Hargovindbhai Sutariya (Executive Director), Mr. Pulkit Raghav, and Mrs. Pushpaben Patel (both Non-Executive Independent Directors).
Due to the Companys (Board of Directors) failure to act on the requisition within the statutory timeframe, the requisitionist convened the Extraordinary General Meeting (EGM) independently and issued a fresh EGM notice dated 27th January 2025, keeping the same agenda. The EGM was held on 22nd February 2025, from 5:00 PM to 5:50 PM, at 101, Rajani Bhawan, Indore, Madhya Pradesh, and also via virtual conferencing. Mr. Ajit Jain, Practicing Company Secretary, was appointed as the Scrutinizer. All seven resolutions proposed in the notice were duly passed with requisite majority.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On their appointment, Independent Directors are familiarized about the Companys business and operations. Interactions with senior executives are facilitated to gather insight specific to the Companys operations. Detailed presentations are made available to apprise about Companys history, of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the link satiateagri.com
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:
The table containing the names and other particulars of employees in accordance with the provisions 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, is provided as "Annexure- A" to the Boards report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. The Board exhibits strong operational oversight with regular business presentations at meetings. Only in the case of special and urgent business, should the need arise, Boards approval is taken either bypassing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.
During the Financial Year under review, the Board met 15 (Fifteen) times on 24th April, 2024; 06th May, 2025, 27th May, 2024; 19th July, 2024, 14th August, 2024, 05th September, 2024, 14th October,2024, 19th October, 2024, 11th November, 2024, 13th November, 2024, 15th November, 2024 , 14th February,2025 , 05th March, 2025,10th March, 2025 and 12th March, 2025.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of Company Secretaries of India.
The names of members of the Board and their attendance at the Board Meetings are as under:
| Name of Directors | Total Meetings held during the F.Y. 2024-25 / Number of Meetings attended |
| Sudhir Jain (appointed w.e.f. 22.02.2025) | 15/0 |
| Samyak Jain (appointed w.e.f. 22.02.2025) | 15/0 |
| Kailash Chand Dhaksiya (appointed w.e.f. 22.02.2025) | 15/0 |
| Jayeshbhai Poptbhai Patel * | 15/1 |
| Khodidas Moghriya# | 15/1 |
| Utpalbhai Dineshbhai Raval (resigned w.e.f.10.03.2025) | 15/13 |
| Pulkit Raghav (resigned w.e.f. 15.11.2024) | 15/6 |
| Sarabjeet Singh Anand (resigned w.e.f. 15.11.2024) | 15/3 |
| Himanshi Sachdeva (resigned w.e.f.15.11.2024) | 15/3 |
| Pushpaben Parashuram Patel (resigned w.e.f. 23.08.2025 | 15/15 |
| Indrakumar Mahajan (resigned w.e.f. 15.11.2024) | 15/0 |
| Kaushikbhai Hirpara (resigned w.e.f. 19.07.2024) | 15/3 |
| Hargovindbhai Parsottambhai Sutariya (resigned w.e.f. 11.03.2025) | 15/14 |
* Jayeshbhai Poptbhai Patel appointed on 10.03.2025 and has resigned w.e.f. 23.08.2025 # Khodidas Moghriya appointed on 10.03.2025 and has resigned w.e.f. 25.08.2025
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the Company has Internal Financial Control with reference to the Financial Statements, the new management is taking many steps to make Internal Financial Control more strong, adequate and proper.
CORPORATE SOCIAL RESPONSIBILITY
For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy).
STATUTORY AUDITORS AND STATUTORY AUDIT REPORT
AAAM and CO LLP, Chartered Accountants having registration number 008113C/C400292, had been appointed as statutory auditor of the company for a first term of 5 (five) years in the 37th Annual General Meeting held for financial year 2023-2024 on 28th September, 2024, however the statutory auditor vide its letter dated 15.05.2025, expressed their unwillingness to continue as the Statutory Auditors of the Company due to demerger of their firm.
The Board of Directors of the Company on the recommendation of the Audit Committee, have recommended the appointment of M/s. S. N. Gadiya & Co. Chartered Accountants, (Firm Registration No. 02052C), as the Statutory Auditors of the Company to the Members at the 38th Annual General Meeting of the Company for an initial term of 5 years till the conclusion of 43rd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 38th Annual General Meeting of the Company. In this regard, the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation. Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013
REPORTING OF FRAUD BY AUDITORS
During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Boards Report.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-2025.
M/s. Ajit Jain & Co.,, Practicing Company Secretaries, Secretarial Auditors, is proposed to be appointed on the basis of recommendation of Board of Directors as the Secretarial Auditors of the Company from the conclusion of this 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting of the Company pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval of shareholder of the company in the 38th Annual General Meeting of the Company. Written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.
SECRETARIAL AUDIT REPORT:
Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and shall annex with its Boards Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early and strengthened our level of compliance reporting.
The Secretarial Audit Report for the financial year 2024-2025 is annexed herewith as "Annexure B" forming part of this report.
The comments referred by the Secretarial Auditors in their Report are self explanatory except the following:
| Observations | Boards Explanation in this regard |
1. Company has not submitted Consolidated Annual Report in XBRL Mode for the Financial Year 2023-24 with the Stock Exchange. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
2. The Shareholding of Promoter (s) and Promoters group are not 100% in dematerialized form as required under Regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended |
The Company has informed all promoters for getting their shares in dematerialized mode. |
3. The Company has not appointed Internal Auditor as per the requirement of section 138 of the Companies Act, 2013 |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
4. The website of the company has not been updated and functional during the period under review. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
5. Non filing of Initial & Annul disclosure as per circular issued by time to time by Securities & Exchange Board of India. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
6. The company has not published the standalone financial results for the four quarter for FY 2024- 2025 in the English newspaper and vernacular newspaper. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
7. The company has paid listing fees for the FY 2023-2024 after due date with interest. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
8. There was no Company Secretary/Compliance Officer during the period starting from 01st February, 2024 to 23rd April, 2024, as per the provisions of regulation 6(1) of SEBI (LODR) Regulation, 2015. |
Company has appointed Company Secretary and Compliance Officer on 24.04.2024 |
9. The Company has delay in submission of Integrated Filing (Governance) for the Quarter Ended December, 2024 and March, 2025. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
10. The Company has not submitted Intimation for Board Meeting for consideration of Standalone Financial Results for quarter ended December 31, 2024 in XBRL Mode with the Stock Exchange. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
11. The Company has not filed un-audited quarterly results for the quarter ended 31.12.2024, within 45 days from the end of Quarter of the Conclusion of Meeting as required under Regulation 30 of SEBI, LODR Regulations, 2015, as amended. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
12. The Company has delay in submission of Integrated Filing (Financial) for the Quarter Ended December, 2024. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
13. The Company has delay in submission of Outcome of Board Meeting held on May 06, 2025 within prescribed time as mentioned Part A of Schedule III of the LODR Regulations. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
14. The Company has delay in submission of Shareholding Pattern for the Quarter Ended December, 2024 and March, 2025. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
15. The promoters of the company have not submitted the declaration under Regulation 31(4) of SEBI (SAST) Regulations with the Exchange for the financial year ended March 31, 2025 |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
16. The Company has not submitted Reconciliation of Share Capital Audit Report of the Company for the Quarter Ended December, 2024 and March, 2025. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
17. The Company has not submitted Intimation for Closure of Trading Window (PDF and XBRL) for the Quarter Ended December 2024. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
18. The Company has not submitted declaration of unmodified opinion in XBRL mode for the Year Ended March 2025. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
19. The Company has submitted Standalone Financial result which is not signed by the chairperson or managing director, or a whole-time director or in the absence of all, other authorized director, For the Quarter Ended June 2024; December, 2024 and for the Year Ended March 2025. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
20. The Company has not submitted Standalone Financial result in XBRL mode for the Quarter Ended December 2024. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
21. The Company has not submitted reason for delay in submission of financial results for the period ended December 31, 2024. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
22. The Company has not submitted disclosures related to requisition notice dated November 25, 2024, as received from Shaba Securities and Finin Services Private Limited, a shareholder holding 9,82,700 equity shares representing 33.57% of the total paid-up share capital of the Company under Section 100 read with Section 160 of the Companies Act, 2013, proposing changes to the composition of the Board of Directors. . |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
23. The Company has failed to Redress certain Investor Complaints on SCORES Platform, within time. |
In future, Company shall solve the Investor Complaints within time. |
24. The Company has failed to fill the vacancy of an independent director not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
25. The Composition of Committee is not in conformity with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended as at the end of the Financial Year ended 31.03.2025. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
26. The minutes of the meetings of the Board of Directors / General Meetings and the corresponding attendance registers have not been maintained in accordance with the provisions of the Companies Act, 2013 and the applicable clauses of Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI), as amended from time to time. |
The new Management has taken serious note on such non-compliance and committed to comply sincerely. |
DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN
Distribution of Equity Shareholding and its pattern as on 31st March, 2025 is as under:
| Category | Category of Shareholder | No. of Shareholder | No. of Equity Shares | Total shareholding as a percentage of total number of shares |
| Promoter and Promoter Group | ||||
| Indian | Promoter | 2 | 1,54,900 | 5.29 |
| Promoter Group | 29 | 14,20,600 | 48.53 | |
| Total (Promoter & Promoter Group) | 31 | 15,75,500 | 53.82 | |
| Public | ||||
| Institution | -- | -- | -- | -- |
| Total | -- | -- | -- | |
| (Institutions) | ||||
| Non- Institution | Individuals Hindu Undivided | 1506 -- | 11,11,600 -- | 37.97 -- |
| Family Bodies Corporate | -- | -- | -- | |
| Non Resident Indians (NRIs) | -- | -- | -- | |
| Total (Non- Institutions) | -- | -- | -- | |
| Others | 95 | 2,40,100 | 8.20 | |
| Total (Public) | 1601 | 13,51,700 | 46.18 | |
| Grand Total | 1,632 | 29,27,200 | 100.00 |
Status of dematerialization of shares
The breakup of the equity shares held in dematerialized and physical form as on March 31, 2025 is as follows:
| Particulars | No. of Shares | Percent of Equity |
| NSDL | - | - |
| CDSL | - | - |
| Physical | 27,27,200 | 100.00 |
| Total | 27,27,200 | 100.00 |
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time; The Details of the said code is available on website of the Company.
ANNUAL RETURN
Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended on March 31, 2025 in the prescribed Form MGT-7 is available on the Companys website at satiateagri.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT-GO
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.
The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure C to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.
In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual, temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and addressed by the Company during the Financial Year 2024-25:
? No. of complaints at the beginning of the year: Nil
? No. of complaints received during the year: Nil
? No. of complaints disposed of during the year: Nil
? No. of complaints at the end of the year: Nil
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the applicable provisions of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing breaks, work from home provisions(where applicable), cr?che facility (where required) and protection against dismissal during maternity leave. The Company is deeply committed to promoting womens empowerment through progressive policies, leadership opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both legal standards and our core values of equality and inclusivity to fostering a compliant, equitable and employee- friendly environment in line with intent and spirit of the Maternity Benefit Act, 1961.
RISK MANAGEMENT
The Company has formulated and implemented an effective risk management framework aligned with the risk management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
| PARTICULARS | NO. OF SHAREHOLDERS | NO. OF EQUITY SHARES |
| aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year | -- | -- |
| number of shareholders who approached listed entity for transfer of shares from suspense account during the year | -- | -- |
| number of shareholders to whom shares were transferred from suspense account during the year | -- | -- |
| aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year | -- | -- |
| that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares | -- | -- |
LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans, made investment or given guarantee or security in violation of Section 186 of the Act, during FY 2024-25.
CHANGE IN REGISTRED OFFICE
The Company has changed its registered office from ‘Cabin No. 1, Shop No. 6, Scheme No-71,Sec C Vikram Squre, Indore, Sudama Nagar, Indore, Madhya Pradesh, India, 452009 to ‘31 SNEH NAGAR, F. NO. 18 VATSALAY CHAMBER, Indore G.P.O., Indore, Indore, Madhya Pradesh, India, 452001 w.e.f. 02.09.2025.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the
Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 as required under Form AOC-2 is not applicable to the company.
Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 24 of the Financial Statements for the Financial Year ended on March 31, 2025.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
During the period under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.
The Company as part of the ‘vigil mechanism has in place a Board approved ‘Whistle Blower Policy to ensure that genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed at satiateagri.com.
This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional circumstances. Further, no personnel have been denied access to the Ethics Officer.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the Financial Year under review, the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
HUMAN RESOURCES
The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of youth and experience and the success of organization is based on the capabilities, passion and integrity of its people. The Company continues to attract and retain talent that focuses on sustained superior performance, provide them opportunities to learn, realize their true potential and contribute positively to the success of the Company.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME
At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding.
During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.
CORPORATE GOVENRANCE REPORT:
The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information required under said clauses are not furnished hereafter.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and judgements and estimates made 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 and loss of the Company for that period; c) the directors had 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) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
LISTING OF SECURITIES IN STOCK EXCHANGES:
The Companys Equity Shares are presently listed on BSE Limited.
INTERNAL AUDITOR:
The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor as per the requirement of section 138 of the Companies Act,2013.
COST AUDITOR:
During the period under review, the Company is not required to maintain the cost records as per the provisions of Section 148 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
During the year an Extra-Ordinary General Meeting (EGM) on requisition of the Company was duly convened on
Saturday, February 22, 2025. The shareholders removed old management and appoint new directors in the Company. The previous management was found to be non-adherent to various statutory and regulatory compliances, resulting in multiple instances of non-compliances. The new management has taken control over the Company after the financial year end date and the new management has taken cognizance of these lapses and is fully committed to regularizing the affairs of the Company. Steps are being undertaken to identify and rectify all such non-compliances, including the payment of existing penalties and submission of necessary filings and disclosures. The new management is proactively working towards bringing the Company into full compliance and ensuring good governance practices are maintained henceforth
PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:
A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.
As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.
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.
The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been enclosed separately as Annexure E to this Report.
The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.
OTHER DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
? The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
? There were no mergers/acquisitions during the year.
? The Company has no outstanding GDRs/ADRs/Warrants/ Options or any convertible instruments as on 31st March 2025.
? The Company does not trade in commodities. The Commodity price risk and commodity hedging activities are not applicable to the Company.
? List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds, whether in India or abroad : Not Applicable
? The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
? No significant and material orders have been passed by any Regulators or Court or Tribunal which can have an impact on the going concern status and the Companys operation in future.
? There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
? The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, is not applicable to your Company for the financial year ending March 31, 2025.
? No Buyback of Securities taken place during the year under review.
? During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.
? Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 15 as amended, The Company does not have any agreement which impact the management or control of the Company.
? In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.
? Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large:
All the Related Party Transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.
Kindly refer to the notes forming part of accounts for the details of Related Party Transactions.
? Details of establishment of vigil mechanism / whistle blower policy, and affirmation that no personnel has been denied access to the audit committee:
The Company has implemented a Whistle Blower Policy covering the employees. The Policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of Conduct. Employees can lodge their Complaints through anonymous emails besides usual means of communications like written complaints. No personnel have been denied access to the Audit Committee.
? Compliance with Mandatory/Non-mandatory requirements:
The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended and the status of non-mandatory (discretionary) requirements are given below:
1. Chairman is elected in Meeting.
2. In view of publication of the financial results of the Company in the newspapers having wide circulation and dissemination of the same on the website of the Stock Exchange.
3. The Companys financial statements for the financial year 2024-2025 have been accompanied with unmodified opinion – both on quarterly and yearly basis.
4. The Chairman is elected in Meeting. No Managing Director in the Company.
5. The Company has complied with the requirements of the regulatory authorities on capital market and no penalties have been imposed against it in the last three years.
6. The Company has appointed Sanju Choudhary, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company.
CAUTIONARY STATEMENT
The Statement made in this Report and Management and Discussion and Analysis Report relating to the Companys objective, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.
ACKNOWLEDGEMENT
The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other regulatory and Government Bodies, Companys Auditors, Customers, Bankers, Promoters and Shareholders. The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support from shareholders for their support.
Place: Indore |
By and order of the Board of Directors |
Date: |
For Satiate Agri Limited |
SUDHIR JAIN |
|
MANAGING DIRECTOR |
|
DIN: 00046442 |
|
Registered Office: 31 SNEH NAGAR, F. NO. 18 |
|
| VATSALAY CHAMBER, Indore G.P.O., Indore, | |
| Madhya Pradesh, India, 452001 | |
CIN: L24111MP1986PLC003741 |
|
Email: shabachemicals@gmail.com |
|
Website: www.satiateagri.com |
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