To
The Members,
Satiate Agri Limited
(Formerly Known as Shaba Chemicals Limited)
Your directors have pleasure in presenting their 36th Annual Report on
the business and operations of the Company together with its Audited Accounts for the year
ended March 31, 2023. The Management Discussion and Analysis is also included in this
Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year ended
March 31, 2023 are as under:
(Rs. In Lacs)
|
Year Ended |
| Particulars |
31.03.2023 |
31.03.2022 |
| Gross Sales/Income |
9234.58 |
0.72 |
| Depreciation |
0.00 |
0.00 |
| Profit/(Loss) before T ax |
94.35 |
0.03 |
| T axes/ Deferred T axes |
25.47 |
0.01 |
| Profit/(Loss) After T axes |
(293.24) |
(293.26) |
| P& L Balance b/f |
(224.37) |
(293.24) |
2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS
AFFAIR:
During the year under review the total income was Rs.9234.58 Lacs as compared to
Rs.0.72 Lacs of the previous Year 2022-23. 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. (224.37) Lacs. The
Promoters, Board of Directors and entire management team are putting their stern effort to
achieve targeted turnover in the segment of agriculture projects.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year, the company has changed its object from "Chemicals Business"
to "Agriculture Business" through Postal ballot on November 17, 2022.
4. CHANGE OF NAME:
Company has changed their name from Shaba Chemicals Limited to Satiate Agri Limited w.e.f.
August 08, 2023.
5. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed
suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed
suspense account are not required to mention here.
6. FINANCE:
The Company has not borrowed loan from any Bank during the year under review.
7. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2023 was Rs. 2,91,64,000.
A) Allotment of equity shares pursuant to conversion of convertible warrants:
During the year under review, the Company has not issued equity shares.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential
voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
E) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4)
of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
8. DIVIDEND:
The Board of Director of the company has not recommended dividend for the financial
year 2022-23.
9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:
The Company has no subsidiaries, Associates and Joint Venture Companies.
10. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
| Mr. Utpalbhai Raval |
Managing Director |
| Mr. Nirmal Patel |
Chief Financial Officer |
| Mrs. Falguni Patel |
Company Secretary & Compliance officer |
b) Director:
The following are the Director of the Company.
| Mr. Utpalbhai Raval |
Managing Director |
| Mrs. Hargovindbhai Sutariya |
Additional Executive Director |
| Mr. Indrakumar Mahajan |
Non-Executive-Independent Director |
| Mr. Kaushikbhai Hirpara |
Additional Non-Executive-Independent Director |
| Mrs. Pushpaben Patel |
Additional Non-Executive-Independent Director |
c) Appointment/Re-appointment:
• Pursuant to the provisions of Section 152 and other applicable provisions if
any, of the Companies Act, 2013, Mr. Utpalbhai Raval (DIN: 08498407), Managing Director of
the Company is liable to retire by rotation at the forthcoming Annual General Meeting and
he is being eligible offers himself for reappointment.
d) Changes in Directors and Key Managerial Personnel:
During the year and up to this AGM, the following changes occurred in the Composition
of Board Directors due to Appointments and Resignations of Directors and KMP:
| Name and Designation |
Date of Appointment |
Date of Resignation |
| Mrs. Sangeeta Neema (Managing Director) |
-- |
11/08/2023 |
| Mr. Jay Kishan Nema (Executive Director) |
-- |
11/08/2023 |
| Mr. Gaurav Mevada (Independent Director) |
-- |
11/08/2023 |
| Mr. Radheshkumar Mevada (Independent Director) |
-- |
11/08/2023 |
| Mr. Utpalbhai Raval (Managing Director) |
11/08/2023 |
-- |
| Mr. Hargovindbhai Sutariya (Executive Director) |
11/08/2023 |
-- |
| Mr. Kaushikbhai Hirpara (Independent Director) |
28/03/2023 |
-- |
| Mrs. Pushpaben Patel (Independent Director) |
11/08/2023 |
-- |
e) Declaration by an Independent Director(s) and reappointment, if any:
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 Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct
formulated by the Company as hosted on the Companys Website i.e., www.shabachemicalslimited.in
11. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014, the copy of the draft Annual Return of the Company for the Financial Year ended on
31 March 2023 in Form MGT-7 is uploaded on website of the Company and can be
accessed at www. shabachemicalslimited. in
12. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
13. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met seven times (07). The details of the board
meetings are provided in Corporate Governance Report.
| 14/05/2022 |
21/06/2022 |
19/07/2022 |
25/07/2022 |
| 19/10/2022 |
30/01/2023 |
28/03/2023 |
|
The Board of Directors of the Company were present at the following Board Meeting held
during the
year under review:
| Name of Director |
Board Meeting Held |
Meetings attended |
Attendance at last AGM |
| Mr. Dipakkumar Shah |
7 |
3 |
Yes |
| Mrs. Sangeeta Neema |
7 |
7 |
Yes |
| Mr. Indrakumar Mahajan |
7 |
7 |
Yes |
| Mr. Jay Kishan Nema |
7 |
7 |
Yes |
| Mr. Gaurav Mevada |
7 |
3 |
Yes |
| Mr. Radheshkumar Mevada |
7 |
3 |
Yes |
| Mr. Kaushikbhai Hirpara |
7 |
0 |
No |
14. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors made the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. That such accounting policies have been selected and applied consistently and
judgment 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 as at March 31, 2023 and of the
profit of the Company for the year ended on that date;
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 have been prepared 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 system to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE
BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement), Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration Committees.
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors. The Directors were satisfied with the evaluation results, which reflected the
overall engagement of the Board and its Committees with the Company.
16. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March 31, 2023. This
is also being supported by the report of the auditors of the Company as no fraud has been
reported in their audit report for the financial year ended March 31, 2023.
17. BOARDS COMMENT ON THE AUDITORS REPORT:
There were no qualifications, reservations or adverse remarks made by Auditors in their
respective reports. Observation made by the Statutory Auditors in their Report are
self-explanatory and therefore, do not call for any further comments under section
134(3)(f) of the Companies Act, 2013.
18. AUDITORS:
A. Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the
Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory
Auditors of the Company M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN.
006103C), be and is hereby appointed. confirmed and ratified as the Statutory Auditors of
the Company for the financial year 2022-23, to fill the casual vacancy caused due to the
resignation of M/s. S.N. Kabra & Company Chartered Accountants. (M. No.: 072497), to
hold office from January 20, 2023 till the conclusion of the 36th Annual
General Meeting, on such remuneration plus applicable taxes. and out of pocket expenses.
as may be recommended by the Audit Committee and as may be mutually agreed between the
Board of Directors of the Company and the Statutory Auditors."
Further, M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN. 006103C), be and
are hereby appointed as the Statutory Auditors of the Company, for the term of 5 years
from the conclusion of this 36th Annual General Meeting until the conclusion of
the 41st Annual General Meeting to be held in the year 2028 on such
remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by
the Audit Committee and as may be mutually agreed between the Board of Directors of the
Company and the Statutory Auditors from time to time."
B. 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 Company has
appointed PCS Rupal Patel, Practicing Company Secretary, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
-A".
Reply for qualification Remark in Secretarial Audit Report:
| Sl. No. |
Remarks |
Reply |
| 1. |
The Company has not appointed Internal Auditor as per the requirement of section 138
of the Companies Act, 2013 |
The Company has taken serious note on such non-compliance and committed to comply. |
| 2. |
The website of the company has not been updated as per the regulation 46 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. |
The Company has taken serious note on such non-compliance and committed to comply. |
| 3. |
100% promoter holding is not in demat form as required under Regulation 31(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. |
The Company has taken serious note on such non-compliance and committed to comply. |
| 4. |
The company has not provided E voting facility in any of its Annual General Meeting or
Extra Ordinary General Meeting till date as required under section 108 of the Companies
Act, 2013. |
The Company has taken serious note on such non-compliance and committed to comply. |
| 5. |
The company has not maintained the Structured Digital Database ("SDD") as
per the Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 |
Although, the company has not maintai the Structured Digital Database but maintained
the information in the excel format as required to be mentioned in the database. |
|
|
The board confirm that the price of the company is not sensitive and no such
transaction was happened during the year which impacted the price materially. |
|
|
The company is in process of installation of proper SDD software for the better
compliance of law. |
| 6. |
The Company has not published notice of meeting of the board of directors in newspaper
where financial results shall be discussed and financial results, as required under
Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
The Company has taken serious note on such non-compliance and committed to comply. |
| 7. |
The quarterly certificate as required under regulation 74(5) of the SEBI (Depositories
and Participants) Regulations, 2018 has not been issued by the Skyline Financial Services
Pvt. Ltd Share Transfer Agent Limited, Registrar and Transfer Agent of the Company during
the year. |
The Company has taken serious note on such non-compliance and committed to comply. |
| 8. |
The compliance Certificate Pursuant to Regulation 7(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 has not been issued by the
Skyline Financial Services Pvt. Ltd Share Transfer Agent Limited, Registrar and Transfer
Agent of the Company for the financial year ended on 31st March, 2023. |
The Company has taken serious note on such non-compliance and committed to comply. |
| 9. |
The Company has not taken any steps for dematerialization of securities of the
company. |
The Company has taken serious note on such non-compliance and committed to comply. |
19. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 (three)
Members. as well as those in section 177 of the Companies Act, 2013 and include the
reviewing of quarterly, half-yearly and annual financial statements before submission to
the Board, ensure compliance of internal control systems and internal audit, timely
payment of statutory dues and other matters.
During the year under review, 4 meetings of the committee were held 14/05/2022,
19/07/2022, 19/10/2022 and 30/01/2023. The composition of committee and attendance at its
meetings is given below:
| Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes during the year and till the date of AGM |
|
|
|
|
|
App |
Resign |
| 1 |
Mr. Dipakkumar Shah |
Member |
Non-Executive - Independent Director |
2 |
|
28/03/2023 |
| 2 |
Mr. Indrakumar Mahaj an |
Member |
Non-Executive - Independent Director |
4 |
|
|
| 3 |
Mr. Gaurav Mevada |
Member |
Non-Executive-Independent Director |
2 |
|
14/08/2023 |
| 4 |
Mr. Kaushikbhai Hirpara |
Chairman |
Non-Executive-Independent Director |
0 |
18/09/2022 |
|
| 5 |
Mrs. Pushpaben Patel |
Member |
Non-Executive-Independent Director |
0 |
18/08/2023 |
|
The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year.
20. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration
Committee of Directors mainly for the purposes of recommending the Companys policy on
Remuneration Package for the Managing/Executive Directors, reviewing the structure, design
and implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 members. During the year
under review, 02 (Two) meetings of the committee were held on 25/07/2022 and 28/03/2023.
The name of members, Chairman and their attendance at the Remuneration Committee Meeting
are as under Committee of Board:
| Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes during the year and till the date of AGM |
|
|
|
|
|
App |
Resign |
| 1 |
Mr. Dipakkumar Shah |
Member |
Non-Executive - Independent Director |
1 |
|
28/03/2023 |
| 2 |
Mr. Indrakumar Mahaj an |
Member |
Non-Executive - Independent Director |
2 |
|
|
| 3 |
Mr. Gaurav Mevada |
Member |
Non-Executive- Independent Director |
2 |
|
14/08/2023 |
| 4 |
Mr. Kaushikbhai Hirpara |
Chairman |
Non-Executive-Independent Director |
0 |
18/09/2022 |
|
| 5 |
Mrs. Pushpaben Patel |
Member |
Non-Executive-Independent Director |
0 |
18/08/2023 |
|
21. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 members. During the year under
review, 4 meetings of the committee were held 06/04/2022, 08/07/2022, 13/10/2022 and
04/01/2023. The name of members, Chairman and their attendance at the Stakeholders
Relationship Committee are as under Committee of Board:
| Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes during the year and till the date of AGM |
|
|
|
|
|
App |
Resign |
| 1 |
Mr. Dipakkumar Shah |
Member |
Non-Executive - Independent Director |
2 |
|
28/03/2023 |
| 2 |
Mr. Indrakumar Mahaj an |
Member |
Non-Executive - Independent Director |
4 |
|
|
| 3 |
Mr. Gaurav Mevada |
Member |
Non-Executive-Independent Director |
2 |
|
14/08/2023 |
| 4 |
Mr. Kaushikbhai Hirpara |
Chairman |
Non-Executive-Independent Director |
0 |
18/09/2022 |
|
| 5 |
Mrs. Pushpaben Patel |
Member |
Non-Executive-Independent Director |
0 |
18/08/2023 |
|
The status of shareholders complaints received so far/number not solved to the
satisfaction of shareholders/number of pending share transfer transactions (as on March
31, 2023 is given below): -
Complaints Status: 01.04.2022 to 31.03.2023 |
| Number of complaints received so far |
0 |
| Number of complaints solved |
0 |
| Number of pending complaints |
0 |
Compliance Officer:
Mrs. Falguni Malay Patel, is Compliance Officer of the company for the purpose of
complying with various provisions of Securities and Exchange Board of India (SEBI),
Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the
share transfer process etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved
by share transfer committee. Share Transfer requests received in physical form are
registered within 30 days and demat requests are confirmed within 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of
| shares: |
|
| Name : |
Skyline Financial Services Pvt Ltd |
| Address : |
D-153 A, 1st Floor, Okhla Industrial Area |
| Tel : |
011-26812682 |
| Email : admin@skylinerta.com |
22. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the
General Reserve and the balance amount of Rs. 68.88/- lacs has been carried forward to
profit & loss account.
23. DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are no
outstanding and overdue deposits as at March 31, 2023.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related party
during the year under review.
26. 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.
27. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending (except the previous years which was already
disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National
Company Law Tribunal or other Courts
28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions.
29. WEBSITE OF YOUR COMPANY
Your Company maintains a website www.shabachemicalslimited.in where detailed
information of the Company and specified details in terms of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been
provided.
30. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to
BSE where the Companys Shares are listed.
31. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.
32. CORPORATE SOCIAL RESPONSIBILITY:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014,
(Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 shall not be mandatory to the following class of companies:
Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth
not exceeding Rs.25 crore, as on the last day of the previous financial year;
Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later
date, such company shall comply with the requirements of (Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from
the date on which the provisions became applicable to the company.
Accordingly, it may be noted that the paid-up share capital of the Company is below Rs.
10 crore and Net Worth of the Company has not exceeded Rs.25 crore, as on 31st
March, 2023 and hence Corporate Governance is not applicable to the Company.
33. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such events
which if occurs will adversely affect either / or, value to shareholders, ability of
company to achieve objectives, ability to implement business strategies, the manner in
which the company operates and reputation as "Risks". Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed
exercise is carried out to identify, evaluate, manage and monitoring all the three types
of risks.
34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. During the year under review, the company retained external
audit firm to review its existing internal control system with a view of tighten the same
and introduce system of self-certification by all the process owners to ensure that
internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the
Financial Statements during the year under review.
36. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of
fraud and mismanagement.
37. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on
record its sincere appreciation of the devoted efforts of all employees in advancing the
Companys vision and strategy to deliver good performance.
38. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
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 Remuneration Policy is stated in the Corporate Governance Report and is
also available on the Companys website at www.shabachemicalslimited.in.
39. CORPORATE GOVERNANCE
The paid-up share capital and net worth is below the prescribed limit for mandatory
applicability of Corporate Governance Report so the Company has decided not to opt for the
time being.
40. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31st March, 2023 and marked as "ANNEXURE-B"
41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
During the year conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, is nil.
42. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year as on 31st March, 2023 and
the date of Directors Report.
43. PARTICULARS OF EMPLOYEES:
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- C" 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.
44. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under.
During the financial year 2022-23, the company has not received any complaints on
sexual harassment and hence no complaints remain pending as of March 31, 2023.
45. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the
Institute of Company secretaries of India relating to ‘Meetings of the Board of
Directors and General Meetings and ‘Report of the Board of Directors respectively,
have been duly followed by the Company.
46. PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation,
2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated
and adopted a new code for Prevention of Insider Trading.
The New Code viz. "Code of Internal Procedures and Conduct for regulating,
Monitoring and reporting of Trading by Insiders" and "Code of Practices and
Procedures for fair Disclosure of Unpublished price Sensitive Information" has been
framed and adopted. The Code requires pre-clearance for dealing in the Companys shares
and prohibits purchase or sale of Company shares by the Directors and designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Company is Responsible for
implementation of the Code.
47. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
|
By Order of the Board of Directors |
|
For Satiate Agri Limited |
|
(Formerly known as Shaba Chemicals Limited) |
|
Sd/- |
| Place: Indore |
Utpalbhai Raval |
| Date: 14/08/2023 |
Director |
|
DIN: 08498407 |
Registered Office:
101, Rajani Bhawan 569/2,
M. G. Road, Indore-452001 Madhya Pradesh CIN: L24111MP1986PLC003741 Email: shabachemicals@gmail.com
Website: www.shabachemicalslimited.in
+91-9892691696
