Shreeji Global FMCG Ltd Directors Report

To,

The Members of

SHREEJI AGRI COMMODITY PRIVATE LIMITED

THE SPIRE, OFFICE NO. 1205,150 FEET RING ROAD, NEAR AYODHYA CIRCLE
RAJKOT - 360006 GUJARAT

Your directors have pleasure in presenting the 7™ Annual Report of your Company together with the
Audited Statement of Accounts and the Auditors Report of your company for the financial year
ended, 31st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

Particulars		Current year	Previous Year
Revenue from Operations		5882255428.91	4672885505.63
Other Income		23649009.65	33450007.54
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense		5905904438.56	4706335513.17
Less: Depreciation/ Amortization/ Impairment		44776436.04	77433742.45
Profit/loss before Finance Costs, Exceptional items and Tax Expense		5861128002.52	4628901770.72
Less: Finance Costs		29693683.60	729883.50
Less: Other Operating & Non-Operating Expenses		5758901637.22	4600186632.96
Profit /loss before Exceptional items and Tax Expense		72532681.70	27985254.26
Add/(less): Exceptional items		0.00	0.00
Profit /loss before Tax Expense		72532681.70	27985254.26
Less: Tax Expense	Current Tax	19929268.00	7251983.00
	Deferred Tax	448562.00	-162404.00
Profit /loss for the year (1)		52154851.70	20895675.26

The Management please to inform that in present year the figures of sales and profit have taken an
upward movement. The sales are increased from approx. 467.00 Crore to 588.00 Crore which shows
almost 25 % increase. With increase in turnover, the expense is also increased however the
proportion of increase of expenses is very less, due to which the company reported profit of 5.21
crore which is almost double than previous year. The management are very positive for future growth
of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013

For the financial year ended 31st March, 2024, the Company had not transferred any sum to Reserve
Account. Therefore, your Company remained the balance of profit to Surplus Account.

FINAL DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has
decided that it would be prudent, not to recommend any Dividend for the year under review.

STATE OF COMPANYS AFFAIRS

i Segment-wise position of business and its operations	The Company is engaged in only one segment i.e dealing with agriculture Commodity. The financial parameter is provided in the financial summary and highlights.
ii Change in status of the company	NA
iii Key business developments	NA
iv Change in the financial year	NA
v Capital expenditure programmes	No specific capital expenditure programme is followed by the Company. However, all capital expense are approved by the board of Director in its meeting. During the year the company has constructed building and added machinery worth and installed solar plant worth approx. Rs. 3.00 Core during the year
vi Details and status of acquisition, merger, expansion, modernization and diversification	NA
vii Developments, acquisition and assignment of material Intellectual Property Rights	NA
viii Any other material event having an impact on the affairs of the company	NA

COMMENCEMENT OF ANY NEW BUSINESS

During the financial year under review no new business commenced by the company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial statements
relate and the date of this Report.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statement or Annual report has been revised during Financial Year ended
on 31^st March 2024 or for any of the three Preceding financial year.

SHARE CAPITAL STRUCTURE OF THE COMPANY:

a) Authorized Capital:

Rs. 60000000/- (Rs. Six Crore Only) divided into 6000000 Equity Shares of Rs. 10 /- each.

b) Issued Capital:

Rs. 57000000/- (Rs. Five Crore Seventy Lacs Only) divided into 5700000 Equity Shares of Rs.
10 /- par value and 10/- per premium.

c) Subscribed and Paid-up Capital:

Rs. 57000000/- (Rs. Five Crore Seventy Lacs Only) divided into 5700000 Equity Shares of Rs.
10 /- par value and 10/- per premium.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF),

BOARD OF DIRECTORS

The board of directors of the company duly constituted and Mr. Vivek Kakkad was appointed as an
Executive Director w.e.f 03^rd June 2023.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER
SECTION 149(6)

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to
our Company.

COMPOSITION OF AUDIT COMMITTEE

The provision of section 177 relating to Audit committee is not applicable on the company.
CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee
are not applicable to the Company and hence the Company has not devised any policy relating to
appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive
attributes, independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

SN Date of Meeting	Board Strength	No. of Directors Present
1 17/04/2023	2	2
2 12/05/2023	2	2
3 23/05/2023	2	2
4 13/07/2023	3	3
5 05/09/2023	3	3
6 16/10/2023	3	3
7 21/11/2023	3	3
8 30/11/2023	3	3
9 04/01/2024	3	3
10 01/02/2024	3	3
11 03/02/2024	3	3
12 01/03/2024	3	3
13 14/03/2024	3	3
14 22/03/2024	3	3

PARTICULARS OF EMPLOYEES

Provision related to the particulars of the employees employed by the company falling within Section
197 read with Rule 5 of the Corripanies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not applicable^Jhe Company. ^

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN Name of Director	Board Meeting			Committee Meeting			AGM LAST
	No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1 DHRUTI JITENDRA KAKKAD	14	14	100.00				Y
2 JITENDRA TULSHIDAS KAKKAD	14	14	100.00				Y
3 VIVEK TULSHIDAS KAKKAD	11	11	100.00				Y

BOARD EVALUATION

The provision of section 134(3)(p) relating to board evaluation is not applicable on the company.
DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms 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 made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) Company being an unlisted company, the said para is not applicable.

(f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system
in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of
Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial
Controls with reference to the financial statements to be disclosed in the Boards report. To ensure
effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its
operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is
seriously taken by the management apd corrective actions ate/ taken immediately. Any
amendment is regularly updated by internal as well as external agriraes in the system.

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3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule
which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly
to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset
verification of assets is done on an annual basis. The audit reports for the above audits are
compiled and submitted to Board of Directors for review and necessary action.

REPORTING OF FRAUDS BY AUDITORS

For the Financial year ended on 31^st March 2024, the Statutory Auditor has not reported any
instances of frauds committed in the Company by its Officers or Employees.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

The company has not accepted deposits from public within the meaning of Section 73 of the
Companies Act, 2013.

However the company has taken unsecure loan from the Director and relative which is duly reflected
in Note No. 2.3 of the Financial Statement.

LOANS. GUARANTEES AND INVESTMENTS

The Company has not made / given / advanced any Loan, Guarantee and Investment during the
financial year covered under section 186 of the Companies Act, 2013.

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 business. There are materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have no potential conflict with the interest of the Company. Particulars
of Transactions with Related party with noted on accounts forming part of the Financial Statements.

Further all the necessary details of transaction entered with the related parties as defined under
Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached
herewith in form no. AOC-2 for your kind perusal and information.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to
constitution of Corporate Social Responsibility Committee.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 ar^pwvided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its branches. The Corporation usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipment;
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	NA
> the benefits derived like product improvement, cost reduction, product development or import substitution;	NA
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
> the expenditure incurred on Research and Development	NA

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the
Companys businesses. Risk management is a structured approach to manage uncertainty. A formal
enterprise wide approach to Risk Management is being adopted by the Company and key risks will
now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate
functions will embrace Risk Management Policy and Guidelines, and make use of these in their
decision making. Key business risks and their mitigation are considered in the annual/strategic
business plans and in periodic management reviews. The risk management process in our multi-
business, multi-site operations, over the period of time will become embedded into the Companys
business systems and processes, such that our responses to risks remain current and dynamic.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is not required to form such policy.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or Tribunals that could
impact the going concern statu&arfcJ operations of the company in future.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Sr. No.	Particulars	In Rs.
	01	Earning	5,53,06,899.77
	02	Outflow	10,88,01,226.86

STATUTORY AUDITORS AND THEIR REPORT

At the Annual General Meeting held on 30^th September 2023 PUNIT SODHA & ASSOCIATES
Chartered Accountants (FRN No. 120932W) was appointed as statutory auditors of the company to
hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2024. But
in F.Y. 2023-24 there is a casual vacancy and the Company appointed SCSSK & ASSOCIATES,
Chartered Accountants (FRN No. 134606W) for the conclusion of Next AGM held in 2024.

Now, At the Annual General Meeting to be held on 14^th August 2024 SCSSK & ASSOCIATES,
Chartered Accountants (FRN No. 134606W) who was appointed as statutory auditors of the company
to hold office till the conclusion of this Annual General Meeting was liable to vacate. Therefore the
Board is again recommended to appoint SCSSK & ASSOCIATES for the upcoming years also.

The Company has received certificate from the Auditors to the effect they are not disqualified to
continue as statutory auditors under the provisions of applicable laws.

Except remarks of using audit trail log software. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may
call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors
Report are self-explanatory. Some of the point was clarified by the Auditor which was self-explanatory
in nature and need not required any clarification.

As far as comment on using of audit tail log software, it is clarified that due to new use and due to
operational inconvenience, the company does not start to use the software till ending of financial year
ended on 31.03.2023. However management assure that in coming years it should be used in
maintaining account as per the law.

SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of
Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and
Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the
company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBCT ^—

No such process initiated during the period under review under the Insolvency and Bankruptcy Code
2016 (IBC)

IMPLEMENT ANY CORPORATE ACTION

All the corporate action taken during financial year ended on 31^st March 2024 and reporting for the
same with the concerned department has been completed within specified time limit.

ANNUAL RETURN

The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available
on Companys website ij^wMay^shreeiiaqri.corn for the kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all
areas of the business. The Company has a structured induction process at all locations and
management development programs to upgrade skills of managers. Objective appraisal systems
based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior
learning and organizational development. This is a part of our Corporate HR function and is a critical
pillar to support the organizations growth.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements
connected with occupational Health, Safety and Environment matters and provide a healthy and safe
work environment to all employees of the Company.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings of the Company.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and co-
operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and
others associated with the Company. The Directors also take this opportunity to thank all Clients,
Vendors, Banks, Government and Regulatory Authorities for their continued support.

For & on behalf of the Board of Directors

JITENDRA TULSHIDAS KAKKAD	VIVEK TULSHIDAS KAKKAD
DIN : 08020037	DIN : 08020044
(Managing Director)	(Director)

 

Date	15/07/2024
Place	Rajkot