To, The Members,
SOBHAGYA MERCANTILE LIMITED.
The Board of Directors hereby present the report of the business and operations of your
Company (‘the Company or ‘Sobhagya) along with the audited financial
statements for the financial year ended March 31, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The highlights of the standalone performance of the Company during the fiscal are given
hereunder:
| Particulars |
2022-23 |
2021-22 |
| Total Income |
11,208.01 |
7161.89 |
| Less: Total Expenditure |
9768.55 |
5856.68 |
| Profit/(Loss) before tax |
1439.46 |
1305.22 |
| Less: Tax Expenses |
366.70 |
209.28 |
| Profit/(Loss) after tax |
1072.76 |
1095.94 |
| Add: Other comprehensive Income, net of income Tax |
(0.52) |
1.91 |
| Profit/Loss and other Comprehensive income during the year |
1072.24 |
1097.84 |
2. OVERVIEW & STATE OF THE COMPANYS
AFFAIRS:
During the year under review, the Company has recorded an income of Rs. 11,208.01 Lakhs
and Profit of Rs. 1072.24 Lakhs as against the income of Rs. 7161.89 Lakhs and
profit of Rs. 1097.84 Lakhs in the previous financial year ending 31.03.2022.
The Company is looking forward for good profit margins in near future.
3. DIVIDEND:
The Company has earned profit ofRs. 1072.24 lakhs in the financial year 2022-23. The
Board of directors decided to plough back the profit in the operations of the company. The
Board therefore does not recommend any dividend on equity capital for the financial year
2022-23.
4. TRANSFER TO RESERVES:
Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has
not transferred any amount to reserves of the company during the year under review.
5. MATERIAL CHANGES & COMMITMENT
AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the period under review, following are the material changes and commitments
affecting th financial position occurred between the end of the financial year and the
date of this report: -
1. The Board of directors of the Company has approved the raising of funds, through the
issuance of equity shares of the Company (the "Equity Shares") for an amount not
exceeding Rs. 25 (Twenty-five) crores by way of a rights issue to the eligible equity
shareholders of the Company as on the record date (to be determined and notified
subsequently), in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Companies Act, 2013 and other applicable laws, as amended from time to time, at
such price and on such terms and conditions as may be decided by the Board or a duly
constituted committee of the Board in accordance with applicable laws, subject to receipt
of necessary approvals, as may be required in their meeting held on Saturday, 12th August,
2023.
2. The Board of Directors of the Company has approved the proposal for setting up of
steel plant at Gadchiroli District Maharashtra, in their of the Companyhavebeen meeting
held on Saturday, 12 August, 2023.
6. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and companys
operations in future.
7. TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and
Education and Protection Fund for the financial year ended 31st March 2023.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of Business during the year under review.
10. DEPOSITS FROM PUBLIC:
Your Company has not accepted any deposits from public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet. Pursuant to the Ministry of Corporate Affairs (MCA) notification dated
22 nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the
Company is required to file with the Registrar of Companies (ROC) requisite returns in
Form DPT-3 for outstanding receipt of money/ loan by the Company, which is not considered
as deposits.
The Company would be complying with this requirement within the prescribed timelines.
11. SUBSIDIARY COMPANIES:
Your Company has no subsidiaries as on March 31, 2023.
12. SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:
The Company has a Nomination and Remuneration Committee ("NRC") which is
responsible for developing competency requirements for the Board, based on the industry
and strategy of the Company. The Board composition analysis reflects an in-depth
understanding of the Company, including its strategies, environment, operations, and
financial condition and compliance requirements.
The NRC makes recommendations to the Board in regard to appointment of new Directors
and Key Managerial Personnel ("KMP") and senior management. The role of the NRC
encompasses conducting a gap analysis to refresh the Board on a periodic basis, including
each time a Directors appointment or re-appointment is required. The NRC is also
responsible for reviewing the profiles of potential candidates vis-a-vis the required
competencies; undertake a reference and due diligence and meeting of potential candidates
prior to making recommendations of their nomination to the Board.
specific Theappointeeisalsobriefedaboutthe requirements for the position including
expert knowledge expected at the time of appointment.
13. CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes - Apart from the duties of
Directors as prescribed in the Act the Directors are expected to demonstrate high
standards of ethical behaviour, communication skills and independent judgment. The
Directors are also expected to abide by the respective Code of Conduct as applicable to
them.
Independence - A Director will be considered independent if he / she meets the
criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and
Regulation 16(1)(b) of the
Listing Regulations.
14. INDEPENDENT DIRECTORS FAMILIARIZATION
PROGRAMMES:
The familiarization program aims to provide the
Independent Directors with the scenario within the Companies Business Activity, the
socioeconomic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant development so as to
enable them to take well-informed decisions in timely manner. The familiarization
programme also seeks to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes.
The policy on Companys familiarization programme for Independent Directors is hosted
on your Companys website and its web link is www.sobhagyaltd.com.
15. PERFORMANCE EVALUATION:
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and under
Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; the Board of Directors has undertaken an annual evaluation of its own
performance, performance of its various Committees and individual Directors.
16. MANAGERIAL REMUNERATION AND
PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with Rule 5 (1) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is furnished in Annexure II and annexed to the Directors Report.
Particulars of employees drawing remuneration in excess of limits prescribed under
Section 197 of the Act read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
There are no employees drawing remuneration exceeding Rupees One crore and two Lakhs
per annum if employed throughout the financial year or Rupees Eight Lakh and Fifty
Thousand per month if employed for part of the financial year or draws remuneration in
excess of 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.
17. NUMBER OF BOARD MEETINGS:
During the year, ten (10) meetings of the
Board of Directors of the Company were held on 22/04/2022, 30/05/2022, 20/08/2022,
05/09/2022, 01/11/2022, 14/11/2022, 22/11/2022, 20/01/2023, 14/02/2023 and 13/03/2023.The
details of the meetings are furnished in the Corporate Governance Report which is attached
to this Report.
18. COMMITTEES OF THE BOARD:
Currently, the Board has four Committees namely, Audit Committee, Nomination and
Remuneration
Committee, Stakeholder Relationship Committee and Corporate Social Responsibility
Committee.
A detailed note on composition of the Board and its committee is provided in the
Corporate Governance Report attached to this report.
19. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
Mr. Niresh Maheshwari was appointed as an Independent Director of the Company for a
term of 5 years with effect from 20th August, 2022.
Mrs. Sonal Kirtikumar Bhangdiya, Director retires by rotation at the ensuing AGM and
being eligible, offers herself for re-appointment.
During the Year under review, there was no appointment of Key Managerial Personnel
(KMP).
20. STATUTORY AUDITORS:
M/s. Joshi & Shah, Chartered Accountants, Mumbai (Firm Registration No. 144627W)
were appointed as Statutory Auditor of your Company in 36th Annual General
Meeting to hold office until the conclusion of the 41st Annual General Meeting.
The report given by the Auditors on the financial statements of the Company is a part
of the Annual Report.
The Auditors have not expressed a qualifiedopinion in their Audit Report for Financial
Year ended 31st March, 2023.
The Statutory Auditor of the Company has not reported any instances of fraud as
specifiedunder Section 143(12) of the Companies Act, 2013.
21. INTERNAL AUDITORS:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; M/s. Ashish Mittal & Associates,
Chartered Accountants (Firm Registration No.
019185C) were appointed as Internal Auditors of the Company for the Financial Year
2022-23.
Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board.
22. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit
Committee, the Board of Directors had appointed M/s. Parag
Dasarwar, Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of
the Company for financial year 2022-23.
23. AUDIT REPORTS:
Explanations or comments by the Board on every qualification, reservation or adverse
remark disclaimer made, if any
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for the
financial year ended March 31, 2023 and has noted that the same does not have financial
year 2022-23 is as annexed hereto. any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the existing system and procedures to
meet all kinds of challenges and growth in the market expected in view of the rapid global
challenges.
The Auditors Report annexed with this Annual Report, doesnotcontainanyqualification,
reservation or adverse remarks.
(b) Secretarial Audit Report:
The Secretarial Audit was carried out by M/s. Parag Dasarwar, Practicing Company
Secretary, for the financial year ended March 31, 2023. The Report given by the
Secretarial Auditor is annexed herewith as Annexure III and forms integral part of this
Report.
24. NO FRAUDS REPORTED BY STATUTORY
AUDITORS:
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act, 2013.
25. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder and Rule 8 of the Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out
Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
26. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
Management Discussion and Analysis Report for the
27. RISK MANAGEMENT POLICY:
The Board of Directors has developed risk management policy so as to identify elements
of risk in different areas of operations and to take necessary actions to mitigate the
risks. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continual basis.
28. CORPORATE GOVERNANCE:
During the Year under review, pursuant to the Provisions of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance is applicable to the company since the net worth of the company
exceeds Rs. 25 crores for F.Y. 2022-23.
A Report on Corporate Governance along with certificate from Practicing Company
Secretary confirming the Compliance of the condition of Corporate Governance as stipulated
in the Listing Regulations, 2015 is annexed and forms an integral part of this Annual
report.
29. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING:
In compliance with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has
formulated and adopted the revised ‘Code of Conduct to regulate, monitor and report
trading by designated persons in Listed or Proposed to be Listed Securities of the
Company. The object of the Code is to set up framework, rules and procedures to be
followed, and disclosures to be made while dealing with shares of the Company. The code
has been formulated to protect the interest of shareholders at large and to prevent misuse
of any unpublished price sensitive information (‘UPSI) and to prevent any insider
trading activity by dealing in shares of the Company by its Directors, Designated Persons,
Employees and their immediate relatives and to maintain the highest ethical standards of
dealing in Company securities.
The Company has also adopted the Code of
Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information in line with the SEBI (Prohibition of Insider
Trading) Amendment Regulations, 2018 and Policy and procedure for Inquiry into leak or
suspected leak of UPSI. Code of conduct for the prevention of insider trading is available
on the Companys website www.sobhagyaltd.com.
30. ANNUAL RETURN:
The Annual Return pursuant to the provision of Section 92 of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be
available on the website of the Company at www.sobhagyaltd.com.
31. AUTHORISED AND PAID-UP CAPITAL OF
THE COMPANY:
During the year under review, the authorized capital of the company is Rs.
5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares
of Rs. 10/- (Rupees Ten only) each and paid-up capital of the Company is
Rs. 24,00,000/- (Rupees Twenty-four Lakhs only) divided into 2,40,000 equity shares of
Rs. 10/- each.
32. DECLARATION OF INDEPENDENCE:
The Company has received declarations from all the Independent Directors of the Company
under section 149(7) of the Companies Act, 2013, confirming that they meet with criteria
of independence as prescribed both under subsection (6) of Section 149 of the Companies
Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.
33. POLICY ON DIRECTORS APPOINTMENT
AND REMUNERATION AND OTHER DETAILS:
The Board Governance, Nomination &
Remuneration Committee has framed a policy for selection and appointment of Directors
including determining qualifications and independence a Director, Key Managerial Personnel
(KMP), senior management personnel and their remuneration as part of its charter and other
matters provided under Section 178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration
policy of the Company which lays down the criteria for positive determining
qualifications, attributes and independence for appointment of
Directors and policies of the Company relating to remuneration of Directors, KMP and
other employees is available on the Companys website at www.sobhagyaltd.com.
34. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March
2023, the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on 31 March 2023 and the profit of
the Company for the financial year ended 31 March 2023;
c) 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) the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.
35. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:
The Company has adopted Whistle Blower policy/ Vigil Mechanism. The details of
establishment of such mechanism are disclosed on the website of the Company at
www.sobhagyaltd.com.
36. EMPLOYEE STOCK OPTION SCHEME:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.
37. CORPORATE SOCIAL RESPONSIBILITY:
Since, the company has earned a net profit of Rs.5 crore or more during financial year
2022-2023, hence Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is applicable for F.Y. 2022-2023 and the company will comply with the same
as per CSR policy and
Section135 of the Companies Act, 2013.
The brief outline of the Corporate Social Responsibility ("CSR") Policy of
the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out as Annexure IV to this report in the format prescribed in the Companies
(CSR Policy) Rules, 2014. For other details regarding the CSR Committee, refer to the
Corporate Governance Report, which is a part of this report. The policy is available on
the website of the Company.
38. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards issued by The Institute of
Company
Secretaries of India on Meetings of the Board of
Directors and General Meetings.
39. INSURANCE:
The properties and assets of your Company are adequately insured.
40. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The details of loans, guarantee and investment, if any, made under Section 186 of the
Companies Act, 2013 are provided in the financial statements attached to this report.
41. INTERNAL FINANCIAL CONTROL SYSTEMS:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting defined
standards.complianceofethicalandwell-The Company follows an exhaustive budgetary control
and standard costing system. Moreover, the management team regularly meets to monitor
goals and results and scrutinizes reasons for deviations in order to take necessary
corrective steps. The Audit Committee which meets at regular intervals also reviews the
internal control systems with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews them regularly.
42. RELATED PARTY TRANSACTIONS:
All related party transactions that are entered into during the financial year are on
arms length basis and in the ordinary course of business. Approval of Audit Committee is
obtained for Related Party Transactions. The Related Party transactions effected during
the financial year are disclosed in the notes to the Financial Statement.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- I to this
report.
43. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:
The Company has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual
Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made
thereunder. A Committee has been set up to redress complaints received regarding Sexual
harassments. During the year under review, there were no Complaints pertaining to sexual
harassment.
44. THE DETAILS OF THE DIFFERENCE BETWEEN
THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has not undertaken
any one-time settlement with the banks or financial institutions.
45. THE DETAILS OF AN APPLICATION MADE
OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE
YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.
As on the date of this Report, Company has no proceedings pending cases under the
Insolvency and Bankruptcy Code, 2016.
46. GREEN INITIATIVE:
In the line with the ‘Green initiative, the Company has affected electronic
delivery of the Annual Report 2022- 23 are sent to all members whose email addresses are
registered with Depository
Participants/ M/s Purva Sharegistry (I) Private Limited (Companys Registrar and Share
Transfer Agent). Your Company would encourage other Members also to register themselves
for receiving
Annual Report in electronic form.
47. OTHER DISCLOSURES:
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:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
48. APPRECIATION & ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Directors also thanks the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other "financial institutions and shareholders of the Company
like SEBI, BSE, NSDL, and etc. for their continued support for the growth of the Company.
|
For and on behalf of the Board of |
|
Sobhagya Mercantile Limited |
|
Sd/- |
Sd/- |
|
Shrikant Bhangdiya |
Sonal Bhangdiya |
| Place: Nagpur |
Managing Director |
Director |
| Date: 02nd September, 2023 |
(DIN: 02628216) |
(DIN: 03416775) |
+91-9892691696
