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Moneycontrol

Budget 2022

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Associate Partners

Kotak Mutual Fund
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Saptarishi Agro Industries Ltd.

BSE: 519238 | NSE: | Series: NA | ISIN: INE233P01017 | SECTOR: Food Processing

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Annual Report

For Year :
2018 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

To,

The Shareholders,

SAPTARISHI AGRO INDUSTRIES LIMITED

The Directors are pleased to present the 26th Annual Report on the affairs of the Company along with the Audited Financial Statements and Auditor’s Report for the year ended on March 31, 2018.

1. Financial Highlights:

Highlights of Financial Results for the year are as under. (Amount in Rs.)

Sr.

Particulars

Standalone

No.

March 31, 2018

March 31, 2017

1

Sales

6,61,65,000

7,74,000

2

Operating & Other Income

8,34,810

14,38,195

3

Total Revenue

6,70,00,219

22,12,195

4

Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBIDTA)

(5,67,684)

2,83,210

5

Interest and Financial Cost

5244

5,108

6

Depreciation and Amortization

35,52,892

37,14,790

7

Exceptional items

0

12,49,136

8

Extraordinary Items

0

2,52,542

9

Profit / (Loss) Before Taxation (PBT)

(41,25,820)

(49,38,366)

10

Tax Expenses

0

0

10

Profit / (Loss) After Taxation (PAT)

(41,25,820)

(49,38,366)

*Figures are rounded off

2. Issue of Equity Shares:

The Paid-up Equity Share Capital of the Company as on 31st March, 2018 is Rs. 34,02,20,420/- comprising of 34,02,20,42 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

3. Dividend:

Looking to the current financial and resources of the company, your director has not recommended any dividend on shares of the company.

4. Transfer to General Reserves:

Looking to the losses no amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

5. Website:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company has maintained a functional website namely “http://www.saptarishiagro.com/“ containing basic information about the Company. eg. details of business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

6. Board of Directors and Key Managerial Personnel:

Directors:

The Board places on records its deep appreciation of the valuable services rendered as well as guidance provided by the directors during the year.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been change in the position of Board of Directors as on March 31, 2018 is as follows:

DIN/DPID/ PAN

FULL NAME

DESIGNATION

DATE OF APPOINTMENT

02517567

Krunal Ravjibhai Patel

Chairman

02/08/2017

02721107

Rushabh Ravjibhai Patel

Managing Director

02/08/2017

00310385

Ravjibhai Nagarbhai Patel

Director and CFO

02/08/2017

02632656

Indiraben Ravjibhai Patel

Woman Director

13/11/2017

00577625

Arvind Kalra

Director

29/08/2003

00182214

Bangaru Ramakrishnan

Nominee Director

30/07/2005

02526495

Rajendra Prasad Tewari

Independent Director

28/06/1994

07684123

Devendrakumar Harilal Patel

Independent Director

13/11/2017

07927616

Bipin Javanlal Parekh

Independent Director

13/11/2017

00387060

Janayash Nareshbhai Desai

Independent Director

13/11/2017

The Board consists of ten members as on March 31, 2018, three of them are Non-Executive and Non-Independent Directors, One of them is Nominee Director, two of them are Executive Director and remaining four are Independent Directors.

Mrs. Indiraben Patel, Mr. Devendra Patel and Mr. Bipin Parekh were appointed as an Additional Director(Category-Non Executive) by the Board at its meeting held on 13th November, 2017.

Mr. Ravjibhai Patel, Chief Financial Officer and Mr. Chetan Solanki, Company Secretary of the Company are the Key Managerial Personnel at the 31st March, 2018 as per the provisions of the Companies Act, 2013 and are holding office after the commencement of the Companies Act, 2013.

Mr. Ravjibhai Patel, Chief Financial Officer and Mr. Chetan Solanki, Company Secretary was appointed on 29th January, 2018.

7. Number of Board Meetings:

The Board met Four times during the Financial Year 2017-18 under review. The details of board meeting and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

8. Independent Directors’s Meeting:

The Independent Directors met without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors and assessed the quality and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

9. Human Resource Development:

The Company continued to make significant progress on strengthening HR Processes and practices to build organization for current as well as future sustainability during the year. The Company focuses on providing individual development and growth in a professional work culture that ensures high performance. The Company has concentrated on enhancing capability of employees that ultimately helps achieving better standards of operations.

10. Adequacy of Internal Control System:

The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.

11. Corporate Social Responsibility Committee, Policy and Initiatives taken during the year and reasons for not spending the money:

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount.

The company is not covered under section 135 of the companies Act 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not attached herewith.

12. Subsidiary, Joint-venture and Associate Companies:

The Company does not have any subsidiary, Joint Venture or Associate Company.

13. Deposits:

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year.

14. Auditors:

Statutory Auditors

Pursuant to the provision of Section 139 of the Companies Act,2013 read with rules made thereunder, M/s Mayur Shah and Associates, Chartered Accounts, (Firm Registration No. 106125W), were appointed as statutory Auditor of the Company to hold office till conclusion of the 31st Annual General Meeting(AGM) of the Company to held in the year 2023.

Cost Auditors

Pursuant to the Companies (Cost records and Audit) Rules, 2014, maintaining the cost records, and Appointment of Cost Auditor is not applicable to our Company.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, Mr. Chirag Shah, Chirag Shah & Associates, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed to this report.

15. Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulation and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

16. Management Discussion And Analysis Report:

Your attention is drawn to the perception and business outlook of your management for your Company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report, as required under Regulations 34 of the SEBI (LODR) Regulations, 2015 with the Stock Exchange is attached and forms part of this Directors’ Report Annexure A.

17. Auditors’ Report::

Statutory Auditors:

The Auditors’ Report contains qualifications, reservations or adverse remarks mentioned blow.

Qualification 1

During the audit process, it was found that there are certain cash expenses which are not backed by supporting vouchers and/or bills particularly for the period from 01/04/2017 to 30/09/2017 and this raises issue of genuineness of expenses incurred during this period.

Management’s Views on Qualification 1

While going through the audit process it was found that there are certain cash expenses which do not have any voucher support or bills etc for confirmation of expense more particularly these expenses, relates to the period from 01/04/2017 to 30/09/2017 where ex-management was in charge. However, considering nature of expenses and amounts, the Committee believe them to be real expenses and recommended the Board to approve the same.

Qualification 2

During the audit process, it was also observed that, there are differences in closing balances as on 31/03/2017 of certain accounts and corresponding opening balances as on 01/04/2017 in the books of the company which are yet to be reconciled and/or explained by the management.

Management’s Views on Qualification 2

There is one bank account in the books but there is no information about the location of the Branch. Therefore, the company could not obtain the statement. There are some ledgers in which opening balance differences have been observed and the company and the new management is in process of its reconciliation.

18. Particulars of Loans, Guarantees and Investments:

There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. Accordingly disclosure to be provided in AOC-2 is not enclosed.

19. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

b) That such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements are prepared on a going concern basis;

e) That proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. Familiarization Program for Independent Directors:

The Directors were introduced to all the Board members and the senior management personnel as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director.

21. Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board &committees, exercise & competencies, performance of specific duties & obligation, contribution at the meeting and otherwise, independent judgment governance issues etc.

22. Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The Whistle Blower Policy/Vigil Mechanism is available on the website of the Company.

23. Related Party Disclosure:

All the Related Party Transactions entered into during the financial year were on arm’s length basis and were in ordinary course of business. The Company has not entered into any transactions with Related Parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Thus, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

24. Corporate Governance:

The Company is committed to the adoption of best Corporate Governance practices and the management is of the view that a good Corporate Governance policy is one which results in the control of the Company in a regular manner, which makes management transparent, ethical, accountable and fair resulting in enhanced shareholders’ value. The management is pleased to provide detailed disclosures of specific matters forming part of guidelines for Corporate Governance. The said report forms part of this report Annexure B.

26. Extracts of Annual Return:

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the Extract of Annual Return in Form No. MGT 9 forms part of this report Annexure C.

27. Disclosure Requirements:

As per SEBI Listing Regulations, Corporate Governance Report with Certificate thereon and Management Discussion and Analysis are attached, which forms part of this report as an annexure.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo:

There is no production during the year therefore no use of energy and technology. During the year company has not any foreign earning or outgo.

29. Particular of Employees:

The ratio of remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report.

The details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 there is no employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year and no employee has salary above Rs. 1 Crore 2 lacs per annum or employed in part of the financial year with average salary above Rs. 8.5 lacs per month.

30. Acknowledgements:

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by Directors and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and all other well wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

For & By order of the Board,

Saptarishi Agro Industries Limited

Krunal Patel

Date : 13 August, 2018 Chairman

Place : Ahmedabad DIN: 02517567

Director’s Report