Mar 31, 2018
To, The Members, Sanwaria Consumer Limited (Formerly known as Sanwaria Agro Oils Limited)
The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''SCL''), along with the audited financial statements, for the financial year ended March 31, 2018.
RESULTS OF OUR OPERATIONS
The Company''s financial performance for the year under review has been encouraging. Key aspects of Standalone Financial Performance of SCL for the current financial year 2017-18 along with the previous financial year 2016-17 are tabulated below
Rs in Lakhs
Particulars |
For the year ended March 31, 2018 |
For the year ended March 31, 2017 |
Total Income |
5,06,657.78 |
3,52,618.69 |
Profit Before Depreciation, Interest and Tax |
12,452.94 |
12,433.55 |
Less: Depreciation & Amortization expenses |
802.76 |
727.26 |
Less: Finance cost |
7,439.67 |
6,690.54 |
Profit before Taxation and Exceptional Items |
11,650.17 |
4977.77 |
Less: Extraordinary and Exceptional Item |
- |
- |
Profit before Taxation |
11,650.17 |
4977.77 |
Less: Provision for Tax for Current Year |
3,361.04 |
663.83 |
Less: Provision for deferred Tax |
(100.97) |
(45.44) |
Profit for the period |
8,390.1 |
4,359.38 |
Other Comprehensive Income |
261.50 |
37.98 |
Profit After Tax |
8,651.60 |
4397.36 |
Dividend |
0% |
15% |
Transferred to Reserves |
52,052.04 |
37,745.39 |
Shareholders'' Fund |
59,413.04 |
41,425.89 |
Earnings Per Share (EPS)(1) & (2) |
||
i) Basic |
1.15 |
1.23 |
ii) Diluted |
1.14 |
1.23 |
Notes:1) Equity shares are at par value of Rs. 1.00 per share.
2) Earnings per share has been reduced as the Company has issued Bonus Shares in the ratio of 1:1 on 05th July 2017
FINANCIAL REVIEW
During the year under review, there has been substantial improvement in the overall performance of the Company.
- The total income of the SCL increased to Rs. 5,06,657.78 Lakhs from Rs. 3,52,580.71 Lakhs in the previous year, at a growth rate of 43.91 %
- PAT of the SCL was Rs. 8,651.61 Lakhs against Rs. 4,397.36 Lakhs in the previous year which increased substantially at the growth rate of 96.75%
- Net Worth of the Company increased by 43.42% to Rs. 59,413.04 Lakhs as against Rs. 41,425.89 Lakhs in the PY 2016-17.
- Market Capitalization increase by 391.6 % to Rs. 1449.38 Crores as against Rs.294.77 Crores in the PY.
- Earnings per Share of the Company increased to Rs. 1.15 per shares as against Rs. 0.59 in the previous year, at the growth rate of Rs. 94.9%
Increase in overall performance of the SCL can be attributed to increase in sales, economy of scale and aggressive in marketing strategy. During the year, the Company launched pulses, spices, poha and sugar under the brand name of "Sanwaria" and expanded the product portfolio to 25 products taking a step ahead to the FMCG Sector and establishing the brand name among other competitors. Besides India, we are constantly working on strengthening our brands in the overseas market.
PERFORMANCE OF BUSINESSES
Your Company delivered yet another year of resilient performance, aided by healthy marketing and trade investments, exciting innovations, stepped up market development and sharper in-market execution. Your Company continued to leverage and benefit from the inputs received across various aspects of the business, including technology, innovation, services and marketing mix that enabled your Company to launch several new offerings to serve the needs of consumers. The year began with a sharp upturn in the commodity cycle with crude and vegetable oil prices rising significantly whilst the market continued to remain volatile. Your Company had proactively passed on the benefits of lower commodity costs to the consumers when the commodity prices were deflationary last year. During the year, your Company had to take calibrated price increases as commodity prices increased sharply. To fuel growth, your Company continued to deploy effective cost saving programmes. These savings not only aid in deploying investments to build brands and capa- bilities but also help the Company in delivering its profit objective. During the year, an extensive review of the business under the ''Zero Based Budgeting'' project was conducted and your Company has crafted some well-considered plans to further drive operating efficiencies in the coming years.
DIVIDEND
The Board of Directors had decided to deploy the funds in the growth, expansion and reducing the debt burden of the Company which will continue to shape a better and secure future for its stakeholders, investors and shareholders of the Company. As such, the amount retained will be utilised for securing the long-term growth objectives of the business. With this in mind, the Company shall strive to declare a steady stream of dividends to the shareholders that is in their best long-term interest.
RESERVES
The Board has recommended transferring of Rs. 78,76,75,416/- to Surplus in statement of Profit & Loss. SHARE CAPITAL
The Authorised Capital of the Company is Rs. 78,00,00,000 consisting of 76,00,00,000 Equity Shares of face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 73,61,00,000 consisting of 73,61,00,000 Equity shares of face value of Rs. 1.00 each.
During the Financial Year under review, the Company in its Board Meeting held on May 22, 2017 recommended the bonus issue in the ratio of 1:1 (One Bonus Share for every one Equity Shares held) and the Company''s Authorised capital was increased to Rs. 78,00,00,000 consisting of 76,00,00,000 Equity Shares of face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 73,61,00,000 consisting of 73,61,00,000 Equity shares of face value of Rs. 1.00 each.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
The Company has widened up the scope of its business from the Commodity based to FMCG Sector due to change in the revenue mix of the Company. Erstwhile, the Company was engaged in the production and selling of Soya Meal, Refined Oil and Crude Oil. Now the SCL revenue from operations include basmati rice, pulses, poha, sugar, soya chunks, wheat flour and other food grains products including soya meal and edible oil.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2017-18.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
QUALITY & BRANDING
The "SANWARIA" brand is a key intangible asset of the Company. In addition the Company owns other brand names including "SULABH", "SANWARIA SETH" and "NARMADA". While sustaining existing brand names; SCL has added "NASHIRA" as its new brand name for basmati rice to reach put the customers in the gulf countries and mark the presence in the international market. The existing and future brands of SCL can be leveraged to enter new markets or to resist economic downturn successfully.
SCL thrusts upon the quality of products. The Company is ISO 9001 14001, 22000, Halal Certified, " Good Manufacturing Practice" (GMP) as per the norms laid down by WHO and has been certified by U.K. Certification and Inspection Limited, and Government Recognized Trading House by DGFT & now the company is aiming at the Star Trading House status.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
As on March 31, 2018, the Composition of Board of Directors of the Company included total of 11 (Eleven) directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors and 3 (Three) Executive Directors including the Chairman.
Re-appointment
Mr. Abhishek Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The detail of the Directors being eligible to be reappointed is set out in the in the explanatory statement to the notice of the ensuing Annual General Meeting.
Key Managerial Personnels
The Key Managerial Personnels (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Man agerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:
S. No. |
Name of KMP''s |
Designation |
1. |
Gulab Chand Agrawal |
Chairman & Whole Time Director |
2. |
Ashok Agrawal |
Whole Time Director |
3. |
Satish Agrawal |
Whole Time Director |
4. |
Anil Kumar Vishwakarma |
Chief Financial Officer |
5. |
#Komal Madhyani |
Company Secretary |
#Appointed as Company Secretary on July 16, 2018.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.
The Companies Act, 2013 not only mandates board and directors evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of independent directors by the entire board of directors.
The Independent Directors of the Company met separately without the presence of Non-Independent Directors and the members of management and reviewed, inter-alia, the performance of Non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.
In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every independent director''s performance during the year. Board members had submitted to Nomination and Remuneration Committee, their response on a scale from 5 (Excellent) to 1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Twenty Six Board Meetings and Four Audit Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
As on March 31, 2018; the Board has five committees:
- Audit Committee
- Nomination & Remuneration Committee
- Risk Management Committee
- Stakeholders relationship Committee
- Corporate Social Responsibility Committee
The details of all the Committees of the Board along with their charters, composition and meetings held du ring the year, are provided in the Corporate Governance Report which forms part of this Annual Report.
POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of SCL formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy is outlined below:
- To identify the persons who are qualified to become director and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees of SCL.
- To formulate the criteria for evaluation of Independent Director and the Board.
- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
- To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.
- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
- To develop a succession plan for the Board and to regularly review the plan.
- To assist the Board in fulfilling responsibilities.
- To implement and monitor policies and processes regarding principles of corporate governance. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPâS
A statement containing the details of the Remuneration of Directors and KMP''s as required under Section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as ''Annexure 2'' which forms part of this Annual Report. However, the Company has not paid any Managerial Remuneration for the financial year 2017-18 to any of its Whole-Time Directors and Non-Executive Director.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
SCL has two wholly owned Subsidiary Companies:
- Sanwaria Singapore Private Limited (Singapore);
- Sanwaria Energy Limited
During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company. The Board has reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013 and in accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.
Further, in accordance to the Section 136 of the Companies Act, 2013; the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection till the date of AGM during the business hours at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.
The statement containing the salient features relating to Subsidiary Company in the prescribed format in AOC-1 is appended as an annexure to this Report.
STATUTORY AUDITOR
M/s Khandelwal Kakani & Co.; Chartered Accountants (Firm Registration No.001311C) having their office at 8, Johri Palace, 1st Floor, 51 M.G. Road, Indore (M.P.) were appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 26th Annual General Meeting of the Company held on September 29, 2017 till the conclusion of 31st Annual General Meeting to be held in the year 2022.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Report given by the Auditors on the financial statements of the Company is part of the
Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
COST AUDITOR
As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee of SCL has recommended to the Board of Directors and the Board of Directors has approved the appointment of M/s MP Turakhia & Associates, Cost Accountants (Firm Registration no. 00417) having their office at 404, Shalimar Corporate Centre, South Tukoganj, Indore, M.P., as Cost Auditors, of the Company to conduct the Cost Audit Functions for the financial year 2018-19. As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting of the Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P.K. Rai & Associates, Practicing Company Secretaries, having their office atF-5/159, Smriti Complex, Zone II, M.P. Nagar, Bhopal M.P. to undertake the Secretarial Audit functions of the Company.
The Secretarial Audit Report submitted by M/s P.K. Rai & Associates in the prescribed form MR- 3 is attached as an ''Annexure'' which forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.
Your Company has appointed M/s. M/s Agrawal and Dhoot as the Internal Auditors of the Company to focus on review of business processes and suggest improvements as applicable. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Board.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
In addition; 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 Board''s report.
To ensure effective Internal Financial Controls the Company has laid down the following measures:
- All operations are executed through Standard Operating Procedures in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.
- The Company has a comprehensive risk management framework.
- The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).
- Compliance of secretarial functions is ensured by way of secretarial audit.
- Compliance relating to cost records of the company is ensured by way of cost audit.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called ''Vigil Mechanism (Whistle Blower Policy)'' for directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.
RISK MANAGEMENT
The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.
SIGNIFICANT AND MATERIAL ORDER
During the Financial Year 2017-18, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2015, or thereafter. In pursuance of the above notification, the Company, its subsidiaries and joint venture has adopted Ind AS with effect from 1st April, 2017. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.
Previous year figures are re-grouped or re-arrange wherever necessary after the adoption of Ind AS with effect from 1st April, 2017.
RATINGS
The Company received various ratings, which are as follows:
- SMERA Credit Ratings: In October 2017, "SMERA" has assigned BBB (pronounced as BBB plus) rating for Term Loan Facilities & Fund Based facilities and A2 (pronounced as A Two) for Non Fund Based Facilities
PERSONNEL
During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the details required under Section 197(12) are not required to be given.
CORPORATE GOVERNANCE
Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At SCL, the goal of Corporate Governance is to ensure fairness of every stakeholder. We believe sound corporate governance is critical to enhancing and retaining investor trust. We always seek to ensure that our performance is driven by integrity.
The Company has adopted the policies in line with new governance requirements including the
- Policy on Related Party Transactions
- Policy on Preservation of Documents of SCL.
- Policy on Determining Material Subsidiaries
- Policy for Determination of Materiality.
- Remuneration Policy
- Corporate Social Responsibility Policy
- Whistle Blower Policy (Vigil Mechanism)
- Code of Fair Disclosure
- Code of Conduct to Regulate, Monitor and Report Trading by Insiders.
- Code of Business Conduct and Ethics for the Board of Directors, Senior Management Personnel and Other Employees.
A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO/CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.
OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY
A detailed review of operations and performance and future outlook of the Company is given separately under the head ''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, is annexed and forms part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" , the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. The Company has not received any Complaints on Sexual Harassment during the year.
ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is set out hereunder:
1. ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION
Your Company is committed to continuously reduce energy consumption at its various units. The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace. Besides sustaining previous year initiatives, new measures were implemented during the year. Your Company has been striving to ensure environment friendly initiatives when implementing various projects on energy saving at its units. List of initiatives taken in this regard are as under:
- Synchronization of air compressor for optimum use of this resource
- Installation of temperature transmitter on the condenser''s inlet water temperature for optimum running of cooling tower fan.
- Reuse of Treated effluent
- By the recirculation of Boiler Bank''s and APH ash into the furnace which reduces the problem of un-burnt fuel and increasing the boiler efficiency.
- Use of energy efficient CFL and LED lamps in all plants.
- Recycling the Vacuum Pump cooling water.
- Usage of Natural Gas replacing Light Diesel Oil in Boiler
- Online monitoring of Boiler Efficiency.
- Re-circulation of cooling tower water.
- Installation of higher efficiency DG sets for uninterrupted power supply.
- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.
- Utilization of UPS and high voltage control stabilizers.
- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.
Benefits of above measures:
- Cost reduction due to decline in overall energy consumption.
- Improved productivity by 2%, through online monitoring of Boiler Efficiency.
- Sustained un-interrupted power supply facilitated in achieving production lean time.
- Curtailed wastage at each production stage.
- Enhanced operating margin through cost reduction.
- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.
- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.
Contents |
Company''s Consumption |
Electricity Consumption |
|
- Soya Unit |
51.49 |
- Rice Unit |
69.93 |
Coal Consumption |
|
- Soya Unit |
115.11 |
Rice Husk Consumption |
|
- Rice Unit |
177.83 |
The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption
2. RESEARCH AND DEVELOPMENT:
Your Company continues to pursue innovation and applied research as means to sustain its global leadership in a competitive environment. Following are the areas in which the R&D is being carried out by the Company in the Financial Year 2017-18:
i) Development, testing and specification setting of packaging materials.
ii) Formulation and evaluation of Agricultural inputs to enhance farm productivity, crop quality and for other such applications.
Benefits Derived as a result of above:
- Quality evaluation of finished products and raw materials
- Entering new market segments.
- Increased Productivity
- strategic resource management
- Product improvement
- Improved Quality
- Cost reduction
- Reduced Steam Consumption
- Safe Working Condition
- Healthy environment
- Manufacturing and Packaging Quality Enhanced Future plan of action
Your Company''s creative & innovation team will continue to work on energy efficient process like
- Reducing packaging weight / volume.
- Roll out of new range of differentiated products of international quality.
- Improvement of process and resource use efficiencies.
- Enlarge the scope of Agri-inputs options.
3. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
Technologies were successfully absorbed, resulting in a high production and new product development to meet existing and new customer requirements. Technology innovations were successfully implemented to increase production and reduce the consumption of raw material, energy and utilities
The Company has well-co-ordinated the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific re search based on hypothesis, testing and experimentation which leads to new / improved / alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. Your Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.
4. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has continued to maintain focus and avail of export opportunities based on economics considerations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
SCL believes sustained growth of business lies on triple bottom line that is growth of people around our operation, protection of environment where we operate and profit from our business. We understand wellbeing of the community around our business helps in growth of business and hence we value people around our operational locations and promote inclusive growth.
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Hari Krishan Agrawal, Chairman. The other members of the Committee are Mr. Hans Kumar Verma and Mr. Santosh Kumar Tiwari. The Company has not spend on CSR activity for the financial year 2017-18. The Company is exploring the probable areas so that the benefits of such an initiative can reach directly to the downtrodden and deprived people.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state thatâ
(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) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(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.
APPRECIATION
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thanks the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
For and on behalf of the Board of Directors
Sd/-
September 05, 2018
Bhopal Gulab Chand Agrawal
Chairman
DIN:00256621
Mar 31, 2017
To,
The Members,
Sanwaria Consumer Limited
(Formerly known as Sanwaria Agro Oils Limited)
The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''SCL''), along with the audited financial statements, for the financial year ended March 31, 2017.
RESULTS OF OUR OPERATIONS
Your Company''s financial performance for the year under review has been encouraging. Key aspects of Standalone Financial Performance of SCL for the current financial year 2016-17 along with the previous financial year 2015-16 are tabulated below:
Rs in Lakhs
Particulars |
For the year ended March 31, 2017 |
For the year ended March 31, 2016 |
Total Income |
3,52,618.69 |
2,70,721.23 |
Profit Before Depreciation, Interest and Tax |
12,433.55 |
11,885.92 |
Less: Depreciation & Amortization expenses |
727.26 |
793.11 |
Less: Finance cost |
6,690.54 |
7,100.56 |
Profit before Taxation and Exceptional Items |
5,015.75 |
3,992.25 |
Less: Extraordinary and Exceptional Item |
- |
1,841.63 |
Profit before Taxation |
5,015.75 |
2,150.62 |
Less: Provision for Tax for Current Year |
663.83 |
458.98 |
Less: Provision for deferred Tax |
(45.44) |
123.79 |
Profit after Taxation |
4,397.36 |
1,567.85 |
Effective Dividend for FY16-17(2) |
15% |
_ |
Transferred to Reserves |
37,523.90 |
28,548.03 |
Shareholders'' Fund |
41,204.40 |
37,028.53 |
Earnings Per Share (EPS)(1) |
||
i) Basic |
1.23 |
0.45 |
ii) Diluted |
1.23 |
0.45 |
Notes 1) Equity shares are at par value of Rs. 1.00 per share. 2) Interim Dividend declared at the rate of 5% and Final divided recommended at the rate of 5% post bonus issue in the ratio of 1:1 Thereby effective dividend rate for FY17 is 15%. .
FINANCIAL REVIEW
During the year under review, there has been substantial improvement in the overall performance of the Company.
â¦â¦â¦ The total income of the SCL increased to Rs. 3,52,618.69 Lakhs from Rs. 2,70,721.23 Lakhs in the previous year, at a growth rate of 30.25 %.
â¦â¦â¦ The Profit before Tax in the FY 2016-17 increased to Rs. 5015.75 Lakhs from Rs. 2150.62 Lakhs in the FY 2015
16 showcasing the growth rate of 133.23%.
â¦â¦â¦ PAT of the SCL was Rs. 4,397.36 Lakhs against Rs. 1,567.85 Lakhs in the previous year which increased substantially at the growth rate of 180.47%.
â¦â¦â¦ Net Worth of the Company increased by 12.33% to Rs. 37,465.23 Lakhs as against Rs. 33,351.68 Lakhs in the PY 2015-16.
â¦â¦â¦ Market Capitalization increase by 38.74% to Rs. 295.54 crores as against Rs.213.01 crores in the PY.
â¦â¦â¦ Earnings per Share of the Company increased to Rs. 1.23 per shares as against Rs. 0.45 in the previous year, at the growth rate of Rs. 173.33%
â¦â¦â¦ Effective Dividend declared/paid by the Company on the Profits earned in FY 2016-17 is 15%.
(Interim Dividend declared at the rate of 5% and Final divided recommended at the rate of 5% post bonus issue in the ratio of 1:1 Thereby effective dividend rate for FY17 is 15%.)
Increase in overall performance of the SCL can be attributed to increase in sales, economy of scale and aggressive in marketing strategy. During the year, the Company launched pulses, spices, poha and sugar under the brand name of âSanwaria" and expanded the product portfolio to 25 products taking a step ahead to the FMCG Sector and establishing the brand name among other competitors. Besides India, we are constantly working on strengthening our brands in the overseas market.
PERFORMANCE OF BUSINESSES
Your Company delivered yet another year of resilient performance, aided by healthy marketing and trade investments, exciting innovations, stepped up market development and sharper in-market execution. Your Company continued to leverage and benefit from the inputs received across various aspects of the business, including technology, innovation, services and marketing mix that enabled your Company to launch several new offerings to serve the needs of consumers. The year began with a sharp upturn in the commodity cycle with crude and vegetable oil prices rising significantly whilst the market continued to remain volatile. Your Company had proactively passed on the benefits of lower commodity costs to the consumers when the commodity prices were deflationary last year. During the year, your Company had to take calibrated price increases as commodity prices increased sharply. To fuel growth, your Company continued to deploy effective cost saving programmes. These savings not only aid in deploying investments to build brands and capabilities but also help the Company in delivering its profit objective. During the year, an extensive review of the business under the ''Zero Based Budgeting'' project was conducted and your Company has crafted some well-considered plans to further drive operating efficiencies in the coming years.
DIVIDEND
Based on Company''s performance in the current year; the Board of Directors of the Company, at their meeting held on May 22, 2017 declared an interim dividend at the rate of 5 percent of Rs.0.05 per Equity Shares of Rs. 1.00 each. Further, in the Board Meeting held on August 18, 2107; yours directors have recommended the final dividend on the Equity shares of the company for the financial year 2016-17 at the rate of 5% of Rs. 0.05 per Equity Shares of Rs. 1.00 each post bonus issue in the ratio of 1:1. The proposal is subject to the approval of the shareholders'' at the ensuing Annual General Meeting (AGM) to be held on September 29, 2017. The total effective dividend (interim and final dividend) declared by the Company for the FY 2016-17 post bonus issue accounts to 15% of Rs. 552.08 Lakhs (excluding dividend tax).
RESERVES
The Board has recommended transferring of Rs. 2,00,00,000 to the General Reserves and Rs. 39,13,54,819 to Surplus in statement of Profit & Loss. During the year, 2,00,00,000 equity shares of the face value of Rs. 1.00 were issued to the promoter and promoter group on preferential basis at the premium of Rs. 24.00 and Rs. 48.00.00.000 has been added to the security premium account.
SHARE CAPITAL
As on March 31, 2017; the Authorized Capital of the Company was Rs. 40,00,00,000.00 consisting of 38,00,00,000 Equity Shares of face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each.
In accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company has issued 2,00,00,000 equity shares of face value of Rs. 1.00 at the premium of Rs. 24.00 on preferential basis to promoter and promoter group. Thereby the paid up capital of the Company was increased from Rs.34,80,50,000 to Rs. 36,80,50,000 consisting of 36,80,50,000 Equity Shares of face value of Rs. 1.00 each.
Post March 31, 2017; the Company in its Board Meeting held on May 22, 2017 recommended the bonus issue in the ratio of 1:1 (One Bonus Share for every one Equity Shares held) and the Company''s Authorized capital was increased to Rs. 78,00,00,000 consisting of 76,00,00,000 Equity Shares of face value value of Rs. 1.00 each and 20.00.000 Preference Shares of Face value of Rs. 10 each and the Paid up capital was increased to Rs. 73.61.00.000 consisting of 73,61,00,000 Equity shares of face value of Rs. 1.00 each.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
The Company has widened up the scope of its business from the Commodity based to FMCG Sector due to change in the revenue mix of the Company. Erstwhile the Company was engaged in the production and selling of Soya Meal, Refined Oil and Crude Oil. Now the SCL revenue from operations include basmati rice, pulses, poha, sugar, soya chunks, wheat flour and other food grains products including soya meal and edible oil.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2016-17.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
QUALITY & BRANDING
The âSANWARIA" brand is a key intangible asset of the Company. In addition; the Company owns other brand names including "SULABH", "SANWARIA SETH" and âNARMADA". While sustaining existing brand names; SCL has added "NASHIRA" as its new brand namef for basmati rice to reach put the customers in the gulf countries and mark the presence in the international market. The existing and future brands of SCL can be leveraged to enter new markets or to resist economic downturn successfully.
SCL thrusts upon the quality of products. The Company is ISO 14001, 22000, Halal Certified, â Good Manufacturing Practice" (GMP) as per the norms laid down by WHO and has been c ertified by U.K. Certification and Inspection Limited, and Government Recognized Trading House by DGFT & now the company is aiming at the Star Trading House status.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
As on March 31, 2017, the Composition of Board of Directors of the Company included total of 11 directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors and 3 (Three) Executive Directors including the Chairman.
Re-appointment
Mr. Rajul Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The detail of the Directors being eligible to be reappointed is set out in the in the explanatory statement to the notice of the ensuing Annual General Meeting.
Key Managerial Personnel
The Key Managerial Personal (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:
S. No. |
Name of KMP''s |
Designation |
1. |
Gulab Chand Agrawal |
Chairman & Whole Time Director |
2. |
Ashok Agrawal |
Whole Time Director |
3. |
Satish Agrawal |
Whole Time Director |
4. |
#Anil Kumar Vishwakarma |
Chief Financial Officer |
5. |
Pooja Poddar |
Company Secretary |
#Appointed as Chief Financial Officer on May 03, 2017.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an evaluation taken by the Board of its own performance.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.
The Companies Act, 2013 not only mandates board and directors evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of independent directors by the entire board of directors.
The Independent Directors of the Company met separately without the presence of Non-Independent Directors and the members of management and reviewed, inter-alia, the performance of Non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.
In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every independent director''s performance during the year. Board members had submitted to Nomination and Remuneration Committee, their response on a scale from 5 (Excellent) to 1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twenty Board Meetings and four Audit Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
As on March 31, 2017; the Board had five committees:
â¦â¦â¦ Audit Committee
â¦â¦â¦ Nomination & Remuneration Committee â¦â¦â¦ Risk Management Committee â¦â¦â¦ Stakeholders relationship Committee â¦â¦â¦ Corporate Social Responsibility Committee
The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.
POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES
The remuneration paid to the Directors; if any; is in accordance with the Nomination and Remuneration Policy of SCL formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined below:
â¦â¦â¦ To identify the persons who are qualified to become director and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
â¦â¦â¦ To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees of SCL.
â¦â¦â¦ To formulate the criteria for evaluation of Independent Director and the Board.
â¦â¦â¦ To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
â¦â¦â¦ To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
â¦â¦â¦ To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.
â¦â¦â¦ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
â¦â¦â¦ To develop a succession plan for the Board and to regularly review the plan.
â¦â¦â¦ To assist the Board in fulfilling responsibilities.
â¦â¦â¦ To implement and monitor policies and processes regarding principles of corporate governance. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPâS
During the year; the Company has not paid any Managerial Remuneration for the financial year 2016-17 to any of its Whole-Time Directors and Non-Executive/ Independent Director.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
SCL has two wholly owned Subsidiary Companies:
- Sanwaria Singapore Private Limited (Singapore);
- Sanwaria Energy Limited
During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company. The Board has reviewed the affairs of the subsidiary.
In accordance to the Section 136 of the Companies Act, 2013; the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection till the date of AGM during the business hours at the Registered Office of the Company.. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.
The statement containing the salient features relating to Subsidiary Company in the prescribed format in AOC-1 is appended as an annexure to this Report.
STATUTORY AUDITOR
M/s. Sunil Saraf & Associates (Firm Registration No. 15021C) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30th September, 2015 to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 26th Annual General Meeting of the Company, i.e. for a term of two consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The audit committee of the Company has proposed and the Board of Directors has recommended the appointment of M/s Khandelwal Kakani & Co.; Chartered Accountants (Firm Registration No.001311C) having their office at 8; Johri Palace, I Floor, 51m M.G. Road, Indore (M.P.) as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 26th Annual General Meeting of the Company scheduled to be held on September 29, 2017 till the conclusion of 31st Annual General Meeting to be held in the year 2022, subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
COST AUDITOR
As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee of SCL has recommended to the Board of Directors and the Board of Directors has approved the appointment of M/s MP Turakhia & Associates, Cost Accountants (Firm Registration no. 00417) having their office at 404, Shalimar Corporate Centre, South Tukaganj, Indore M.P., as Cost Auditors, of the Company to conduct the Cost Audit Functions for the financial year 2017-18. As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting of the Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P.K. Rai & Associates, Practicing Company Secretaries, having their office at F-5/159, Smriti Complex, Zone II, M.P. Nagar, Bhopal M.P. to undertake the Secretarial Audit functions of the Company.
The Secretarial Audit Report submitted by M/s P.K. Rai & Associates in the prescribed form MR- 3 is attached as an ''Annexure'' which forms part of this Annual Report.
As per the observation given by the Secretarial Auditors regarding no women director on the board of the Company; the explanation to the same has been given to the Secretarial Auditors and the detailed explanation is also being given under the head âBoard of Directors" under Size and Composition of Board in the âCorporate Governance Report" which forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.
Your Company has appointed M/s Agrawal and Dhoot, Chartered Accountants; as the Internal Auditors of the to focus on review of business processes and suggest improvements as applicable. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Board.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
In addition; 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 Board''s report.
To ensure effective Internal Financial Controls; the Company has laid down the following measures:
â¦â¦â¦ All operations are executed through Standard Operating Procedures in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.
â¦â¦â¦ The Company has a comprehensive risk management framework.
â¦â¦â¦ The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).
â¦â¦â¦ Compliance of secretarial functions is ensured by way of secretarial audit.
â¦â¦â¦ Compliance relating to cost records of the company is ensured by way of cost audit.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called ''Vigil Mechanism (Whistle Blower Policy)'' for directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.
RISK MANAGEMENT
The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.
SIGNIFICANT AND MATERIAL ORDER
During the Financial Year 2016-17, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2015, and other listed Companies to adopt the Indian AS mandatorily from the financial year 2017-18. In pursuance of the above notification, the Company, its subsidiaries and joint venture will adopt Ind AS with effect from 1st April, 2017. The implementation of Ind AS is a major change process for which the Company has established a project team. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.
RATINGS
The Company received various ratings, which are as follows:
- BRICKWORKS Credit Ratings: In January 2017, âBRICKWORK" has assigned BBB- (pronounced as BBB Minus) rating for Term Loan Facilities & Fund Based facilities and A3 (pronounced as A Three) for Non Fund Based Facilities.
- BRICKWORKS Credit Ratings: Post March 31, 2017 and as on date of report, âBRICKWORK" has reviewed and upgraded BBB (pronounced as Triple B) rating for Term Loan Facilities & Fund Based facilities and reaffirmed A3 (pronounced as A Three) for Non Fund Based Facilities.
- CARE Equity Grading: Post March 31, 2017 and as on date of the report; CARE has assigned 2/5 as Fundamental Grade and 5/5 as Valuation Grade to the Equity Shares of the Company.
PERSONNEL
During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the details required under Section 197(12) are not required to be given.
CORPORATE GOVERNANCE
Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At SCL, the goal of Corporate Governance is to ensure fairness of every stakeholder. We believe sound corporate governance is critical to enhancing and retaining investor trust. We always seek to ensure that our performance is driven by integrity.
The Company has adopted the policies in line with new governance requirements including the
- Policy on Related Party Transactions
- Policy on Preservation of Documents of SCL.
- Policy on Determining Material Subsidiaries
- Policy for Determination of Materiality.
- Remuneration Policy
- Corporate Social Responsibility Policy
- Whistle Blower Policy (Vigil Mechanism)
- Code of Fair Disclosure
- Code of Conduct to Regulate, Monitor and Report Trading by Insiders.
- Code of Business Conduct and Ethics for The Board of Directors, Senior Management Personnel and Other Employees.
A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO/CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subject to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.
No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.
OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY
A detailed review of operations and performance and future outlook of the Company is given separately under the head ''Management Discussion & Analysis'' pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, is annexed and forms part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" , the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. The Company has not received any Complaints on Sexual Harassment during the year.
ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is set out hereunder:
1. ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION
Your Company is committed to continuously reduce energy consumption at its various units. The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace. Besides sustaining previous year initiatives, new measures were implemented during the year. Your Company has been striving to ensure environment friendly initiatives while implementing various projects on energy saving at its units. List of initiatives taken in this regard are as under:
- Synchronization of air compressor for optimum use of this resource
- Installation of temperature transmitter on the condenser''s inlet water temperature for optimum running of cooling tower fan.
- Reuse of Treated effluent
- By the re-circulation of Boiler Bank''s and APH ash into the furnace which reduces the problem of un burnt fuel and increasing the boiler efficiency.
- Use of energy efficient CFL and LED lamps in all plants.
- Recycling the Vacuum Pump cooling water.
- Usage of Natural Gas replacing Light Diesel Oil in Boiler
- Online monitoring of Boiler Efficiency.
- Re-circulation of cooling tower water.
- Installation of higher efficiency DG sets for uninterrupted power supply.
- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.
- Utilization of UPS and high voltage control stabilizers.
- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.
Benefits of above measures:
- Cost reduction due to decline in overall energy consumption.
- Improved productivity by 2%, through online monitoring of Boiler Efficiency.
- Sustained un-interrupted power supply facilitated in achieving production lean time.
- Curtailed wastage at each production stage.
- Enhanced operating margin through cost reduction.
- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.
- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.
Contents |
Company''s Consumption |
Electricity Consumption |
|
- Soya Unit |
49.61 units |
- Rice Unit |
72.14 units |
Coal Consumption |
|
- Soya Unit |
125.43 Kg |
Rice Husk Consumption |
|
- Rice Unit |
134.71 kg |
The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption
Particulars |
For the year ended March 31, 2017 |
For the year ended March 31, 2016 |
Electricity |
||
a) Purchased Unit (KWH) |
10589106 |
8535051 |
Total amount (in Rs.) |
77092729 |
68690417 |
Rate / Unit (KWH per unit) |
7.28 |
8.05 |
b) Owned Generation Unit (KWH) |
60931 |
54931 |
Total Amount (in Rs.) |
707804 |
1040657 |
Rate / Unit (KWH) |
11.62 |
18.94 |
b) Coal ''C'' & ''D'' Grade for Steam Generation |
||
Quantity (MT) |
14385 |
10951 |
Total Cost (In Rs) |
80876482 |
58637510 |
Rate / MT |
5622 |
5354 |
c) Rice Husk |
||
Quantity (MT) |
18240 |
2063 |
Total Cost (In Rs) |
27543770 |
3611516 |
Rate / MT |
1510 |
1750 |
e) Furnace Oil |
- |
_ |
f) Other / Internal Generators |
- |
_ |
Consumption - Production per unit |
||
Electricity- KWH /MT |
||
Soya Units- |
49.61 |
58.93 |
Rice Units-* |
72.14 |
64.50 |
Furnace Oil -Litre |
||
Coal (MT) |
125.43 |
112.83 |
Rice Husk |
134.71 |
128.04 |
-* Electric Unit Consumption increased in rice division due to production of Parboiled rice.
2. RESEARCH AND DEVELOPMENT:
Your Company continues to pursue innovation and applied research as means to sustain its global leadership in a competitive environment. Following are the areas in which the R&D is being carried out by the Company in the Financial Year 2016-17:
i) Development, testing and specification setting of packaging materials.
ii) Formulation and evaluation of Agricultural inputs to enhance farm productivity, crop quality and for other such applications.
Benefits Derived as a result of above:
- Quality evaluation of finished products and raw materials
- Entering new market segments.
- Increased Productivity
- strategic resource management
- Product improvement
- Improved Quality
- Cost reduction
- Reduced Steam Consumption
- Safe Working Condition
- Healthy environment
- Manufacturing and Packaging Quality Enhanced Future plan of action
Your Company''s creative & innovation team will continue to work on energy efficient process like
- Reducing packaging weight / volume.
- Roll out of new range of differentiated products of international quality.
- Improvement of process and resource use efficiencies.
- Enlarge the scope of Agri-inputs options.
3. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
Technologies were successfully absorbed, resulting in a high production and new product development to meet existing and new customer requirements. Technology innovations were successfully implemented to increase production and reduce the consumption of raw material, energy and utilities
The Company has well co-ordinate the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis, testing and experimentation which leads to new /improved /alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. Your Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.
4. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has continued to maintain focus and avail of export opportunities based on economics considerations.
(In US $)
Contents |
For the year ended March 31, 2017 |
For the year ended March 31, 2016 |
Foreign Exchange earned |
US$ 11.97 Million |
US$ 10.74 Million |
Foreign Exchange used |
US$ 26.23 Million |
US$ 34.53 Million |
Net Foreign Exchange Earned |
US$ (14.26) Million |
US$ (23.79) Million |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
SCL believes sustained growth of business lies on triple bottom line that is growth of people around our operation, protection of environment where we operate and profit from our business. We understand that wellbeing of the community around our business helps in growth of business and hence we value the people around our operational locations and promote inclusive growth.
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Hari Krishan Agrawal, Chairman. The other members of the Committee are Mr. Hans Kumar Verma and Mr. Santosh Kumar Tiwari. The Board of Directors has approved the CSR policy. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules, 2014 have been provided in an Annexure which forms part of the Director''s Report.
GREEN INITIATIVE
The Ministry of Corporate Affairs (MCA) has taken the âGreen Initiative in Corporate Governance" vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 allowing paperless compliances by companies through electronic mode. Companies are now permitted to send various notices/documents to their shareholders through electronic mode to the registered e-mail address. This initiative of MCA is warmly welcomed since it will benefit the society at large through reduction in paper consumption and would contribute towards a sustainable greener environment. So far as investors are concerned, they will promptly receive communications from company and certainly avoid situations where physical documents get lost in postal transit.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state thatâ
(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) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(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.
APPRECIATION
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thanks the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
For and on behalf of the Board of Directors
Sd/-
Gulab Chand Agrawal
Chairman
DIN: 00256621
Place: Bhopal.
September 06, 2017
Mar 31, 2016
To,
The Members,
Sanwaria Agro Oils Limited.
The Company''s Directors are pleased to present the 25th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2016.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
Results
(Rs in Lakhs)
Particulars |
For the year ended March 31, 2016 |
For the year ended March 31, 2015 |
||
Total Revenue |
270721 |
266253 |
||
Profit Before Depreciation ,Interest and Tax |
11886 |
9207 |
||
Less: Depreciation & Amortization expenses |
793 |
664 |
||
Less: Finance charges |
7101 |
5300 |
||
Profit before Taxation and Exceptional Items |
3992 |
3242 |
||
Less: Extraordinary and Exceptional Item |
1842 |
- |
||
Profit before Taxation |
2151 |
3242 |
||
Less: Provision for Tax for Current Year |
459 |
793 |
||
Less: Provision for deferred Tax |
124 |
(54) |
||
Profit after Taxation |
1568 |
2503 |
||
Dividend |
- |
_ |
||
Transferred to Reserves |
28548 |
26980 |
||
Shareholders'' Fund |
37029 |
30461 |
||
EBIT to Sales (in %) |
4.39 |
3.45 |
||
EBIT & Exceptional Item to Sales (in %) |
1.47 |
1.22 |
||
OPERATIONAL REVIEW
During the year under review, the total income (revenue) increased to Rs. 270721 Lakhs from Rs. 266253 Lakhs in the previous year, at a growth rate of 1.68 %. The Profit before Taxation and Exceptional Items increased to Rs. 3992 Lakhs from Rs. 3242 Lakhs in the FY 2014-15 showcasing the growth rate of 23%. During the Financial Year 2015-16, your Company created a one time provision for deterioration in the quality of stock of Soya DOC due to which the Profit after Taxation of the Company stood at Rs. 1568 Lakhs as against Rs. 2503 Lakhs as in FY 2014-15.
Company is making out all effort to ensure that the products developed are in tune with the needs of the consumers and initiated several steps to mark its presence in the premium markets, reducing the marketing lag and improve the Company''s products, some of the current initiative that are expected to help the Company to be cost effective to enable it to meet the challenges of competitive markets in the future.
DIVIDEND
Yours directors have decided not to recommend any dividend on the Equity shares of the company for the financial year 2015-16 for further expansion plans.
RESERVES
The Board has recommended transferring of Rs. 2,00,00,000 to the General Reserves and an amount of Rs. 180,570,225 out of the current year profit, is transferred to Profit and loss Account.
SHARE CAPITAL
The Company''s Share Capital remained unchanged during the Financial Year 2015-16. The Authorised Capital was Rs. 40,00,00,000.00 consisting of 38,00,00,000 Equity Shares of Face value of Rs. 1.00 each and 20,00,000 Preference Shares of Face value of Rs. 10 each. The Paid up Capital of the Company as on March 31, 2016 was Rs. 34,80,50,000 divided into 34,80, 50,000 Equity Shares of Rs. 1.00 each.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
As on March 31, 2016, the Composition of Board of Directors of the Company included total of 11 (Eleven) directors comprising of 5 (Five) Non-Executive Independent Directors, 3 (Three) Non-Executive Non Independent Directors, 3 (Three) Executive Directors including the Chairman.
During the Year 2015-16, Mr. Kanhaiya Lal Marothi, Mr. Arun Kumar Pandey and Mr. Anil Kumar Vishwakarma stepped down as Independent Directors of the Company effective from November 23, 2015. Mr. Ashutosh Agrawal vacated the office as Non-Executive Director on November 23, 2015. The directors vacated the office due to their personal reasons.
On November 30, 2015, Mr. Anil Agrawal was re-designated from Executive Director (Whole Time Director) to Non-Executive Director of the Company.
On January 18, 2016, Mrs. Geeta Devi Agrawal stepped down as Non-Executive Chairperson of the Company due to health issues. Mr. Gulab Chand Agrawal, Executive Director of the Company took over as the Chairman of the Company effective from January 18, 2016.
Mr. Abhishek Agrawal, Non-Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The detail of the Directors being eligible to be reappointed is set out in the notice forming part of the Annual General Meeting.
All Independent directors have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations, 2015.
Key Managerial Personnel
In accordance to the Section 203 (1) of the Companies Act, 2013, during the Year, Mr. Anil Agrawal, Whole-Time Director, Mrs. Archna Nagrani, Chief Financial Officer and Miss Priyanka Shrivastava, Company Secretary were designated as Key Managerial Personnel of the Company.
On November 30, 2015, Mr. Anil Agrawal ceased to be the Key Managerial Personnel of the Company due to change in designation from Executive Director to Non-Executive Director. Post March 31, 2016; Mrs. Archna Nagrani stepped down as the Chief Financial Officer of the Company on June 21, 2016 to explore the opportunities outside the Company. Further Miss Priyanka Shrivastava vacated the office in whose place Miss Pooja Poddar was appointed as the Company Secretary and Compliance Officer of the Company.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twenty five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the board re-constituted some of its Committees. The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
MANAGERIAL REMUNERATION
The Company has not paid any Managerial Remuneration for the financial year 2015-16 to any of its Whole-Time Directors and Non-Executive Director. The details of remuneration are provided in the Corporate Governance Report, which forms part of the Annual Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Subsidiary Companies
- Sanwaria Singapore Private Limited (Singapore);
- Sanwaria Energy Limited
During the year, there has been no business activity by Sanwaria Singapore Private Limited (Singapore), foreign subsidiary of the Company.
In accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.
Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.
The statement relating to Subsidiary Company is appended as an annexure to this Report.
STATUTORY AUDITOR
M/s. Sunil Saraf & Associates (Firm Registration No. 15021C) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30th September, 2015 to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 26th Annual General Meeting of the Company, i.e. for a term of two consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
COST AUDITOR
As per the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Yogesh Chourasia & Associates, Cost Accountants carried out the cost audit. Remuneration proposed to be paid to them requires ratification of the shareholders in general meeting.
Further, the Board of Directors have appointed M/s Yogesh Chourasia & Associates, Cost Accountants as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. In view of this, the ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company has submitted its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated the time period.
SECRETARIAL AUDITOR
During the year, Secretarial Audit was carried out by M/s. P.K. Rai & Associates, Practicing Company Secretaries, the Secretarial Auditor of the Company for the financial year 2015-16. The detailed report on the Secretarial Audit is appended as an Annexure to this Report. The Repot is self-explanatory and do not call for any further comments.
INTERNAL AUDITOR
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.
For the Financial Year 2015-16, M/s Agrawal and Dhoot were appointed as Internal Auditors and their findings are discussed with the management and then the suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve the efficiency in operations.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
RISK MANAGEMENT
The Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and the Listing Agreement, 2015, the Company has set up a Risk Management Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report. At present the company has not identified any element of risk which may threaten the existence of the company. Some of the risks identified by the Risk Management Committee relate to competitive intensity and cost volatility.
SIGNIFICANT AND MATERIAL ORDER
During the Financial Year 2015-16, there had been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. Companies having a net worth of Rs. 500 Crores or more (as per the standalone financial statements as on 31st March, 2014) are required to comply with Ind AS (Accounting standards converged with the International Financial Reporting Standards - IFRS) in the preparation of their financial statements for accounting periods beginning on or after 1st April, 2016, with the comparatives for the periods ending 31st March, 2016, or thereafter. In pursuance of the above notification, the Company, its subsidiaries and joint venture will adopt Ind AS with effect from 1st April, 2017. The implementation of Ind AS is a major change process for which the Company shall be establishing a project team. The impact of the change on adoption of Ind AS on Company''s reported reserves and surplus and on the net profit for the relevant periods shall be accordingly assessed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE GOVERNANCE
The Company continues to lay a strong emphasis on transparency, accountability and integrity. The Corporate Governance Code adopted by the Board of Directors of the Company is a statement of Company''s practices and procedures in the area of governance.
The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Remuneration Policy, CSR Policy and Whistle Blower Policy. The Company has established a vigil mechanism as per the provisions of Section 177 (9) and (10) of the Companies Act, 2013 for Directors and employees to report their genuine concerns.
The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.
A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company. All Related Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as annexed along with this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated in the SEBI Listing Regulations, 2015 forms the part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, the Company has constituted Internal Complaints Committee (ICC) to prevent, prohibit and redress the cases of sexual harassment of any women at workplace. The Company has designated an external Independent member as a Chairperson of the Committee. During the year 2015-16, he Company didn''t receive any complaints of sexual harassment.
ENVIRONMENT, SAFETY, HEALTH AND ENERGY CONSERVATION
The Company works on the principal of "Zero Injury" and integrates Safety as a non-negotiable value through a combination of training and hardware up-gradation leveraging, core technology concepts and safety standards. This has led the Company targeting change in behavior patterns and elimination of unsafe acts from the workplace.
Further the Sustainability is deeply rooted in all the operations of the Company ranging from sourcing to manufacturing and logistics. The Company''s aim is to achieve significant year - on - year reduction in environmental impact of manufacturing operations. The Company has taken the following measures towards the conservation of energy.
- Use of energy efficient CFL and LED lamps in all plants.
- Recycling the Vacuum Pump cooling water.
- Usage of Natural Gas replacing Light Diesel Oil in Boiler
- Online monitoring of Boiler Efficiency.
- Re-circulation of cooling tower water.
- Installation of higher efficiency DG sets for uninterrupted power supply.
- The Company has installed variable frequency drive. The Company has made efforts to conserve and optimize the use of energy.
- Utilization of UPS and high voltage control stabilizers.
- Use of high efficiency motors, variable frequency drives and screw compressors instead of reciprocating compressors; roof mounted self driven ventilators and maximized use of natural illumination.
Benefits of above measures:
- Cost reduction due to decline in overall energy consumption.
- Improved productivity by 2%, through online monitoring of Boiler Efficiency.
- Sustained un-interrupted power supply facilitated in achieving production lean time.
- Curtailed wastage at each production stage.
- Enhanced operating margin through cost reduction.
- Overall contributed towards environment and restrained wastage of water and food commodity used as raw material in production.
- Company has been able to achieve the least possible consumption of energy in comparison to the industry average.
Contents |
Company''s Consumption |
|
|
Electricity Consumption |
|
- Soya Unit |
58.93 units |
- Rice Unit |
64.50 units |
Coal Consumption |
|
- Soya Unit |
113kg |
Rice Husk Consumption |
|
- Rice Unit |
128Kg |
The required data with regard to conservation of energy is furnished below: Power and Fuel Consumption
Particulars |
For the year ended |
For the year ended |
|
March 31, 2016 |
March 31, 2015 |
Electricity |
|
|
a) Purchased Unit (KWH) |
8535051 |
6940159 |
Total amount (in Rs.) |
68690417 |
54760212 |
Rate / Unit (KWH per unit) |
8.05 |
7.89 |
b) Owned Generation Unit (KWH) |
54931 |
103265 |
Total Amount (in Rs.) |
1040657 |
1218018 |
Rate / Unit (KWH) |
18.94 |
11.79 |
c) Coal ''C'' & ''D'' Grade for Steam Generation |
|
|
Quantity (MT) |
10951 |
12924 |
Total Cost (In Rs) |
58637510 |
70728007 |
Rate / MT |
5354 |
5472 |
d) Rice Husk |
|
|
Quantity (MT) |
2063 |
2286 |
Total Cost (In Rs) |
3611516 |
3428572 |
Rate / MT |
1750 |
1500 |
d) Furnace Oil |
_ |
- |
e) Other / Internal Generators |
_ |
- |
Consumption - Production per unit |
|
|
Electricity- KWH /MT |
|
|
Soya Units-* |
58.93 |
55.60 |
Rice Units-** |
64.50 |
56.43 |
Furnace Oil -Litre |
|
|
Coal (specify)- MT |
112.83 |
124.70 |
Rice Husk |
128.04 |
129.53 |
-* Electric Unit Consumption increased in Soya Division due to lesser production in comparison to last year -** Electric Unit Consumption increased in Rice Division due to production of Parboiled Rice.
RESEARCH AND DEVELOPMENT:
The Company continues to derive sustainable benefits from the strong foundation and long tradition of Research and Development, which differentiates it from the rest. The Company is able to attract the best talent to provide a significant technology differentiation to its products and processes. Many of the projects executed are of global relevance, and have a strong focus on regional needs and the overall Developing & Emerging (D&E) world.
Benefits Derived as a result of above:
- Increased Productivity
- Product improvement
- Improved Quality
- Cost Saving
- Reduced Steam Consumption
- Safe Working Condition
- Healthy environment
- Manufacturing and Packaging Quality Enhanced
The quality of company''s products has improved and thereby enjoying significant position in the industry.
Future plan of action: The Company is taking step for R & D in the existing area and also in new product, mainly focus on the cost effectiveness, eco friendly product, and meet the requirement of consumer. Efforts are being made to further improve the quality of products and their range.
TECHNOLOGY ABSORPTION
The Company has well co-ordinated the management programme that includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis, testing and experimentation which leads to new / improved / alternative technologies; support the development to launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets. The Company is committed to ensure that the support in terms of new products, innovations, technologies and services is commensurate with the needs of Company and enables it to win in the marketplace.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has continued to maintain focus and avail of export opportunities based on economics considerations.
(In US $)
Contents |
For the year ended March 31, 2016 |
For the year ended March 31, 2015 |
Foreign Exchange earned |
US$ 10.74 Million |
US$ 18.03 Million |
Foreign Exchange used |
US$ 34.53 Million |
US$ 16.75 Million |
Net Foreign Exchange Earned |
US$ (23.79) Million |
US$ 01.28 Million |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted CSR Committee. The Company has not spend on CSR activity for the financial year 201516 but it will commence its expenditure on CSR from 2016-17 as it is still searching for an eligible NGO working in the direction of Company''s CSR Policy so that the benefits of such an initiative can reach to the downtrodden people.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies, 2013, shall state thatâ
(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) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(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.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.
Your Directors would also like to acknowledge the excellent contribution of all units of the Company in providing the latest innovations, technological improvements and marketing inputs across almost all categories, in which it operates. This has enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockiest, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.
The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors
Sd/-
Gulab Chand Agrawal
Chairman
DIN: 00256621
Place: Bhopal.
August 16, 2016
Mar 31, 2014
Dear Members,
Our Vision is to provide all facilities to its employee, Stakeholders
and the society through industry.
"As the leading FMCG Company in the world, we continue to be resolved
in the pursuit of excellence for delivering sustained success and
continuing leadership. As we move forward in our journey towards
further enrichment and growth, we commit ourselves once again towards
the health and well-being of every household... and to the task of
bringing another billion more smiles to the faces of our consumers."
Directors Report 2013-14
The Directors have pleasure in presenting their report along with the
accounts of the Company for the year ended 31st March 2014.
FINANCIAL RESULTS (Rs in Lacs)
Particulars FY 2014 FY 2013
Net Turnover & Other Income 247267 198748
Profit before depreciation, 8657 7652
Interest and Tax
Depreciation & Amortization 479 615
expenses
Finance charges 5049 4472
Profit before Tax 3127 2565
Provision for Tax 801 502
Profit after Tax (Before Deferred 2326 2063
Tax)
Less/Add: Tax (Deferred) (81) 9
Profit After Deferred Tax 2406 2054
Dividend -- --
Reserves 24476 22070
Shareholders' Fund 27930 25497
EPS 0.69 0.59
DEPS 0.69 0.59
Operations and Business Performance
At Sanwaria, we recognize operations as an important source of
competitive advantage. Sanwaria believes in continually striving for
higher and better levels of quality not just in its products, but also
in its operations, without losing sight of its commitments towards the
environment and communities where it operates. A host of initiatives
are continually rolled out by the company to improve productivity.
Oil Division
During the year Soya Seeds processed stood at 202837.07 MT. Your
company sustained to be one of leading player in the Edible Oil sector.
The Capacity Utilization of the solvent extraction plant has been
constantly higher than Industry average.
Refinery Division
Production of Refined oil stood at 16587.04 MT during the year under
review.
Rice Division
Production of Rice stood at 13454.423 MT during the year. Dividend
In view of your Directors for the discretion of the company and for
expansion plans of the company preserve the resources, so no dividend
on the equity share of the company for the year 2013-14 was
recommended.
Transfer to Reserves
The Board has recommended transferring of Rs. 200 Lacs, being 10%
(Approx) to the profit earned during the year to the General reserve
and an amount of Rs. 2206 Lacs out of Current year's profit is retained
in the profit & loss account.
Capital Structure
The Authorised Capital and the paid up Share capital of the Company for
the year ended on 31st March, 2014 is as same as in comparison of
previous year ended on 31st March 2013.
Corporate Governance
Sanwaria is committed to practicing sound corporate governance in
conducting business in a legal, ethical and transparent manner - a
dedication that originates from the
very top and permeate throughout the organization. Besides adhering to
the prescribed corporate governance practices as per clause 49 of the
Listing Agreement, it voluntarily governs itself as per highest
standards of ethical and responsible conduct of business in line with
local and global standards. Strong governance practices at Sanwaria has
earned for it recognition and has strengthened its bond of trust not
only with the stakeholders but with the society at large.
A certificate from Auditors of the Company regarding compliance of the
conditions of Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges, is attached as
'Annexure 1' and forms part of this report. Certificate of the CEO/CFO,
inter alia, confirming the correctness of the financial statements,
compliance with Company's Code of Conduct, adequacy of the Internal
Control measures and reporting of matters to the Audit Committee in
terms of Clause 49 of the Listing Agreement with the Stock Exchanges,
is attached in the Corporate Governance Report and forms part of this
Report.
Management Discussion and Analysis
A detailed report on the management discussion and analysis report
provided in separate section elsewhere in this Annual report.
BRANDING, ACCOLADES AND RECOGNITION
Your Company won many accolades;
Our Company is registered as ISO 14001:2004 for Environmental
Management System as certified by Care Certification Private Limited.
Our Company is also registered as ISO 22000:2005 for food Safety
Management with HACCP as certified by Care Certification Private
Limited.
SAOL is also awarded with Certification of compliance for good
Manufacturing Practice (GMP) System as per the norms laid down by World
Health Organization and certified by UK Certification & Inspection Ltd.
SAOL is also awarded with Certification of Halal Products
Authentication for feisty hygiene condition adhering to food Safety &
Quality control with modern infrastructure.
Our company is also got the status of "Star Export House" granted by
Joint Director General of Foreign Trade, Bhopal in accordance with the
provisions of the foreign Trade policy, 2009-14.
Ranked by "Plimsoll Global Analysis, United Kingdom" at
426th largest Company in the Consumer Food Manufacturers industry
amongst the top 500 Food Manufacturers and also listed as a top
performer at 363rd most profitable food manufacturing company.
Your Company has been Ranked by "Manappuram Finance Limited" India Top
500 Companies 2014
Top 500 Ranking
Income Net Profit Net worth
2013 2012 2013 2012 2013 2012
318 389 428 439 480 484
STEPPED DOWN AREA
Your Company was launched various brand products this year.
RICE:- Varieties of rice was launched i.e.,
Basmati Rice Sella Rice
Golden Sella Rice in various consumer packaging's
BASMATI RICE, under brand of SANWARIA SETH
Daliya, "Besan" Soyaflour under brand of SANWARIA SETH
Sanwaria Seth Maida, Sanwaria Seth "Rawa" and Sanwaria Seth "Sooji" are
the products also available in the Consumer pack.
Additionally, the company is focused on these brand products also:
SALT, Your Company has launched a new differentiated product in the in
last to last year in addition to existing portfolio
WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a
consumer pack of 1, 2, 5 & 10 Kg. Your Company has also launched 3
variety of chhaki fresh atta :-
1 Chhaki Fresh Atta (Plain)
2 Chhaki Fresh Atta fortified with Iron and Vitamins
3 Chhaki Fresh Atta fortified with Soya flour
Currently it has been launched in M. P., CG. Going forward it shall be
launched in some other parts of central region and in North & South
(Andhra Pradesh, Tamil Nadu) region also. We are going for
fortification of this Chakki fresh Atta which is enriched with more
protein and nutrient that meet the WHO standards.
SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET",
Leveraging new capabilities to open up new growth vectors new products
like "Prodiet" launched. Consumption opportunities were successfully
tapped and widened through Introduction of (Soya Nuggets /Chunks).
Sanwaria & Narmada brands of Refined Soyabean Oil is Produced from
selected Soyabean of M.P. & in Sanwaria's State of art Solvent
extraction plant & Refinery. It keeps your heart healthy since it has
very low cholesterol. It also contains high omega3 & Vitamin E (Proven
antioxidants) also improves brain activity & skin tone. It has high
smoke point which reduces its consumption. An ideal cooking medium to
keep family "Fit & Healthy"
The Company is gaining momentum for Supply of "SULABH" RBD Palmolien
domestically with a view of growing demand in the upcoming years.
Fortified Soya refined Oil, Blended edible oil, Refined Bleached
Deodorized Palm olien, High protein soya meal, Full fated and Defatted
Soya flour are the new avenues to capture market.
FUTURE PROSPECTS
WE ARE TAKING A FRESH LOOK AT OUR RURAL MARKETING STRATEGIES;
STRENGTHENING OUR DISTRIBUTION REACH; SHARPENING OUR MARKETING TOOLS;
AND CHARTING OUT FRESH COMMUNICATION PLANS. We are activating a
powerful growth engine for our company and creating long- term
sustainable value for our stakeholders and focusing to promote its
"SANWARIA" brand by entering into long-term marketing and branding
strategy in place and through this company will increase its branded
sale to 20% from 15% of current level.
On the other hand Future products are:-
Our next Rice Plant is being setup in Itarsi with the capacity of 400
DPT which is support to start the commercial production in this
financial year 2014-15.
SOYA MILK POWDER: Our Company is taking initiative to launch the new
product Soya Milk Powder. Your Company focused attention on building
new capabilities and a robust pipeline of innovation. This product is
specially launching for the health care of the consumers.
Also the Commercial Production of new product i.e., Mustered oil,
pulses and species etc in consumer packs is expected to be produce in
the new season during this year.
Some value added Soya based products Like Soya Flour, Soya Tofu and
Potato based -Like Chips, Flakes, and Vanaspati, Vegetable oil refinery
are in pipeline.
And the foremost investment of our company is now started in the field
of infrastructure i.e., hotel construction through our one of the group
company Sanwaria Infrastructure Limited
SUBSIDIARY COMPANY
There has been no business activity during the year by Sanwaria
Singapore Pte. Limited (Singapore), a subsidiary of your Company. The
Reports of directors and Statement of Accounts of Indian Subsidiary
Sanwaria Energy Limited together with the Auditors report thereon are
attached.
DIRECTORS
Mr. Abhishek Agrawal, Mr. Rajul Agrawal retire by rotation in
accordance with the provisions of the articles of Association of the
company and being eligible offers themselves for reappointment.
Mr. Abhishek Agrawal is appointed as a Director of the company w.e.f.
23.11.2013 and Mr. Keshri Singh Chouhan, was ceased from the
directorship of the company on 19.02.2014 due to his demise.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the
Directors confirm that:
In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures.
They have consulted the Statutory Auditor in the selection of
Accounting Policies. The Policies have been applied consistently and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended March 31st, 2014 and the profit and
loss for the year ended March 31st, 2014.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
The Annual Accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO
Details of energy conservation and Research and Development activities
undertaken by the Company along with information in accordance with the
provisions of Section 217(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure to the Directors' Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits under section 58A of the
Companies Act, 1956 and hence no amount of principal and interest was
outstanding as on the date of this Annual report.
FIANANCE & INSURANCE
The Company's relationships with its consortium and other bankers
continued to be cordial during the year.
Company would like to thanks its Bankers for their support. The assets
of the Company are adequately insured against all types of risks. The
"CARE" has retained this assigned rating to Company "A2 " for short
term debts and "BBB " for long term debt.
LISTING
The Company is also in viewing to step into Overseas Listing and also
plan for listing in MCX (Stock Exchange). At present the shares of the
Company are listed on Bombay Stock Exchange of India limited and
National Stock Exchange of India Limited,
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with
sub-section (2A) of Section 217 of the Companies Act, 1956, hence
statement containing particulars of employees falling under aforesaid
is not required to be appended to this Report.
AUDITORS AND AUDITORS' REPORT
M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors
of the company retire at the ensuing Annual General meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
The Board of Director recommends reappointment of Auditors of the
Company for the financial year 2014-2015 for shareholders approval.
COST AUDITOR
In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January,
2012 issued by the Ministry of Corporate Affairs, Government of India,
Cost Audit Branch, the Company has appointed M/s. Yogesh Chourasia &
Co., cost accountants as cost auditor to conduct cost audit for the
Financial year 2014-15.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is supporting the activities of Seth Shri Shri Narayan
Agrawal Charitable Trust which is providing healthcare services to the
general public at large running one.
WEBSITE
As per the Clause 54 of the Listing Agreement, the Company has
maintained a functional website www.sanwariaagro.com which has all the
details i.e. details of its business, financial information,
shareholding pattern, compliance with corporate governance, code of
conduct, contact information of the designated officials of the company
who are assisting and handling investor grievances, detail of
agreements entered into with the media companies and /or their
associates, etc.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the Central
Government, State Governments, Company's Bankers, Stakeholders, and
Distributors for the assistance, co- operation and encouragement they
extended to the Company.
Your Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of
Investors, Vendors, Dealers, Business Associates and Employees in
ensuring an excellent all around operational performance.
For and on behalf of the Board
Geeta Devi Agrawal
(Chairperson)
Date: 04th August 2014
Place: Bhopal
Mar 31, 2013
To The Members of Sanwaria,
The Directors have pleasure in presenting their report along with the
accounts of the Company for the year ended 31st March 2013.
FINANCIAL RESULTS (Rs. in Lacs)
FY 2013 FY 2012
Net Turnover & Other Income 198748 143315
Profit before depreciation, Interest and Tax 8617.53 8278.43
Depreciation & Amortization expenses 615 590
Finance charges 4472 5767
Profit before Tax 2565 1921
Provision for Tax 502 300
Profit after Tax (Before Deferred Tax) 2063 1620
Less/Add : Tax (Deferred) 9 (84)
Profit After Deferred Tax 2054 1704
Dividend - -
Reserves 22070 20016
Shareholders'' Fund 25497 23396
EPS 0.59 0.49
DEPS 0.59 0.49
PERFORMANCE REVIEW- OPERATIONAL
Company is making out all effort to ensure that the products developed
are in tune with the needs of the consumers and initiated several steps
to mark its presence in the premium markets, reducing the marketing lag
and improve of the Company''s product are some of the current initiative
that are expected to help the Company to be a cost effective to enable
its to meet the challenges of competitive markets in the future.
Oil Division
During the year Soya Seeds processed stood at 191362.04 MT. Your
company sustained to be one of leading player in the Edible Oil sector.
The Capacity Utilization of the solvent extraction plant has been
constantly higher than Industry average.
Refinery Division
Production of Refined oil stood at 22425.814 MT during the year under
review.
APPROPRIATION
Dividend
As determine of cautiousness and with a view to conserve resources for
funding the business expansion plans of the Company, no dividend on the
Equity Shares for the year ended 31st March, 2013 was recommended.
Transfer to Reserves
The Board has recommended to transfer of Rs. 200 Lacs, being 10%
(Approx) to the profit earned during the year to the General reserve
and an amount of Rs. 1854 lacs out of Current year''s profit is retained
in the profit & loss account.
Capital Structure
The Authorised Capital of the Company is as it is of last year and also
the paid - up Share capital of the Company is same for the year ended
31st March, 2013 in comparison of previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the management discussion and analysis report
provided in separate section elsewhere in this Annual report.
BRANDING, AWARD AND RECOGNITION
Your Company won many accolades;
Our Company is registered as ISO 14001:2004 for Environmental
Management System as certified by Care Certification Private Limited.
Our Company is also registered as ISO 22000:2005 for food Safety
Management with HACCP as certified by Care Certification Private
Limited.
SAOL is also awarded with Certification of compliance for good
Manufacturing Practice (GMP) System as per the norms laid down by World
Health Organization and certified by UK Certification & Inspection Ltd.
Our company is also got the status of "Star Export House" granted
by Joint Director General of Foreign Trade, Bhopal in accordance with
the provisions of the foreign Trade policy, 2009-14.
Ranked at 345th by "ET TOP 500 Companies" out of500 companies in
2011.
Your Company has been ranked at 263rd under "INC India 500
Companies".
By the Star of the Industry Group and 5th Indira internation innovation
summit the Sanwaria honored with the "Best in class Opreational
Excellence Award".
Ranked by "Plimsoll Global Analysis, United Kingdom" at 426th
largest Company in the Consumer Food Manufacturers industry amongst the
top 500 Food Manufacturers and also listed as a top performer at 363rd
most profitable food manufacturing company.
STEPPED DOWN AREA
Your Company continues to provide the superlative services in its
product portfolio-both in number and performance. The Company has
launched:
BASMATI RICE, We are also focusing on new brand of Sanwaria i.e.,
Basmati Rice, the plant is set - up in Mandideep and the production is
also started. We will be sure that as other brand products, this will
also ascend the company''s profitability and goodwill.
SALT, Your Company has launched a new differentiated product in the
year of 12-13 in addition to existing portfolio Additionally, the
company is focused on these brand products also:
WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a
consumer pack of 1, 2, 5 & 10 Kg. Currently it has been launched in M.
P., CG. Going forward it shall be launched in some other parts of
central region and in North & South (Andhra Pradesh, Tamil Nadu) region
also. We are going for fortification of this Chakki fresh Atta which is
enriched with more protein and nutrient that meet the WHO standards.
SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET", Leveraging new
capabilities to open up new growth vectors new products like
"Prodiet" launched which is currently being outsourced. Consumption
opportunities were successfully tapped and widened through Introduction
of (Soya Nuggets /Chunks), In the upcoming year the Soya Nuggets
production plant is also on the radar.
"SANWARIA" brand, promoted during the year in addition to
"NARMADA" hold promise and hope for the Company business. Import of
commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD
Palmolien and sunflower Oil etc. are already placed to strengthen the
business.
The Company is gaining momentum for Supply of "SULABH" RBD
Palmolien domestically with a view of growing demand in the upcoming
years. Fortified Soya refined Oil, Blended edible oil, Refined Bleached
Deodorized Palm olien, High protein soya meal, Full fated and Defatted
Soya flour are the new avenues to capture market.
FUTURE PROSPECTS
We are expanding our own marketing network into various regions. The
core business and will work with strategic partnerships or alliances in
the various divisions to create more value for the shareholders with a
vision is emerging as an FMCG player and focusing to promote its
"SANWARIA" brand by entering into long-term marketing and branding
strategy in place and through this company will increase its branded
sale to 40% from 15% of current level.
On the other hand Future products are:-
SOYA MILK POWDER: Our Company is taking initiative to launch the new
product Soya Milk Powder. Your Company focused attention on building
new capabilities and a robust pipeline of innovation. This product is
specially launching for the health care of the consumers.
Also the Commercial Production of new product i.e., Soya flour and soya
chunk (Bari) is expected to be produce in the month of new season i.e.,
October onwards during this year.
Some value added Soya based products Like Soya Flour, Soya Tofu and
Potato based -Like Chips, Flakes, and Vanaspati, Vegetable oil refinery
are in pipeline.
SUBSIDIARY COMPANY
There has been no business activity during the year by Sanwaria
Singapore Pte. Limited (Singapore), a subsidiary of your Company. The
Reports of directors and Statement of Accounts of Indian Subsidiary
Shrinathji Solvex Limited together with the Auditors report thereon are
attached.
DIRECTORS
Mr. Hans Kumar Verma, Mr. Shyam Babu Agrawal and Mr. Rajul Agrawal
retire by rotation in accordance with the provisions ofthe articles of
Association ofthe company and being eligible offers themselves for
reappointment.
Mrs. Geeta Devi Agrawal is appointed as a Director cum Chairperson
ofthe company w.e.f. 14.05.2013 and Late Shri Ram Narayan Agrawal,
Chairman of the Company was ceased from the directorship of the company
due to his demise on 10.04.2013 "
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000, the
Directors confirm that:
In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures.
They have consulted the Statutory Auditor in the selection of
Accounting Policies. The Policies have been applied consistently and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended March 31st, 2013 and the profit and
loss for the year ended March 31st, 2013.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
The Annual Accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO
Details of energy conservation and Research and Development activities
undertaken by the Company along with information in accordance with the
provisions of Section 217(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure to the Directors'' Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits under section 58A of the
Companies Act, 1956 and hence no amount of principal and interest was
outstanding as on the date of this Annual report.
FIANANCE & INSURANCE
The Company''s relationships with its consortium and other bankers
continued to be cordial during the year.
Company would like to thanks its Bankers for their support. The assets
of the Company are adequately insured against all types of risks. The
"CARE" has retained this assigned rating to Company "A2 " for
short term debts and "BBB " for long term debt.
LISTING
The Company is also in viewing to step into Overseas Listing and also
plan for listing in MCX (Stock Exchange). At present the shares ofthe
Company are listed on Bombay Stock Exchange of India limited and
National Stock Exchange of India Limited,
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with
sub-section (2A) of Section 217 of the Companies Act, 1956, hence
statement containing particulars of employees falling under aforesaid
is not required to be appended to this Report.
AUDITORS AND AUDITORS'' REPORT
M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors
of the company retire at the ensuing Annual General meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
The Board of Director recommends reappointment of Auditors of the
Company for the financial year 2013-2014 for shareholders approval.
COST AUDITOR
In compliance of Circular No. F No.52/26/CAB-2010 dated 24th January,
2012 issued by the Ministry of Corporate Affairs, Government of India,
Cost Audit Branch, the Company has appointed M/s. Yogesh Chourasia &
Co., cost accountants as cost auditor to conduct cost audit for the
Financial year 2013-14.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is supporting the activities of Seth Shri Shri Narayan
Agrawal Charitable Trust which is providing healthcare services to the
general public at large running one
CORPORATE GOVERNANCE
The report of the Board of Directors of the Company on Corporate
Governance is given as a separate section titled Report on Corporate
Governance, which forms part of the Annual Report. The Auditors Report
on Corporate Governance compliance is also annexed therewith and
compliance report signed by the Chairman of the Company in connection
with compliance with the Code of Conduct and also CEO/CFO certification
in addition to Certificate from Statutory Auditors of your Company
regarding compliance of Conditions of Corporate Governance as required
by the amended clause 49 ofthe listing agreement.
WEBSITE
As per the Clause 54 of the Listing Agreement, the Company has
maintained a functional website www.saolbhopal.com which has all the
details i.e. details of its business, financial information,
shareholding pattern, compliance with corporate governance, code of
conduct, contact information of the designated officials of the company
who are assisting and handling investor grievances, detail of
agreements entered into with the media companies and /or their
associates, etc.
ACKNOWLEDGEMENTS
We would like to express our deep sense of appreciation for the
assistance and co-operation received from our Bankers. Financial
Institutions, Government Authorities, Stakeholders, Investors, Clients,
Distributors, Vendors and Other Business Associates during the year
under review.
We also take this opportunity to appreciate the contribution made by
our Employees at all levels for their dedicated service made towards
the growth of the Company. Our consistent growth was made possible by
their hard work, solidarity, co- operation and support.
Date: 30th, August, 2013 For and on behalf of the Board
Geeta Devi Agrawal
Place: Bhopal (Chairperson)
Mar 31, 2012
To The Members of Sanwaria Agro Oils Ltd.
The Directors have pleasure in presenting their report along with the
accounts of the Company for the year ended 31st March 2012.
FINANCIAL RESULTS
(Rs. in Lacs)
FY 2012 FY 2011
Net Turnover & Other Income 143315 159203
Profit before depreciation, Interest and Tax 8278 7088
Depreciation & Amortization expenses 590 578
Finance charges 5767 2678
Profit before Tax 1921 3832
Provision for Tax 300 708
Profit after Tax (Before Deferred Tax) 1620 3124
Less/Add: Tax (Deferred) (84) 25
Profit After Deferred Tax 1704 3099
Dividend - -
Reserves 20016 20052
Shareholders' Fund 23396 21598
PERFORMANCE REVIEW- OPERATIONAL
Company is making out all effort to ensure that the products developed
are in tune with the needs of the consumers and initiated several steps
to mark its presence in the premium markets, reducing the marketing lag
and improve of the Company's product are some of the current initiative
that are expected to help the Company to be a cost effective to enable
its to meet the challenges of competitive markets in the future.
Oil Division
During the year Soya Seeds processed stood at 238852 MT. Your Company
sustained to be one of leading player in the Edible Oil sector. The
Capacity Utilization of the solvent extraction plant has been
constantly higher than Industry average.
Refinery Division
Production of Refined oil stood at26573 MT during the year under
review.
APPROPRIATIONS
Dividend
With a view to conserve resources for funding the business expansion
plans of the Company, no dividend on the Equity Shares for the year
ended 31 st March, 2012 was recommended.
Transfer to Reserves
The Board has recommended to transfer ofRs. 200 Lacs, being 11.7% to the
profit earned during the year to the General reserve and an amount of Rs.
1505 lacs out of Current year's profit is retained in the profit & loss
account.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the management discussion and analysis provided in
separate section elsewhere in this Annual report.
BRANDING, AWARD AND RECOGNITION
Your Company won many accolades and Crowned with "fastest wealth
creators" award and top with 1st rank by "Motilal Oswal creation
study during (Finaneial Year 2006-2011)".
Ranked 379th in terms of Net Sales, Ranked 512th in terms in terms of
Cash Profit and 459th in terms of PAT by "Fe 500India's Finest
Companies out of500 companies ".
Ranked 194th in term of Market Capitalization by "Fe 500 India's
Finest Companies " out of500 companies.
Ranked 347th in terms qfNet Sales, 747th in terms of Operating Profit
,657th in term ofNet Profit, 663rd in terms of Total Assets ,755th in
terms Net Worth and 577th in terms of Market Cap by "Business
Standard 1000
Ranked at 263 d being "thefastestÃGrowing mid size Company by Inc.
india magazine" and awarded with 1st position in terms of Top Public
Wealth Creator during tenure of 2007-2010 and Stood in Top 25 Companies
in terms of top line CAGR with 35.6% among the turnover (Topline) range
of Rs. 1000 crore to Rs. 1500 crore.
Ranked by "Plimsoll Global Analysis, United Kingdom" at 290th
largest Company in the Global Food Manufacturing industry amongst the
World's top 500 Food Manufacturers and also listed as a top performer
at 230th most profitable food manufacturing of the World.
STEPPED DOWN AREA
Your Company continues to rein enviably in its product portfolio-both
in number and performance. The Company has launched:
WHOLE WHEAT CHAKKI FRESH ATTA under the brand "SANWARIA SETH" in a
consumer pack of 1, 2,5 & 10 Kg. Currently it has been launched in M.
P., CG. Going forward it shall be launched in some other parts of
central region and in North & South (Andhra Pradesh, Tamil Nadu) region
also. We are going for fortification of this Chakki fresh Atta which is
enriched with more protein and nutrient that meet the WHO standards.
SOYA NUGGETS /CHUNKS - "SANWARIA PRODIET", Leveraging new
capabilities to open up new growth vectors new products like "
Sanwaria Prodiet" launched which is currently being outsourced.
Consumption opportunities were successfully tapped and widened through
Introduction of (Soya Nuggets /Chunks), In the upcoming year the Soya
Nuggets production plant is also on the radar.
BASMATI RICE , Additionally your Company focused attention on building
new capabilities and a robust pipeline of innovation, While building
brand differentiation and relevance the Company has entered into
Basmati rice segment which is expected to be launched in a couple of
months under the brand strategy.
"SANWARIA" brand, promoted during the year in addition to
"NARMADA" hold promise and hope for the Company business. Import of
commodities like Soya Crude Degummed Oil, Crude Palm Oil, Coal, RBD
Palmolien and sunflower Oil etc. are already placed to strengthen the
business.
The Company is gaining momentum for Supply of "SULABH" RBD
Palmolien domestically with a view of growing demand in the upcoming
years . Fortified Soya refined Oil, Blended edible oil, Refined
Bleached Deodorized Palm olien, High protein soya meal, Full fated and
Defatted Soya flour are the new avenues to capture market.
FUTURE PROSPECTS
Your Company will invest more in marketing initiatives with an aim to
grow the non-credit based segment. Some new retails like Wall Mart,
Metro, Carry Four are likely to be inducted, On the other hand we are
expanding our own marketing network into various regions. The core
business and will work with strategic partnerships or alliances in the
various divisions to create more value for the shareholders with a
vision to emerge as an FMCG player and focusing to promote its
"SANWARIA" brand by entering into long-term marketing and branding
strategy in place and through this Company will increase its branded
sale to 35-40% from 10% of current level. Further the step of
government to ban the loose oil sale will also support branded sale
contribution significantly.
Operation have also been streamlined for differentiated products Like
"SALT" in addition to existing portfolio of Whole Wheat Chakki
Fresh Atta (SANWARIA SETH), Soya Nuggets ("SANWARIA
PRODIET"),Basmati Rice. "Sanwaria", "Narmada", and
"Sulabh", are placing prominent position of the Company into the
market.
Some value added Soya based products Like Soya Flour, Soya Tofu and
Potato based-Like Chips, Flakes, and Vanaspati, Vegetable oil refinery
are in pipeline.
WIND POWER DIVISION-HIVED OFF
Board considered and approved hive off Wind power division of the
Company to purely concentrate on FMCG sector and its branded sales.
Thereby disposed off its Wind power division with effect from 1st April
2012 to its subsidiary Company Sanwaria Energy Limited incorporated
solely for the purpose of wind power generation.
SUBSIDIARY Company
There has been no business activity during the year by Sanwaria
Singapore Pte. Limited (Singapore), a wholly owned subsidiaiy of
Sanwaria.
DIRECTORS
Mr. Santosh Kumar Tiwari, Mr. Surendra Kumar Jain and Mr. H. K.
Agrawal, are Directors retire by rotation in accordance with the
provisions of the articles of Association of the Company and being
eligible offers themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2 AA) of the Companies (Amendment) Act 2000,
the Directors confirm that:
In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures.
They have consulted the Statutory Auditor in the selection of
Accounting Policies. The Policies have been applied consistently and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year ended March 31st, 2012 and the profit and
loss for the year ended March 31sl, 2012.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
The Annual Accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS / OUTGO
Details of energy conservation and Research and Development activities
undertaken by the Company along with information in accordance with the
provisions of Section 217(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given inAnnexure to the Directors' Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits under section 58A of the
Companies Act, 1956 and hence no amount of principal and interest was
outstanding as on the date of this Annual report.
FINANCE & INSURANCE
The Company's relationship with its consortium and other bankers
continued to be cordial during the year. Company would like to thanks
its Bankers for their support. The assets of the Company are adequately
insured against all types of risks. "CARE" assigned to Company
"A2 " rating revised for short term debts and "BBB " for long
term debt, whereas annual surveillance is due.
LISTING
The Company is also viewing to step into Overseas Listing. At present
the shares of the Company are listed on Bombay Stock Exchange of India
limited and National Stock Exchange of India Limited.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were paid such remuneration during
the year under review, which attract the provisions of Section 217 (2
A) of the Companies act, 1956 as amended.
AUDITORS AND AUDITORS' REPORT
M/s Sunil Saraf & Associates, Chartered Accountants, Indore, auditors
of the Company retire at the ensuing Annual General meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
The Board of Director recommends reappointment of Auditors of the
Company for the Financial year 2012-2013 for shareholders approval.
CORPORATE GOVERNANCE
The report of the Board of Directors of the Company on Corporate
Governance is given as a separate section titled Report on Corporate
Governance, which forms part of the Annual Report. The Auditors Report
on Corporate Governance compliance is also annexed therewith and
compliance report signed by the Chairman of the Company in connection
with compliance with the Code of Conduct and also CEO/CFO certification
in addition to Certificate from Statutory Auditors of your Company
regarding compliance of Conditions of Corporate Governance as required
by the amended clause 49 of the listing agreement
ACKNOWLEDGEMENTS
The Directors place on record their sincere gratitude for the
assistance received from the Banks during the year and would like to
thank all stakeholders, namely, customers, shareholders, dealers,
suppliers, employees and all other business associates for the
continuous support given by them to the Company and its management.
For and on behalf ofthe Board
Date: 25/08/2012 Ram Narayan Agrawal
Place: Bhopal (Chairman)
Mar 31, 2010
The Directors arc pleased to present the 19th Annual Report together
with the Audited Accounts of the Company for the year ended 31th March
2010.
FINANCIAL RESULTS:
The Financial Results for the year ended on 31st March, 2010 along with
the Comparative figures for the previous year are given below:
(Rs. in lacs)
Particulars FY 2010 FY 2009
Turnover (inclusive of other Income) 111676 111144
Gross Profit (before depreciation.
Interest and Tax) 7745 7337
Less: Depreciation 527 562
Less: Finance Charges 1452 1056
Profit be fore Tax (Before Deferred
Tax) 5764 5718
Less.Tax (Current) 1783 1454
Profit after Tax (Before Deferred Tax) 3980 4264
Less:Tax (Deferred) 99 459
Profit After Deferred Tax 3881 3805
Dividend 348 435
Reserves 17119 13658
Shareholders Fund 18573 15020
EPS 2.27 2.27
PEPS 2,27 2.27
Operational Review
Division wise operational performance for the yearended 31 st March.
2010 was as under:
Oil Division
During the year Soya Seeds processed stood at 219662 MT Your company
sustained to be one of leading player in the Edible Oil sector. The
Capacity Utilization of the solvent extraction plant has been
constantly higher during the year under review.
Refinery Division
Production of Refined oil stood at 27701 MT during the year under
review.
Dividend
The Board of Directors has recommended Final Dividend @20% for the year
2009-2010 to the Equity Shareholders of the Company.
Transfer to Reserve
Your company proposes to transfer 10 % to the profit earned during the
year i.e. Rs.400 lacs to the General reserve. The company proposes to
retain an amount of Rs. 3054 lacs out of Current years profit in the
profit & loss account.
Achievements & Awards
During the Year Company has been ranked 316 in terms of market
capitalization, capital employed Gross Block. Sales, Profit after tax
by Research Analyst of Capital Market in 2009 Compendium of Top 500
Companies.
Ranked at 333rd in terms of Total Income, 360th in terms of Net Profit
& 492nd in terms of Net Worth in 2009 Compendium of TOP 500 companies
in India by Dun & Bradstreet Information Services India Pvt. Ltd..
Ranked 343rd in terms of Market capitalization, 459th in terms of net
worth. 365th in terms of Gross Profit, 294th in terms of sales/Total
Income and 409th in overall/composite ranking by Financial Express.
Ranked 9th as per Total Income in the Food and Agro Processing Sector
in Dun & Bradstreets Indias Top 500 Companies 2009.
New Projects/ Expansions/Acquisitions
Company has achieved a combined extraction capacity of 3250 MT per day
and refining capacity of 350 MT per day and it has plans to achieve up
to 4250 MT per day by end of this year.
Company has also successfully implemented ERP Solution in its all
plants and offices
Company has also started importing in all commodities like Soya Crude
Degurnmed Oil, Crude Palm Oil, Coal etc.
SAOL also has plans for entering into production and marketing of value
added Soya based products by setting up a plant for manufacture of Soya
Flour, Soya Protein Concentrate, Soya Protein Isolates. Soya
PowderGranules, Soya Lecithin Powder, Soya Lecithin Granules, Soya
Phytosterol, Soya Mix Tocopherol, Organic Soyabean Meal, Organic Soya
Oil, T.V.P./Chunks/Nuggets, Soya Milk, Soya Tofu etc. All this is aimed
at increasing the market share of the company in edible oil sector to
20 pc from existing 10 pc.
Goina forward Company is also planning to enter into Solar Power
Projects and Basmati manufacturing and export.
Future Strategy
The company is focusing on its brand promotion. Company has entered
into long-term marketing and branding strategy in place and has
appointed a firm of repute for ad campaigns, radio jingles, hoardings.
magazines, newspapers etc for brand promotion. Through these routs
company will increase its branded sale to 25-30%.
SAOL is almost at the final stage to be certified by ISO-14001 & 22000.
Your Company is thus focusing on expansion of branded business.
Introduction of health based products. improvement of its presence in
domestic oil segments. Your company is in the process of setting up
expanding production facilities at the new locations / existing plants
to cater to the growing demand and sustain leadership position.
Wind Power and Infrastructure.
Company has Wind Turbine Generators of 8.4 MW capacity out of which 1.8
MW at Tenkasi in Tamilnadu and 6.6 M W at Dewas in Madya Pradesh. This
Segment of your Company registered revenue of Rs 406.53 lakhs and
Profit Before Tax (PBT) of Rs 236.11 lakhs, for the year ended on 31 st
March, 2010.
Being continued with the move of cost reduction it has plan of
expanding its power generation capacity through wind turbines by 6 MW.
This will lead to increase in efficiency and reduction in cost of
production also create pollution free and healthy environment. To
ensure maximum efficiency and create value by backward integration, the
company intends to venture into bio-fuel production; it will be
produced from the by-products of edible oil. other derivatives and
origins of plant oils.
Capital Structure
In the Financial year 2009-10 the Authorised share Capital of the
company has changed to Rs. 21.00.00.000 (Rupees Twenty One Crores)
consisting of 21.00.00.000 (Rupees Twenty One Crores) Equity share
Capital of Re. 1/-each
Public Deposits
During the year ended March 31st 2010, your Company has not accepted
any deposits from the public during the year under review.
Directors
Mr. Hari Kishan Agrawal. Mr. Surendra Kumar Jain and Mr. Hans Kumar
Verma retire by rotation in accordance with the provisions of the
articles of Association of the company and being eligible offers
themselves for reappointment.
Subsidiary Company
The Reports of directors and Statement of Accounts of Subsidiary
Shrinathji Solvex Limited together with the Auditors report thereon are
attached. The requisite statement pursuant to Section 212 of the
Companies Act, 1956 is also attached with.
Directors Responsibility Statement
Pursuant to section 217(2AA) of the Companies (Amendment) Act 2000. the
Directors confirm that:
- In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there are no material departures.
- They have consulted the Statutory Auditor in the selection of
Accounting Policies. The Policies have been applied consistently and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended March 31 st. 2010 and the profit and
loss for the year ended March 31 st, 2010
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act. 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- The Annual Accounts have been prepared on a going concern basis.
Personnel
None of the employees of the Company were paid such remuneration during
the year under review, which attract the provisions of Section 217(2A)
of the Companies act, 1956 as amended.
Auditors and Auditors report
M/s Sunil Saraf & Associates, Chartered Accountants, Indore have
expressed their willingness to continue in office as Statutory Auditors
for the financial year 2010-2011 and have certified that the
appointment if made would be within the prescribed limit u/s 224(1B) of
the Companies Act. 1956. Accordingly a resolution proposing their
appointment is being submitted to the AGM.
The Auditors Report for the year under review is self-explanatory and
hence does not require any explanation.
Corporate Governance
The Company has in practice a comprehensive system of Corporate
Governance. A detailed and separate Report on Corporate Governance
forms part of this Annual Report.
We are committed to adhere to the Code of Corporate Governance as it
means adoption of best business practices aimed at growth of the
Company coupled with bringing benefits to Investors. Consumers.
Creditors, Employees and Society at a large.
Management Discussion and Analysis
A detailed review of operational performance and future outlook of die
Company is given under the "Management Discussion and Analysis Report"
which forms part of this Annual Report.
Listing
The Equity Shares of the Company are listed on The Bombay Stock
Exchange, Mumbai (BSE) and The National Stock Exchange, Mumbai (NSE).
The Company is exploring die idea of having an overseas listing also.
Conservation of Energy. Technology & foreign exchange Earnings / Outgo
Details of energy conservation and Research and Development activities
undertaken by the Company along with information in accordance with the
provisions of Section 217(e) of the Companies Act. 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988. are given in Annexure to the Directors Report.
Acknowledgements
Your Directors place on record their deep sense of gratitude and
appreciation for the continued support extended to the Company by
Investors, Customers, Business Associates, Bankers, Vendors and
Financial Institutions. Your Directors also wish to place on record
their gratitude to the dedication and significant contribution made by
the employees at all levels Through their hard work and devotion.
The Directors also thank the various Government. Semi Government and
Regulatory Authorities and last but not the least the Shareholders for
their patronage, support and faith in the company. The Board looks
forward to their continued support and whole hearted cooperation for
realizing the goals in the years ahead.
Date: 23/08/2010 For and on behalf of the Board
Ram Narayan Agrawal
Place; BHOPAL (CHAIRMAN)