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Directors Report of Satiate Agri Ltd.
Mar 31, 2025
Your Board of Directors are pleased to present the 38th Annual Report on the business and financial operations of your
company together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.
A. FINANCIAL PERFORMANCE
The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per
the provision of Section 133 of the Companies Act, 2013 (the âActâ) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The standalone financial highlights of the Company for the financial year ended 31st March, 2025
are summarized below:
|
PARTICULARS |
2024-25 |
2023-24 |
|
Revenue from operations |
10.00 |
20.40 |
|
Other Income |
-- |
-- |
|
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional |
(104.17) |
(11.78) |
|
Less: Depreciation |
-- |
-- |
|
Profit/ (Loss) before Finance Cost, Exceptional Items and |
(104.17) |
(11.78) |
|
Less: Finance Cost |
-- |
-- |
|
Profit/ (Loss) before Exceptional Items and Tax Expenses |
(104.17) |
(11.78) |
|
Add/ (Less): Exceptional items |
-- |
-- |
|
Profit/ (Loss) before Tax Expenses |
(104.17) |
(11.78) |
|
Less: Tax Expenses |
-- |
-- |
|
Profit/ (Loss) after Taxation |
(104.17) |
(11.78) |
|
Add/(Less): Other Comprehensive Income |
-- |
-- |
|
Total Comprehensive Income /(Loss) for the year |
(104.17) |
(11.78) |
|
Earnings Per share [EPS] (Rs. 10/- each) Basic & Diluted (in Rs.) |
(3.56) |
(0.03) |
Notes-The figures mentioned in the table above are extractedfrom the financials of the Company.
BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR OF COMPANYâS
AFFAIR
During the year under review the total income was Rs. 10.00 Lacs as compared to Rs. 20.40 Lacs of the previous Year
2023-24. After making all necessary provisions for current year and after taking into account the current year net profit
and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (104.17) Lacs. The Promoters, Board of
Directors and entire management team are putting their stern effort to come out from the adverse financial
circumstances and to achieve targeted turnover in the segment of agriculture projects.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the financial year under review.
DIVIDEND
The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31,
2025.
CAPITAL STRUCTURE
The issued, subscribed and paid- up Equity Share Capital of the Company is ''Rs. 2,92,72,000/- comprising of
29,27,200 Equity Shares of '' 10/- each.
Further, during the year under review, your Company has neither issued any shares with differential voting rights nor
has granted any sweat equity shares.
Authorized Share Capital - Rs. 3,50,00,000/-.
AMOUNT TO BE TRANSFERED TO RESERVE
The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain
the entire amount of profit for the Financial Year 2024-2025 in the profit and loss account.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the March 31, 2025. The Company has not
received any unsecured loan from director during the financial year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and Protection Fund.
SUBSIDIARY AND ASSOCIATES COMPANIES
The Company does not have any Subsidiary or Associate Company.
PAYMENT OF LISTING FEES
Annual listing fee for the year 2025-2026 has been paid by the Company to BSE Limited where the shares of the
Company are listed.
INDIAN ACCOUNTING STANDARDS (IND AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ)
from 1st April, 2017. The financial statements of the Company for the financial year 2024-2025 have been prepared in
accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment of Director
Mr. Samyak Jain (DIN: 09234890), Non-Executive Director of the Company retires by rotation in accordance with the
provisions of the Articles of Association of the Company and being eligible offer himself for re-appointment.
A resolution seeking Shareholdersâ approval for her re-appointment along with other required details forms part of the
Notice.
Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming
part of this Annual Report. Re-appointment of Mr. Samyak Jain (DIN: 09234890) is appropriate and in the best interest
of the Company.
Further during the year under preview following Director and Key Managerial Personnel have been appointed .
|
Name of Director |
Designation |
Date of Appointment |
|
Pulkit Raghav |
Non Executive Independent Director |
19.07.2024 |
|
Sarabjeet Sigh Anand |
Director |
14.10.2024 |
|
Himanshi Sachdeva |
Non Executive Independent Director |
14.10.2024 |
|
Sudhir Jain |
Managing Director |
22.02.2025 |
|
Samyak Jain |
Non Executive Professional Director |
22.02.2025 |
|
Kailash Chand Dhaksiya |
Non Executive Professional Director |
22.02.2025 |
|
Jayeshbhai Poptbhai Patel |
Additional Director |
10.03.2025 |
|
Khodidas Moghriya |
Additional Director |
10.03.2025 |
|
Swapnil Rathi |
Non-Executive Independent Director |
06.09.2025 |
|
Mrs. Garima Mahajan |
Non-Executive Independent Director |
06.09.2025 |
|
Mohd Tarique |
Non-Executive Independent Director |
06.09.2025 |
During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing
Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the
Company.
Swapnil Rathi, Mrs. Garima Mahajan and Mohd Tarique hav been appointed as additional independent directors w.e.f.
06.09.2025 by the Board. The Board proposes to appoint them as directors of the Company.
During the year under preview and after closure of financial year following Director and Key Managerial Personnel have
been resigned from their post.
|
Name of Director |
Designation |
Date of Resignation |
|
Utpal Dineshbhai Raval |
Managing Director |
10.03.2025 |
|
Pulkit Raghav |
Non Executive Independent Director |
15.11.2024 |
|
Sarabjeet Singh Anand |
Director |
15.11.2024 |
|
Himanshi Sachdeva |
Non Executive Independent Director |
15.11.2024 |
|
Pushpaben Parashuram Patel |
Non-Executive Independent Director |
23.08.2025 |
|
Indrakumar Mahajan |
Non Executive Independent Director |
15.11.2024 |
|
Jayeshbhai Popatbhai Patel |
Additional Director |
23.08.2025 |
|
Khodidas Moghriya |
Additional Director |
25.08.2025 |
|
Hargovindbhai Parsottambhai |
Managing Director |
11.03.2025 |
|
Kaushikbhai Hirpara |
Non Executive Independent Director |
19.07.2024 |
Following are the Directors as on the date of this report:
|
Name of Director |
Designation |
Date of Appointment |
|
Sudhir Jain |
Chairman & Managing Director |
22.02.2025 |
|
Samyak Jain |
Non-Executive Professional Director |
22.02.2025 |
|
Kailash Chand Dhaksiya |
Non-Executive Professional Director |
22.02.2025 |
|
Swapnil Rathi |
Non-Executive Independent Director |
06.09.2025 |
|
Mrs. Garima Mahajan |
Non-Executive Independent Director |
06.09.2025 |
|
Mohd Tarique |
Non-Executive Independent Director |
06.09.2025 |
DECLARATION BY DIRECTORS
During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies
Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA) and have
included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed
that they will appear for the online proficiency test, wherever applicable.
INDEPENDENT DIRECTORSâ MEETING
The Independent Directors of the Company met on 19th March, 2025, pursuant to Schedule IV of the Act and
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended and all Independent
Directors were present to inter alia discuss the following:
Reviewed the performance of non-independent directors and the Board as a whole; Reviewed the performance of the
Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board
that is necessary for the Board to effectively and reasonably perform their duties .
KEY MANAGERIAL PERSONNEL
Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (as amended), company is having following Key Managerial Personnel (KMP)
of the Company as on 31st March, 2025:
|
Name of Key Managerial Personnel |
Designation |
|
Sudhir JainA |
Chairman & Managing Director |
|
Sanju Choudhary* |
Company Secretary |
|
Nirmal Ambalal Patel# |
Chief Financial Officer |
A Appointed on 22.02.2025
* Appointed on 24.04.2024 and Resigned w.e.f. 06.05.2025
# Resigned w.e.f. 25.08.2025
During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing
Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the
Company. Mr. Utpalbhai Dineshbhai Raval resigned as Managing Director w.e.f. 10.03.2025
LISTING STATUS
The equity shares are listed on BSE Limited. We ensuring continued listing and trading. Our commitment to
regulatory compliance and good governance remains steadfast as we maintain a strong relationship with the stock
exchange.
COMMITTEES OF THE BOARD:
In compliance with both the mandatory and non-mandatory requirements under the SEBI (Listing Obligations and
Disclosure requirements) Regulations 2015, as amended and as mandated under the provisions of the Companies Act,
2013, the Board has constituted the following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
The elaborated details of Board Committees are as follows:
Audit Committee:
The Details of Audit Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:
The Composition of Audit Committee as on 31.03.2025 is as under:
|
Name of the Director |
Nature of Directorship |
No. of Meeting held during |
|
Pushpaben Parashuram Patel 1 |
Member |
4/4 |
|
Kaushikbhai Hirpara |
Chairman |
4/1 |
|
Indrakumar Mahajan |
Member |
4/0 |
|
Himanshi Sachdeva |
Member |
4/1 |
|
Pulkit Raghav (appointed w.e.f. 19.07.2024 and |
Chairman |
4/2 |
|
Hargovindbhai Parsottambhai (appointed as chairman w.e.f. |
Chairman |
4/1 |
ii. Changes, if any, in accounting policies and practices and reasons for the same,
iii. Major accounting entries involving estimates based on the exercise of judgment by
management,
iv. Significant adjustments made in the financial statements arising out of audit findings,
v. Compliance with listing and other legal requirements relating to financial statements,
vi. Disclosure of any related party transactions,
vii. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval;
6. Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes
other than those stated in the offer document/ prospectus/notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;
7. Review and monitor the auditorsâ independence and performance, and effectiveness of audit
process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Management discussion and analysis of financial condition and results of operations;
22. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference
share capital will require prior approval of audit committee;
24. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity;
25. Management letters / letters of internal control weaknesses issued by the statutory auditors;
26. Internal audit reports relating to internal control weaknesses;
27. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner
as may be prescribed;
28. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the Company.
The terms of reference specified by the Board to the audit committee are as contained under Regulation 18
of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended read with
Section 177 of the Companies Act, 2013.
Nomination And Remuneration Committee:
The Details of Nomination and Remuneration Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:
The Composition of Nomination and Remuneration Committee as on 31.03.2025 is as under:
|
Name of the Director |
Nature of Directorship |
No. of Meeting held during |
|
Pushpaben Parashuram Patel 2 |
Member |
5/5 |
|
Kaushikbhai Hirpara |
Chairman |
5/2 |
|
Indrakumar Mahajan |
Member |
5/0 |
|
Himanshi Sachdeva |
Member |
5/0 |
|
Pulkit Raghav (appointed w.e.f. 19.07.2024 and |
Chairman |
5/1 |
|
Hargovindbhai Parsottambhai (appointed as chairman w.e.f. |
Chairman |
5/2 |
appointment and removal.
5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Director.
6. recommend the Board, all remuneration, in whatever form, payable to Senior management.
7. make recommendations to the Board on the appointment of new Executive and Non-Executive
Directors, Key Managerial Personnel and other employees;
8. review the Board structure, size and composition, having regard to the principles of the Code;
9. assess nominees or candidates for appointment or election to the Board, determining whether or not such
nominee has the requisite qualifications and whether or not he/she is independent;
10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive
Officer of the Company;
11. make recommendations to the Board for the continuation in services of any Executive Director who has
reached the age of 70 (Seventy) years;
12. recommend Directors who are retiring by rotation to be put forward for re-election;
13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director
of the Company, particularly when he has multiple Board representations;
14. recommend to the Board internal guidelines to address the competing time commitments faced by
Directors who serve on multiple boards;
15. qualifications, positive attributes and independence of a Director; for evaluation of performance of
Independent Directors and the Board of Directors;
16. recommend to the Board a framework of remuneration and specific remuneration packages for all
Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;
17. review the service contracts of the Executive Directors;
18. carry out its duties in the manner that it deems expedient, subject always to any regulations or
restrictions that may be imposed upon the NRC by the Board of Directors from time to time;
19. reviewing and enhancing on the compensation structure to incentive performance base for key
executives;
20. ensure that the remuneration packages are comparable within the industry and comparable Companies
and include a performance-related element coupled with appropriate and meaningful measures of
assessing individual Executive Directorâs performance.
21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior
Management Personnel.
22. recommend to the Board a framework of remuneration for the Directors,
23. all aspects of remuneration, including but not limited to Directorsâ fees, salaries, allowances, bonuses,
options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee.
a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and
Disclosure requirements) Regulations, 2015, as amended have been given under a separate heading,
viz. âStatement of Disclosure of Remunerationâ in this report.
b. Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by the Nomination and
Remuneration Committee on the basis of following criteria:
i. Qualification
ii. Experience
iii. Knowledge and Competency
iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent
Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers
under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other
obligations imposed by the Law
v. Contribution and Initiative
vi. Availability, attendance, participation and ability to function as a team
vii. Commitment
viii. Independence
ix. Independent views and judgment and Guidance/ support to Management outside board
The search and nomination process for new Directors are through database of Independent Directors,
personal contacts and recommendations of the Director. NRC reviews and assess candidates before making
recommendation to the Board.
NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In
its search and selection process, NRC considers factors such as commitment and the ability of the
prospective candidate to contribute to discussions, deliberations and activities of the Board and Board
Committees.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Details of Stakeholders Relationship Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:
The Composition of Stakeholders Relationship Committee as on 31.03.2025 is as under:
|
Name of the Director |
Nature of Directorship |
No. of Meeting held during |
|
Pushpaben Parashuram Patel 3 |
Member |
4/4 |
|
Kaushikbhai Hirpara |
Chairman |
4/2 |
|
Indrakumar Mahajan |
Member |
4/0 |
|
Himanshi Sachdeva |
Member |
4/1 |
|
Pulkit Raghav (appointed w.e.f. 19.07.2024 and |
Chairman |
4/2 |
|
Hargovindbhai Parsottambhai (appointed as chairman w.e.f. |
Chairman |
4/1 |
The status of shareholdersâ complaints during the year under review (March 31, 2025) is given below: -
|
Complaints Status: 01.04.2024 to 31.03.2025 |
|
|
Number of complaints received so far |
5 |
|
Number of complaints solved |
5 |
|
Number of pending complaints |
0 |
a) Brief terms of reference:
The Stakeholderâs Grievance & Relationship Committee specifically look into various aspects of interest of
shareholders, debenture holders and other security holder pertaining to the requests/complaints of the
shareholders related to transfer of shares, dematerialization of shares, non-receipt of annual accounts, non¬
receipt of dividend or revalidation of expired dividend warrants, recording the change of address,
nomination, etc. The role of the Stakeholdersâ Relationship Committee has been specified in Part D of the
Schedule II of the Listing Regulations. It covers as under:
1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar& Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.
GENRAL MEETINGS
During the year 2024-25 Company has convened its 37th Annual General Meeting on Saturday, September 28, 2024 at
12.00 p.m. through VC/OAVM.
Further, an Extra Ordinary General Meeting on the Requisition of Shareholder as per Section 100 of the Companies
Act, 2013 also convened and following are the details of such meeting:
On 25th November 2024, Shaba Securities and Finin Services Private Limited, a shareholder holding 33.57% of the paid-
up share capital of Satiate Agril Limited, issued a requisition notice under Sections 100 and 160 of the Companies Act,
2013, proposing changes to the Board of Directors. The proposals included the appointment of Mr. Sudhir Jain as
Chairman and Managing Director, Mr. Kailash Chand Dhaksiya, and Mr. Samyak Jain as Non-Executive Non¬
Independent Directors, along with the removal of Mr. Utpalbhai D. Raval (Managing Director), Mr. Hargovindbhai
Sutariya (Executive Director), Mr. Pulkit Raghav, and Mrs. Pushpaben Patel (both Non-Executive Independent
Directors).
Due to the Companyâs (Board of Directors) failure to act on the requisition within the statutory timeframe, the
requisitionist convened the Extraordinary General Meeting (EGM) independently and issued a fresh EGM notice dated
27th January 2025, keeping the same agenda. The EGM was held on 22nd February 2025, from 5:00 PM to 5:50 PM, at
101, Rajani Bhawan, Indore, Madhya Pradesh, and also via virtual conferencing. Mr. Ajit Jain, Practicing Company
Secretary, was appointed as the Scrutinizer. All seven resolutions proposed in the notice were duly passed with requisite
majority.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On their appointment, Independent Directors are familiarized about the Companyâs business and operations.
Interactions with senior executives are facilitated to gather insight specific to the Companyâs operations. Detailed
presentations are made available to apprise about Companyâs history, of their duties and responsibilities, rights, process
of appointment and evaluation, compensation, Board and Committee procedures and expectation of various
stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the
link satiateagri.com
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:
The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as âAnnexure- Aâ to the Boardâs report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/-
or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which,
in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of
the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and
5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from
other Board businesses. The Board exhibits strong operational oversight with regular business presentations at
meetings. Only in the case of special and urgent business, should the need arise, Boardâs approval is taken either by¬
passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.
During the Financial Year under review, the Board met 15 (Fifteen) times on 24th April, 2024; 06th May, 2025, 27th
May, 2024; 19th July, 2024, 14th August, 2024, 05th September, 2024, 14th October,2024, 19th October, 2024, 11th
November, 2024, 13th November, 2024, 15th November, 2024 , 14th February,2025 , 05th March, 2025,10th March,
2025 and 12th March, 2025.The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of
Company Secretaries of India.
The names of members of the Board and their attendance at the Board Meetings are as under:
|
Name of Directors |
Total Meetings held during |
|
Sudhir Jain (appointedw.e.f. 22.02.2025) |
15/0 |
|
Samyak Jain (appointedw.e.f. 22.02.2025) |
15/0 |
|
Kailash Chand Dhaksiya (appointedw.e.f. 22.02.2025) |
15/0 |
|
Jayeshbhai Poptbhai Patel 4 |
15/1 |
|
Khodidas Moghriya# |
15/1 |
|
Utpalbhai Dineshbhai Raval (resigned w.e.f.10.03.2025) |
15/13 |
|
Pulkit Raghav (resigned w.e.f. 15.11.2024) |
15/6 |
|
Sarabjeet Singh Anand (resigned w.e.f. 15.11.2024) |
15/3 |
|
Himanshi Sachdeva (resigned w.e.f.15.11.2024) |
15/3 |
|
Pushpaben Parashuram Patel (resigned w.e.f. 23.08.2025 |
15/15 |
|
Indrakumar Mahajan (resigned w.e.f. 15.11.2024) |
15/0 |
|
Kaushikbhai Hirpara (resigned w.e.f. 19.07.2024) |
15/3 |
|
Hargovindbhai Parsottambhai Sutariya (resigned w.e.f. 11.03.2025) |
15/14 |
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the Company has Internal Financial Control with reference to the Financial Statements, the new management is
taking many steps to make Internal Financial Control more strong, adequate and proper.
CORPORATE SOCIAL RESPONSIBILITY
For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the
Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social
Responsibility Policy (CSR Policy).
STATUTORY AUDITORS AND STATUTORY AUDIT REPORT
AAAM and CO LLP, Chartered Accountants having registration number 008113C/C400292, had been appointed as
statutory auditor of the company for a first term of 5 (five) years in the 37th Annual General Meeting held for financial
year 2023-2024 on 28th September, 2024, however the statutory auditor vide its letter dated 15.05.2025, expressed
their unwillingness to continue as the Statutory Auditors of the Company due to demerger of their firm.
The Board of Directors of the Company on the recommendation of the Audit Committee, have recommended the
appointment of M/s. S. N. Gadiya & Co. Chartered Accountants, (Firm Registration No. 02052C), as the
Statutory Auditors of the Company to the Members at the 38th Annual General Meeting of the Company for an initial
term of 5 years till the conclusion of 43rd Annual General Meeting of the Company pursuant to Section 139 of the
Companies Act, 2013, forms part of the Notice calling 38th Annual General Meeting of the Company. In this regard,
the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act
and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed
thereunder.
The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.
Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under
sub-section (12) of Section 143 of Companies Act, 2013
REPORTING OF FRAUD BY AUDITORS
During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Boardâs
Report.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has
appointed M/s. Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for
the financial year 2024-2025.
M/s. Ajit Jain & Co.,, Practicing Company Secretaries, Secretarial Auditors, is proposed to be appointed on the basis
of recommendation of Board of Directors as the Secretarial Auditors of the Company from the conclusion of this 38th
Annual General Meeting till the conclusion of 43rd Annual General Meeting of the Company pursuant to the
provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval of shareholder
of the company in the 38th Annual General Meeting of the Company. Written consent of the Secretarial Auditors and
confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in
the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.
SECRETARIAL AUDIT REPORT:
Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and
shall annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the
prescribed form.
Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its
periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early
and strengthened our level of compliance reporting.
The Secretarial Audit Report for the financial year 2024-2025 is annexed herewith as âAnnexure Bâ forming part of
this report.
The comments referred by the Secretarial Auditors in their Report are self explanatory except the following:
|
Sr. No. |
Observations |
Boardâs Explanation in this regard |
|
1. |
Company has not submitted Consolidated Annual |
The new Management has taken serious note |
|
2. |
The Shareholding of Promoter (s) and Promoters |
The Company has informed all promoters for |
|
3. |
The Company has not appointed Internal Auditor |
The new Management has taken serious note |
|
4. |
The website of the company has not been updated |
The new Management has taken serious note |
|
5. |
Non filing of Initial & Annul disclosure as per |
The new Management has taken serious note |
|
6. |
The company has not published the standalone |
The new Management has taken serious note |
|
7. |
The company has paid listing fees for the FY |
The new Management has taken serious note |
|
8. |
There was no Company Secretary/Compliance |
Company has appointed Company Secretary |
|
9. |
The Company has delay in submission of |
The new Management has taken serious note |
|
10. |
The Company has not submitted Intimation for |
The new Management has taken serious note |
|
11. |
The Company has not filed un-audited quarterly |
The new Management has taken serious note |
|
12. |
The Company has delay in submission of |
The new Management has taken serious note |
|
13. |
The Company has delay in submission of |
The new Management has taken serious note |
|
14. |
The Company has delay in submission of |
The new Management has taken serious note |
|
15. |
The promoters of the company have not submitted |
The new Management has taken serious note |
|
16. |
The Company has not submitted Reconciliation of |
The new Management has taken serious note |
|
17. |
The Company has not submitted Intimation for |
The new Management has taken serious note |
|
18. |
The Company has not submitted declaration of |
The new Management has taken serious note |
|
19. |
The Company has submitted Standalone Financial |
The new Management has taken serious note |
|
20. |
The Company has not submitted Standalone |
The new Management has taken serious note |
|
21. |
The Company has not submitted reason for delay |
The new Management has taken serious note |
|
22. |
The Company has not submitted disclosures |
The new Management has taken serious note |
|
Services Private Limited, a shareholder holding |
||
|
23. |
The Company has failed to Redress certain |
In future, Company shall solve the Investor |
|
24. |
The Company has failed to fill the vacancy of an |
The new Management has taken serious note |
|
25. |
The Composition of Committee is not in |
The new Management has taken serious note |
|
26. |
The minutes of the meetings of the Board of |
The new Management has taken serious note |
DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN
Distribution of Equity Shareholding and its pattern as on 31st March, 2025 is as under:
|
Category |
Category of |
No. of Shareholder |
No. of Equity |
Total shareholding as |
|
Promoter and Promoter Group |
||||
|
Indian |
Promoter |
2 |
1,54,900 |
5.29 |
|
Promoter Group |
29 |
14,20,600 |
48.53 |
|
|
Total (Promoter & |
31 |
15,75,500 |
53.82 |
|
|
Public |
||||
|
Institution |
-- |
-- |
-- |
-- |
|
Total (Institutions) |
-- |
-- |
-- |
|
|
Non- Institution |
Individuals |
1506 |
11,11,600 |
37.97 |
|
Hindu Undivided Family |
" |
'' |
" |
|
|
Bodies Corporate |
-- |
-- |
-- |
|
|
Non Resident |
-- |
-- |
-- |
|
|
Total (Non¬ |
-- |
-- |
-- |
|
|
Others |
95 |
2,40,100 |
8.20 |
|
|
Total (Public) |
1601 |
13,51,700 |
46.18 |
|
|
Grand Total |
1,632 |
29,27,200 |
100.00 |
Status of dematerialization of shares
The breakup of the equity shares held in dematerialized and physical form as on March 31, 2025 is as follows:
|
Particulars |
No. of Shares |
Percent of Equity |
|
NSDL |
- |
- |
|
CDSL |
- |
- |
|
Physical |
27,27,200 |
100.00 |
|
Total |
27,27,200 |
100.00 |
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time; The Details of the said code is available on website of the Company.
ANNUAL RETURN
Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended
on March 31, 2025 in the prescribed Form MGT-7 is available on the Companyâs website at satiateagri.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUT-GO
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology
for more efficient operations.
The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
given in the Annexure C to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its
locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the
dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited.
In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution
of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual,
temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment
and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the
most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and addressed by the Company during the
Financial Year 2024-25:
⢠No. of complaints at the beginning of the year: Nil
⢠No. of complaints received during the year: Nil
⢠No. of complaints disposed of during the year: Nil
⢠No. of complaints at the end of the year: Nil
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the
applicable provisions of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing
breaks, work from home provisions(where applicable), creche facility (where required) and protection against
dismissal during maternity leave.
The Company is deeply committed to promoting womenâs empowerment through progressive policies, leadership
opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both
legal standards and our core values of equality and inclusivity to fostering a compliant, equitable and employee-
friendly environment in line with intent and spirit of the Maternity Benefit Act, 1961.
RISK MANAGEMENT
The Company has formulated and implemented an effective risk management framework aligned with the risk
management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of
various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse
impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT
|
PARTICULARS |
NO. OF SHAREHOLDERS |
NO. OF EQUITY SHARES |
|
aggregate number of shareholders and the outstanding shares in |
-- |
-- |
|
number of shareholders who approached listed entity for transfer |
-- |
-- |
|
number of shareholders to whom shares were transferred from |
-- |
-- |
|
aggregate number of shareholders and the outstanding shares in |
-- |
-- |
|
that the voting rights on these shares shall remain frozen till the |
-- |
-- |
LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans, made investment or given guarantee or security in violation of Section 186 of the
Act, during FY 2024-25.
CHANGE IN REGISTRED OFFICE
The Company has changed its registered office from âCabin No. 1, Shop No. 6, Scheme No-71,Sec C Vikram Squre,
Indore, Sudama Nagar, Indore, Madhya Pradesh, India, 452009â to â31 SNEH NAGAR, F. NO. 18 VATSALAY
CHAMBER, Indore G.P.O., Indore, Indore, Madhya Pradesh, India, 452001â w.e.f. 02.09.2025.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an armâs length basis and were in
the ordinary course of the business. There are no materially significant related party transactions made by the
Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the
Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly
basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the
transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for
the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented.
Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of
contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies
Act, 2013 as required under Form AOC-2 is not applicable to the company.
Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 24 of the
Financial Statements for the Financial Year ended on March 31, 2025.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
During the period under review, no significant and material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an
effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Companyâs Code of Conduct.
The Company as part of the âvigil mechanismâ has in place a Board approved âWhistle Blower Policyâ to ensure that
genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good
governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed
at satiateagri.com.
This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against
victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional
circumstances. Further, no personnel have been denied access to the Ethics Officer.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the Financial Year under review, the Company has neither made any application nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
HUMAN RESOURCES
The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of
youth and experience and the success of organization is based on the capabilities, passion and integrity of its people.
The Company continues to attract and retain talent that focuses on sustained superior performance, provide them
opportunities to learn, realize their true potential and contribute positively to the success of the Company.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/
EMPLOYEE STOCK OPTION SCHEME
At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or
employee stock option scheme outstanding.
During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or
shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.
CORPORATE GOVENRANCE REPORT:
The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of
Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information required under
said clauses are not furnished hereafter.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and belief, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and judgements 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 and of the profit and loss of the Company for that period;
c) the directors had 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;
e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively; and
f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and operating effectively.
LISTING OF SECURITIES IN STOCK EXCHANGES:
The Companyâs Equity Shares are presently listed on BSE Limited.
INTERNAL AUDITOR:
The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor as per the requirement of section 138 of
the Companies Act,2013.
COST AUDITOR:
During the period under review, the Company is not required to maintain the cost records as per the provisions of
Section 148 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT:
During the year an Extra-Ordinary General Meeting (EGM) on requisition of the Company was duly convened on
Saturday, February 22, 2025. The shareholders removed old management and appoint new directors in the Company. The
previous management was found to be non-adherent to various statutory and regulatory compliances, resulting in
multiple instances of non-compliances. The new management has taken control over the Company after the financial year
end date and the new management has taken cognizance of these lapses and is fully committed to regularizing the affairs
of the Company. Steps are being undertaken to identify and rectify all such non-compliances, including the payment of
existing penalties and submission of necessary filings and disclosures. The new management is proactively working
towards bringing the Company into full compliance and ensuring good governance practices are maintained henceforth
PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:
A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was
led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst
other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of
the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance
& structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.
As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was
done by the Independent Directors. The performance evaluation of the respective Committees and that of independent
and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.
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 Companyâs policy on Directorâs appointment and remuneration and other matters provided in Section 178(3) of the
Act has been enclosed separately as Annexure E to this Report.
The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under
Investors Section.
OTHER DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:
⢠The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.
⢠There were no mergers/acquisitions during the year.
⢠The Company has no outstanding GDRs/ADRs/Warrants/ Options or any convertible instruments as
on 31st March 2025.
⢠The Company does not trade in commodities. The Commodity price risk and commodity hedging
activities are not applicable to the Company.
⢠List of all credit ratings obtained by the entity along with any revisions thereto during the relevant
financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or
proposal of the listed entity involving mobilisation of funds, whether in India or abroad : Not
Applicable
⢠The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.
⢠No significant and material orders have been passed by any Regulators or Court or Tribunal which can
have an impact on the going concern status and the Companyâs operation in future.
⢠There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
⢠The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended, is not applicable to your
Company for the financial year ending March 31, 2025.
⢠No Buyback of Securities taken place during the year under review.
⢠During the year under review, the Company has not failed to implement any Corporate Actions within the
specified time limit.
⢠Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 15 as amended, The Company does not have any
agreement which impact the management or control of the Company.
⢠In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boardâs Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.
⢠Disclosures on materially significant related party transactions that may have potential conflict with the
interests of listed entity at large:
All the Related Party Transactions are entered on armâs length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant Related Party Transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large.
Kindly refer to the notes forming part of accounts for the details of Related Party Transactions.
⢠Details of establishment of vigil mechanism / whistle blower policy, and affirmation that no personnel
has been denied access to the audit committee:
The Company has implemented a Whistle Blower Policy covering the employees. The Policy enables
the employees to report to the management instances of unethical behavior, actual or suspected fraud
or violation of the Companyâs code of Conduct. Employees can lodge their Complaints through
anonymous emails besides usual means of communications like written complaints. No personnel have
been denied access to the Audit Committee.
⢠Compliance with Mandatory/Non-mandatory requirements:
The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended and the status of non¬
mandatory (discretionary) requirements are given below:
1. Chairman is elected in Meeting.
2. In view of publication of the financial results of the Company in the newspapers having wide
circulation and dissemination of the same on the website of the Stock Exchange.
3. The Companyâs financial statements for the financial year 2024-2025 have been accompanied with
unmodified opinion - both on quarterly and yearly basis.
4. The Chairman is elected in Meeting. No Managing Director in the Company.
5. The Company has complied with the requirements of the regulatory authorities on capital market and
no penalties have been imposed against it in the last three years.
6. The Company has appointed Sanju Choudhary, Company Secretary as the Nodal Officer for the
purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination
with the IEPF Authority. The said details are also available on the website of the Company.
CAUTIONARY STATEMENT
The Statement made in this Report and Management and Discussion and Analysis Report relating to the Companyâs
objective, projections, outlook, expectations and others may be âforward looking statementsâ within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors
could make difference to the Companyâs operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.
ACKNOWLEDGEMENT
The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other
regulatory and Government Bodies, Companyâs Auditors, Customers, Bankers, Promoters and Shareholders.
The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support
from shareholders for their support.
By and order of the Board of Directors
For Satiate Agri Limited
Place: Indore
Date:
SUDHIR JAIN
MANAGING DIRECTOR
DIN: 00046442
Registered Office: 31 SNEH NAGAR, F. NO. 18
VATSALAY CHAMBER, Indore G.P.O., Indore,
Madhya Pradesh, India, 452001
CIN: L24111MP1986PLC003741
Email: [email protected]
Website: www.satiateagri.com
Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025
The Audit Committee met four times during the year 2024-2025, held its meetings on 27.05.2024; 14.08.2024;
13.11.2024; and 14.02.2025 and the gap between two meetings did not exceed one hundred and twenty days.
The Company Secretary is the Secretary of the Committee.
Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and
internal auditors, to be present at its meetings.
b. Brief terms of reference:
1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;
2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditorsâ report thereon
before submission to the board for approval, with particular reference to:
i. Matters required to be included in the directorsâ responsibility statement to be included in the
boardâs report in terms of clause (c) of sub-section 3 of section 134 of the Act,
Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025
The Nomination and Remuneration Committee met five times during the year 2024-2025, held its meetings on
24.04.2024, 19.07.2024, 14.10.2024, 22.02.2025,10.03.2025.
b. Brief terms of reference:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
Key Managerial Personnel and other employees;
2. formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;
3. devising a policy on diversity of Board of Directors;
4. identifying persons who are qualified to become Directors and who may be appointed in Senior
management in accordance with the criteria laid down, and recommend to the Board of Directors their
Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025
The Stakeholders Relationship Committee met four times during the year 2024-2025, held its meetings on
24.04.2025, 14.08.2024, 15.11.2024 and 14.02.2025.
Jayeshbhai Poptbhai Patel appointed on 10.03.2025 and has resigned w. e.f. 23.08.2025
# Khodidas Moghriya appointed on 10.03.2025 and has resigned w.e.f. 25.08.2025
Mar 31, 2024
Your directors have pleasure in presenting their 37th Annual Report on the business and operations of the
Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion
and Analysis is also included in this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:
(Rs. In
Lacs)
|
Particulars |
Year Ended |
|
|
31.03.2024 |
31.03.2023 |
|
|
Gross Sales/Income |
20.40 |
9234.58 |
|
Depreciation |
0.00 |
0.00 |
|
Profit/(Loss) before Tax |
(11.78) |
94.35 |
|
T axes/ Deferred T axes |
0.00 |
25.47 |
|
Profit/(Loss) After T axes |
(11.78) |
68.88 |
|
P& L Balance b/f |
(224.37) |
(293.24) |
|
P& L Balance c/f |
(236.14) |
(224.37) |
2. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF
COMPA- NYâS AFFAIR:
During the year under review the total income was Rs. 20.40 Lacs as compared to Rs.9234.58 Lacs of the
previous Year 2023-24. After making all necessary provisions for current year and after taking into account the
current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (236.14)
Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to come out
from the adverse financial circumstances and to achieve targeted turnover in the segment of agriculture projects.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year, the company has not changed its business.
4. CHANGE OF NAME:
Company has changed their name from Shaba Chemicals Limited to Satiate Agri Limited w.e.f. August 08,
2023.
5. CHANGE OF REGISTERED OFFICE:
During the year the Company has changed its registered office from 101, Rajani Bhawan, 569/2 M G Road,
Indore-452001, Madhya Pradesh to 1 Cabin No.2, Shop No. 6, Scheme No-71 Sec C Vikram Squre, Sudama
Nagar, Indore-452009 w.e.f. October 17, 2023.
6. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence,
Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention
here.
7. FINANCE:
The Company has not borrowed loan from any Bank during the year under review.
8. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2024 was Rs. 2,91,63,500.
A) Allotment of equity shares pursuant to conversion of convertible warrants:
During the year under review, the Company has not issued equity shares.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.
9. DIVIDEND:
The Board of Director of the company has not recommended dividend for the financial year 2032-24.
10. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES:
The Company has no subsidiaries, Associates and Joint Venture Companies.
11. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
|
Mr. Utpalbhai Raval |
Managing Director |
|
|
Mr. Nirmal Patel |
Chief Financial Officer |
|
|
Ms. Sanju Choudhary |
Company Secretary & Compl |
iance officer |
b) Director:
The following are the Director of the Company.
|
Mr. Utpalbhai Raval |
Managing Director |
|
Mr. Hargovindbhai Sutariya |
Executive Director |
|
Mr. Indrakumar Mahajan |
Non-Executive-Independent Director |
|
Mr. Kaushikbhai Hirpara |
Non-Executive-Independent Director |
|
Mrs. Pushpaben Patel |
Non-Executive-Independent Director |
c) Appointment/Re-appointment:
⢠Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act,
2013, Mr. Hargovindbhai Sutariya (DIN: 10195414), Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for re¬
appointment.
d) Changes in Directors and Key Managerial Personnel:
During the year and up to this AGM, the following changes occurred in the Composition of Board Directors
due to Appointments and Resignations of Directors and KMP:
|
Name and Designation |
Date of Appointment |
Date of Resignation |
|
Mrs. Sangeeta Neema (Managing Director) |
-- |
11/08/2023 |
|
Mr. Jay Kishan Nema (Executive Director) |
-- |
11/08/2023 |
|
Mr. Gaurav Mevada (Independent Director) |
-- |
11/08/2023 |
|
Mr. Radheshkumar Mevada (Independent Director) |
-- |
11/08/2023 |
|
Mr. Utpalbhai Raval (Managing Director) |
13/06/2023 |
-- |
|
Mr. Hargovindbhai Sutariya (Executive Director) |
13/06/2023 |
-- |
|
Mr. Kaushikbhai Hirpara (Independent Director) |
28/03/2023 |
19/07/2024 |
|
Mrs. Pushpaben Patel (Independent Director) |
14/08/2023 |
-- |
|
Mr. Pulkit Raghav (Additional Director) |
19/07/2024 |
-- |
|
Mrs. Falguni Patel |
-- |
31/01/2024 |
|
Ms. Sanju Choudhary |
24/04/2024 |
e) Declaration by an Independent Director(s) and reappointment, if any:
All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on
the Companyâs Website i.e., www .shabachemicalslimited.in
12. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual
Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on
website of the Company and can be accessed at www.shabachemicalslimited.in
13. INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)
There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.
14. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met eight times (08). The details of the board meetings are as under.
|
26/05/2023 |
13/06/2023 |
14/08/2023 |
18/08/2023 |
|
17/10/2023 |
03/11/2023 |
31/01/2024 |
14/02/2024 |
The Board of Directors of the Company were present at the following Board Meeting held during the year
under review:
|
Name of Director |
Board Meeting |
Meetings attended |
Attendance at last |
|
Mr. Utpalbhai Raval |
8 |
7 |
Yes |
|
Mr. Hargovindbhai Sutariya |
8 |
7 |
Yes |
|
Mrs. Pushpaben Patel |
8 |
6 |
Yes |
|
Mrs. Sangeeta Neema |
8 |
2 |
No |
|
Mr. Indrakumar Mahajan |
8 |
8 |
Yes |
|
Mr. Jay Kishan Nema |
8 |
2 |
No |
|
Mr. Gaurav Mevada |
8 |
2 |
No |
|
Mr. Radheshkumar Mevada |
8 |
2 |
No |
|
Mr. Kaushikbhai Hirpara |
8 |
8 |
No |
15. DIRECTORSâ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;
b. That such accounting policies have been selected and applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going concern basis.
e. That proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and
Remuneration Committees.
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of
its committees and individual Directors, including the Chairman of the Board. The exercise was carried out
through a structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual
Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at
the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and
the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied
with the evaluation results, which reflected the overall engagement of the Board and its Committees with the
Company.
17. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also being
supported by the report of the auditors of the Company as no fraud has been reported in their audit report for
the financial year ended March 31, 2024.
18. BOARDâS COMMENT ON THE AUDITORSâ REPORT:
There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for
any further comments under section 134(3)(f) of the Companies Act, 2013.
19. AUDITORS:
A. Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 (âthe Actâ), and the Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. A A A M & CO LLP,
Chartered Accountants (FRN: 038189N), has been appointed. confirmed and ratified as the Statutory
Auditors of the Company for the financial year 2024-25, to fill the casual vacancy caused due to the
resignation of M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN. 006103C), to hold office
from August 14, 2024 till the conclusion of the 37th Annual General Meeting, duly recommended by the
Audit Committee of the Company.
Further, M/s. A A A M & CO LLP, Chartered Accountants (FRN: 038189N), is required to appoint as the
Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 37th Annual
General Meeting until the conclusion of the 42nd Annual General Meeting to be held in the year 2029 on
such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the
Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupal Patel,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as âAnnexure -Aâ.
Reply for qualification Remark in Secretarial Audit Report:
|
Sl. No. |
Remarks |
Reply |
|
|
1. |
The Company has not appointed Internal Auditor as per |
The Company |
is in process of finding |
|
Sl. No. |
Remarks |
Reply |
|
2013 |
auditors and taken serious note on such |
|
|
2. |
The website of the company has not been updated as |
The Company has taken serious note on |
|
4. |
The company has not provided E voting facility in any of |
It was held due to certain technical issues. |
|
5. |
100% promoter holding is not in demat form as required |
The Company has informed all promoters |
|
6. |
The Company has not published notice of meeting of the |
Even though the company has not |
|
7. |
The quarterly certificate as required under regulation 74(5) |
It happened due to financial crunch of the |
|
8. |
The compliance Certificate Pursuant to Regulation 7(3) of |
It happened due to financial crunch of the |
|
9. |
The Company has not taken any steps for |
The Company has taken serious note on |
|
10 |
The Minutes and attendance sheet of the company are not |
The Company has taken expert advice to |
20. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 (three) Members. as well as
those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and
annual financial statements before submission to the Board, ensure compliance of internal control systems and
internal audit, timely payment of statutory dues and other matters.
During the year under review, 5 meetings of the committee were held 26/05/2023, 14/08/2023, 18/08/2023,
03/11/2023 and 14/02/2024. The composition of committee and attendance at its meetings is given below:
|
Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes during the year and till |
|
|
App |
Resign |
|||||
|
1 |
Mr. Kaushikbhai |
Chairman |
Non-Executive- Independent Director |
5 |
||
|
2 |
Mr. Indrakumar |
Member |
Non-Executive - Independent Director |
5 |
||
|
3 |
Mr. Gaurav Mevada |
Member |
Non-Executive- Independent Director |
2 |
14/08/2023 |
|
|
4 |
Mrs. Pushpaben |
Member |
Non-Executive- Independent Director |
3 |
18/08/2023 |
|
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during
the year.
21. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration Committee of
Directors mainly for the purposes of recommending the Companyâs policy on Remuneration Package for the
Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in
respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 members. During the year under review, 02
(Two) meetings of the committee were held on 13/06/2023, 14/08/2023, 18/08/2023, 31/01/2024 and
28/03/2023. The name of members, Chairman and their attendance at the Remuneration Committee Meeting
are as under Committee of Board:
|
Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes during the year and till |
|
|
App |
Resign |
|||||
|
1 |
Mr. Kaushikbhai |
Chairman |
Non-Executive- Independent Director |
4 |
||
|
2 |
Mr. Indrakumar |
Member |
Non-Executive - Independent Director |
4 |
||
|
3 |
Mr. Gaurav Mevada |
Member |
Non-Executive- Independent Director |
2 |
14/08/2023 |
|
|
4 |
Mrs. Pushpaben |
Member |
Non-Executive- Independent Director |
2 |
18/08/2023 |
|
22. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 members. During the year under review, 5 meetings
of the committee were held 07/04/2023, 07/07/2023, 18/08/2023, 11/10/2023 and 04/01/2024. The name of
members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee
of Board:
|
Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes during the year and till |
|
|
App |
Resign |
|||||
|
1 |
Mr. Kaushikbhai |
Chairman |
Non-Executive- Independent Director |
5 |
||
|
2 |
Mr. Indrakumar |
Member |
Non-Executive - Independent Director |
5 |
||
|
3 |
Mr. Gaurav |
Member |
Non-Executive- Independent Director |
2 |
14/08/2023 |
|
|
4 |
Mrs. Pushpaben |
Member |
Non-Executive- Independent Director |
3 |
18/08/2023 |
|
The status of shareholdersâ complaints during the year under review (March 31, 2024) is given below: -
|
Complaints Status: 01.04.2023 to 31.03.2024 |
|
|
Number of complaints received so far |
9 |
|
Number of complaints solved |
6 |
|
Number of pending complaints |
3 |
Compliance Officer:
Ms. Sanju Chaudhary, is Compliance Officer of the company for the purpose of complying with various
provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges,
Registrar of Companies and for monitoring the share transfer process etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved by share
transfer committee. Share Transfer requests received in physical form are registered within 30
days and demat requests are confirmed within 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:
Name : Skyline Financial Services Pvt Ltd
Address : D-153 A, 1st Floor,
Okhla Industrial Area
Tel : 011-26812682
Email : [email protected]
23. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the
balance amount of Rs. (11.78)/- lacs has been carried forward to profit & loss account.
24. DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue
deposits as at March 31, 2024.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements in compliance with the provisions of
section 186 of the Companies Act, 2013.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related party during the year under
review.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which would impact the going
concern status of the Company and its future operations.
28. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending (except the previous years which was already disclosed) under the Insolvency
and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts
29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions.
30. WEBSITE OF YOUR COMPANY
Your Company maintains a website www.shabachemicalslimited.in where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 has been provided.
31. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where
the Companyâs Shares are listed.
32. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees.
33. CORPORATE SOCIAL RESPONSIBILITY:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014, (Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following
class of companies:
Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25
crore, as on the last day of the previous financial year;
Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply
with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 within six months from the date on which the provisions became applicable to the company.
Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crore and Net
Worth of the Company has not exceeded Rs.25 crore, as on 31st March, 2024 and hence Corporate Governance
is not applicable to the Company.
34. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs
will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to
implement business strategies, the manner in which the company operates and reputation as âRisksâ. Further
such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is
carried out to identify, evaluate, manage and monitoring all the three types of risks.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all the
process owners to ensure that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and its subsidiaries. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.
36. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.
37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement.
38. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on record its
sincere appreciation of the devoted efforts of all employees in advancing the Companyâs vision and strategy to
deliver good performance.
39. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report and is also available on the Companyâs website at
www.shabachemicalslimited.in.
40. CORPORATE GOVERNANCE
The paid-up share capital and net worth is below the prescribed limit for mandatory applicability of Corporate
Governance Report so the Company has decided not to opt for the time being.
41. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March,
2024 and marked as âANNEXURE-Bâ
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
During the year conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is nil.
43. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the Company which has
occurred between the end of financial year as on 31st March, 2024 and the date of Directorâs Report.
44. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as âAnnexure- Câ to the Boardâs report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
45. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2023-24, the company has not received any complaints on sexual harassment and
hence no complaints remain pending as of March 31, 2024.
46. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company
secretaries of India relating to âMeetings of the Board of Directorsâ and General Meetingsâ and âReport of the
Board of Directorsâ respectively, have been duly followed by the Company.
47. PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into
effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention
of Insider Trading.
The New Code viz. âCode of Internal Procedures and Conduct for regulating, Monitoring and reporting of
Trading by Insidersâ and âCode of Practices and Procedures for fair Disclosure of Unpublished price Sensitive
Informationâ has been framed and adopted. The Code requires pre-clearance for dealing in the Companyâs
shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Company is Responsible for implementation of the Code.
48. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the Company.
By Order of the Board of Directors
For Satiate Agri Limited
(Formerly known as Shaba Chemicals Limited)
Place: Indore Sd/-
Date: 05/09/2024 Utpalbhai Raval
Managing Director
DIN: 08498407
Registered Office:
1 Cabin No. 1, Shop No. 6, Scheme No-71,
Sec C Vikram Squre, Sudama Nagar,
Indore-452009, Madhya Pradesh
CIN: L24111MP1986PLC003741
Email: [email protected]
Website: www.shabachemicalslimited.in
Mar 31, 2014
Dear Members
The Directors are pleased to present their 27th Annual Report together
with the audited accounts of the Company for the year ended on 31st
March 2014 along with the Report of the Auditors thereon.
FINANCIAL RESULTS
Year Ended Year Ended
31st March ,2014 31st March ,2014
(Rs. In Lacs) (Rs. In Lacs)
Turnover 0 0
Other Income 1.39 1.18
Profit / (Loss) before 0.6 .16
Depreciation
Less: Depriciation
Income Tax Earlier Years
Net profit(Loss) For the year .06 .16
DIVIDEND
There is no distributable profit for the year so your Directors do not
recommended any dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion & analysis report , as required under the listing
agreement with the Stock Exchanges is enclosed at Annexure ''A''.
PUBLIC DEPOSITS
During the year under review the company has neither accepted nor
invited any public deposits within the meaning of section 73 of the
companies Act, 2013 read with the companies (Acceptance Of Deposits)
rules2014. Also there are no outstanding Public Deposits.
OPERATION
The management has suspend the production from April, 1998 because of
the actual financial crisis and liquidity crunch which compelled the
management to retrench the workers and the staff and surrender the
power, connection. The production has not been resuming during the
year.
DIRECTOR
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Sangeeta Neema ,the
Director of the Company retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers herself for re-appointment.
In accordance with Section 149 and other applicable provisions of the
Companies Act, 2013, your directors Mr. Indra Kumar Mahajan and Mr.
Bharat Kumar Neema (Already existing Independent non executive Director
and retired by rotation offer himself for the same) are seeking
appointment as Independent Director for a term of five consecutive
years upto September 30th, 2019.Details of the proposal for the
appointment of Mr. Indra Kumar Mahajan and Mr. Bharat Neema l are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act 2013 of the Notice of the 27th Annual General Meeting.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the director
to the best of their knowledge and belief confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and have made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at the end of the financial year ended 31st
March 2014 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts for the year ended
31st March 2014 on as a going concern basis.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken the Green initiative in
Corporate Governance by allowing paperless compliances by Companies
through electronic mode. The Company supports the Green initiative and
has accordingly decided to send all communications to its shareholders
to their respective registered e- mail addresses. Hence, the Company
appeals to its shareholders who are yet to register their e-mail
addresses that they take necessary steps for registering same so that
they can also become a part of the initiative and contribute towards a
Greener environment.
Auditors And Auditors Report:
M/s. S.N. Kabra & Co, Chartered Accountants, the statutory auditors of
the Company, hold office till the conclusion of the forthcoming AGM and
are eligible for re-appointment. Pursuant to the provisions of section
139 of the Companies Act, 2013 and the Rules framed thereunder, it is
proposed to appoint M/s. S.N. Kabra & Co. as statutory auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion
of the thirtieth AGM to be held in the year 2017, subject to
ratification of their appointment at every AGM.
The Notes on Accounts referred to in the Auditor Report are self
explanatory and there fore do not call of any further comments.
COMPLIANCECERTIFICATE:
In the terms of the provisions of Section 3 83A of the Companies Act,
1956, Compliance Certificate from M/s K.G. Mujawadia & Associates ,
Company Secretaries, 410, Ashirwad Appartment, 37 Kailash Park
ColonyNear Gita Bhawan, Indore . The report being self explanatory
needs no comments.
PARTICULARS OF EMPLOYEES
There was no employee during the period drawing remuneration attracting
the provisions of section 217(2A) of the Companies Act,1956 read with
the Companies(Particulars Of Employees) Rules,1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and endeavors to maximuisze the wealth of
shareholders by managing the affairs of the company with a pre-eminent
level of accoumabiilty, transparency and integrity.
A report on Coiporate Governance as required under clause 49 of the
Listing Agreement is attached.
LISTING AT STOCK EXCHANGES.
The equity shares of the company continue to be listed at Bombay Stock
Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore
and ASE. The Company has paid the annual Listing Fee for the financial
year 2013-14 to Bombay Stock Exchange Ltd.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has suspended production since April 1998, hence statement
in accordance with the provision 271(1) (e) of the companies Act, 1956
read with the Companies (Disclosure of particulars in the report of
board of directors) Rules 1988; regarding conservation of energy is not
furnished.
FORIGN EXCHANGE EARNINGS AND OUTGO
There is no exchange earnings and Outgo during the year.
AUDIT COMMITTEE
As per the provisions of the Companies Act, 2013 and amended Listing
Agreement with the Stock Exchanges, the Audit Committee of the company
comprised of two non-executive independent Directors. Further, Chairman
of the Audit Committee is an independent Director.
Name Of Directors Categories
Mrs. Sangeeta Neema Women Director
Mr. Bharat Neema (Chairman) Non-Executive & Independent
Director
Mr. Ritesh Jain Whole Time Director & Executive
Director
Mr. Jaikishan Neema Non-Executive & Independent
Director
EMPLOYEES PARTICULARS
During the year there were no employee drawing remuneration in excess
of ceiling provided Under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975, hence
prescribed particulars have not been furnished.
PERSONNEL
The workers and the staff of the Company have been retrenched since
June 1998 due to acute financial crisis and there are no workers or the
staff members on the Company''s payroll.
ACKNOWLEDGEMENT
Your Directors acknowledge with thanks the faith reposed by the
shareholders in the company and look forward to their continued support
from time to time.
For and on be half-of the Board
Place: Indore SHABA CHEMICALSLIMITED
Date: 11.05.2014
Mr. Ricesh Jain
(W T Director)
Sd/-
Mrs. Sangeeta Neema
(Director)
Sd/-
Mar 31, 2013
To, The Members of SHABA CHEMICALS LIMITED
The Directors are pleased to present their 26th Annual Report together
with the audited accounts of the Company for the year ended on 31st
March 2012 along with the Report of the Auditors thereon.
FINANCIAL RESULTS
Year Ended Year Ended
31st March,
2013 31st March,
2012
(Rs. In Lacs)(Rs. In Lacs)
Turnover 0 29.74
Other Income 1.18 1.12
Profit / (Loss) before .16 .09
Depreciation
Less: Depriciation
Income Tax Earlier Years
Net profit(Loss) For the year .16 .09
DIVIDEND
There is no distributable profit for the year so your Directors do not
recommended any dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion & analysis report , as required under the listing
agreement with the Stock Exchanges is enclosed at Annexure ÂAÂ.
PUBLIC DEPOSITS
During the year under review the company has neither accepted nor
invited any public deposits within the meaning of section 58A of the
companies Act, 1956 rea with companies (Acceptance Of Deposits)
rules1975. Managing also there are no outstanding Public Deposits.
OPERATION
The management has suspend the production from April, 1998 because of
the actual financial crisis and liquidity crunch which compelled the
management to retrench the workers and the staff and surrender the
power, connection. The production has not been resuming during the
year.
DIRECTOR
Mr. Rajkumar Jain Director of the Company retires by rotation at the
ensuing Annual General Meeting and Mr. Bharat Neema (Chartered
Accountant) proposed to be appointed as Director in forthcoming Annual
General Meeting.
DIRECTORÂS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the director
to the best of their knowledge and belief confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and have made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at the end of the financial year ended 31st
March 2013 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts for the year ended
31st March 2013 on as a going concern basis.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken the Green initiative in
Corporate Governance by allowing paperless compliances by Companies
through electronic mode. The Company supports the Green initiative and
has accordingly decided to send all communications to its shareholders
to their respective registered e- mail addresses. Hence, the Company
appeals to its shareholders who are yet to register their e-mail
addresses that they take necessary steps for registering same so that
they can also become a part of the initiative and contribute towards a
Greener environment.
Auditors And Auditors Report:
M/s. S.N. Kabra & Co., Chartered Accountants are statutory auditors of
the Company for the financial year 2012-13. The Board of Directors of
the Company has decided that the appointment of statutory auditors
should be done on a rotational basis.
The Notes on Accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further comments.
COMPLIANCECERTIFICATE:
In the terms of the provisions of Section 383A of the Companies Act,
1956, Compliance Certificate from M/s K.G. Mujawadia & Associates ,
Company Secretaries, 410, Ashirwad Appartment, 37 Kailash Park
ColonyNear Gita Bhawan, Indore . The report being self explanatory
needs no comments.
PARTICULARS OF EMPLOYEES
There was no employee during the period drawing remuneration attracting
the provisions of section 217(2A) of the Companoies Act,1956 read with
the Companies(Particulars Of Employees) Rules,1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and endeavors to maximize the wealth of
shareholders by managing the affairs of the company with a pre-eminent
level of accountability, transparency and integrity. A report on
Corporate Governance as required under clause 49 of the Listing
Agreement is attached.
LISTING AT STOCK EXCHANGES:
The equity shares of the company continue to be listed at Bombay Stock
Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore.
The Company has paid the annual Listing Fee for the financial year
2012-13 to Bombay Stock Exchange Ltd.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has suspended production since April 1998, hence statement
in accordance with the provision 271(1) (e) of the companies Act, 1956
read with the Companies (Disclosure of particulars in the report of
board of directors) Rules 1988; regarding conservation of energy is not
furnished.
FORIGN EXCHANGE EARNINGS AND OUTGO
There is no exchange earnings and Outgo during the year.
AUDIT COMMITTEE
As per the provision of the companies act,1956 and Listing Agreement
with the stock Exchange, The Audit Committee of the Company is
comprised of two Non-executive DirectorÂs
Name Of Directors Categories
Mrs. Sangeeta Neema (Chairman) Non-Executive & Independent Director
Mr. Rajkumar Jain Non-Executive & Independent Director
Mr. Ritesh Jain Whole Time Director & Executive Director
As per the provisions of the Companies Act,1956 and amended Listing
Agreement with the Stock Exchanges, the Audit Committee of the Company
comprised of two nonexecutive Independent Directors. Further, Chairman
of the Audit committee is an Independent Director.
EMPLOYEES PARTICULARS
During the year there were no employee drawing remuneration in excess
of ceiling provided Under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975, hence
prescribed particulars have not been furnished.
PERSONNEL
The workers and the staff of the Company have been retrenched since
June 1998 due to acute financial crisis and there are no workers or the
staff members on the CompanyÂs payroll.
ACKNOWLEDGEMENT
Your Directors acknowledge with thanks the faith reposed by the
shareholders in the company and look forward to their continued support
from time to time.
For and on behalf of the Board
Place: Indore SHABA CHEMICALS LIMITED
Date: 07.08.2013
Mr. Ritesh Jain (W T Director)
Sd/-
Mrs. Sangeeta Neema (Director)
Sd/-
Mar 31, 2011
To The Members of SHABA CHEMICALS LIMITED
The Directors are pleased to present their 24th Annual Report together
with the audited accounts of the Company for the year ended on 31st
March 2011 along with the Report of the Auditors thereon.
FINANCIAL RESULTS
Year Ended Year Ended
31st March,11 31st March,10
(Rs. In Lacs) (Rs. In Lacs)
Turnover 63.63 71.88
Profit / (Loss) before
Depreciation .09 .23
Less: Depreciation -- ---
Income Tax earlier Years -- --
Net Profit/ (Loss) for the year .09 .23
DIVIDEND
There is no distributable profit for the year so your Directors do not
recommended any dividend for the year.
OPERATION
The management has suspend the production from April, 1998 because of
the actual financial crisis and liquidity crunch which compelled the
management to retrench the workers and the staff and surrender the
power, connection. The production has not been resume during the year.
Moreover company has trading of commodities during the year and
exploring business in this area.
DIRECTOR
Mrs. Sangeeta Neema Director of the Company retires by rotation at the
ensuing Annual General Meeting and his replacement is being sought.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the director
to the best of their knowledge and belief confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and have made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at the end of the financial year ended 31st
March 2011 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts for the year ended
31st March 2011 on as a going concern basis.
AUDITOR
M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the
post of Statutory Auditor of the company, and M/S S. N. Kabra & Co.
Chartered Accountants appointed Statutory Auditors of the Company.
CORPORATE GOVERNANCE
A report on Corporate Governance as required under clause 49 of the
Listing Agreement is attached.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has suspended production since April 1998, hence statement
in accordance with the provision 271(1) (e) of the companies Act, 1956
read with the Companies (Disclosure of particulars in the report of
board of directors) Rules 1988; regarding conservation of energy is not
furnished.
EMPLOYEES PARTICULARS
During the year there were no employee drawing remuneration in excess
of ceiling provided Under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975, hence
prescribed particulars have not been furnished.
PERSONNEL
The workers and the staff of the Company have been retrenched since
June 1998 due to acute financial crisis and there are no workers or the
staff members on the Company's payroll.
ACKNOWLEDGEMENT
Your Directors acknowledge with thanks the faith reposed by the
shareholders in the company and look forward to their continued support
from time to time
For and on behalf of the Board
Place: Indore SHABA CHEMICALS LIMITED
Date : 11.05.2011
Mr. Ritesh Jain
(W T Director)
Sd/-
Mr. Rajkumar Jain
(Director)
Mar 31, 2010
The Directors are pleased to present their 23rd Annual Report together
with the audited accounts of the Company for the year ended on 31st
March 2010 along with the Report of the Auditors thereon.
FINANCIAL RESULTS
Year Ended Year Ended
31st March, 10 31st March. 09
(Rs. In Lacs) (Rs. In Lacs)
Turnover 71.88 26.30
Profit / (Loss) before Depreciation .23 .42
Less: Depreciation - -
Income Tax earlier Years - -
Net Profit/ (Loss) for the year .23 .42
DIVIDEND
There is no distributable profit for the year so your Directors do not
recommended any dividend for the year.
OPERATION
The management has suspend the production from April. 1998 because of
the actual financial crisis and liquidity crunch which compelled the
management to retrench the workers and the staff and surrender the
power, connection. The production has not been resume during the year.
Moreover company has trading of commodities during the year and
exploring business in this area.
DIRECTOR
Shri Rajkumar Jain Director of the Company retires by rotation at the
ensuing Annual General Meeting and his replacement is being sought.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act. 1956. the director
to the best of their knowledge and belief confirm that:
i) In the preparation of the annua] accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and have made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at the end of the financial year ended 31st
March 2010 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts for the year ended
31st March 2010 on as a going concern basis.
AUDITOR
M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the
post of Statutory Auditor of the company, and M/S S. N. Kabra & Co.
Chartered Accountants appointed Statutory Auditors of the Company.
CORPORATE GOVERNANCE
A report on Corporate Governance as required under clause 49 of the
Listing Agreement is attached.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has suspended production since April 1998. hence statement
in accordance with the provision 271(1) (e) of the companies Act. 1956
read with the Companies (Disclosure of particulars in the report of
board of directors) Rules 1988: regarding conservation of energy is not
furnished.
EMPLOYEES PARTICULARS
During the year there were no employee drawing remuneration in excess
of ceiling provided Under Section 217 (2A) of the Companies Act. 1956
read with the Companies (Particulars of Employees) Rules 1975, hence
prescribed particulars have not been furnished.
PERSONNEL
The workers and the staff of the Company have been retrenched since
June 1998 due to acute financial crisis and there are no workers or the
staff members on the Companys payroll.
ACKNOWLEDGEMENT
Your Directors acknowledge with thanks the faith reposed by the
shareholders in the company and look forward to their continued support
from time to time
For and on behalf of the Board
SHABA CHEMICALS LIMITED
Mr. Ritesh Jain
(W T Director)
Sd/-
Mr. Rajkumar Jain
(dIRECTOR)
Sd/-
Place: Indore
Date: 27.06.2010
Mar 31, 2009
The Directors are pleased to present their 22 Annual Report together
with the audited accounts of the Company for the year ended on 31st
March 2009 along with the Report of the Auditors thereon.
FINANCIAL RESULTS
Year Ended Year Ended
31 st March, 09 31 st March, 08
(Rs. In Lacs) (Rs. In Lacs)
Turnover 26.30 26.90
Profit / (Loss) before Depreciation 0.42 0.06
Less: Depreciation
Income Tax earlier Years
Net Profit/(Loss) for the year 0.42 0.06
DIVIDEND
There is no distributable profit for the year so your Directors do not
recommended any dividend for the year.
OPERATION
The management has suspend the production from April, 1998 because of
the actual financial crisis and liquidity crunch which compelled the
management to retrench the workers and the staff and surrender the
power, connection. The production has not been resume during the ^ear
Moreover company has trading of commodities during the year and
exploring business in this area.
DIRECTOR
Mrs. Sangeeta Neema Director of the Company retires by rotation at the
ensuing Annual General -Meeting and his replacement is being sought.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the director
to the best of their knowledge and belief confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the propervexplanation relating
to material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and have made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at the end of the financial year ended 31st
March 2009 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts for the year ended
31st March 2009 on as a going concern basis.
AUDITOR
M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the
post of Statutory Auditor of the company, and M/S JSL N. Kabra & Co.
Chartered Accountants appointed Statutory Auditors of the Company.
CORPORATE GOVERNANCE
A report on Corporate Governance as required under clause 49 of the
Listing Agreement is attached.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has suspended production since April 1998, hence statement
in accordance with the provision 271(1) (e) of the companies Act, 1956
read with the Companies (Disclosure of particulars in the report of
board of directors) Rules 1988, regarding conservation of energy is nor
furnished.
EMPLOYEES PARTICULARS
During the year there were no employee drawing remuneration in excess
of ceiling provided Under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975, hence
prescribed particulars have not been furnished.
PERSONNEL
The workers and the staff of the Company have been retrenched since
June 1998 due to acute financial crisis and there are no workers or the
staff members on the Companys payroll.
ACKNOWLEDGEMENT
Your Directors acknowledge with thanks the faith reposed by the
shareholders in the company and look forward to their continued support
from time to time
For and on behalf of the Board
Place: Indore SHABA CHEMICALS LIMITED
Date: 27.06.2009
Mr. Ritesh Jain
(Director)
Mr. Rajkumar Jain
(Director)
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