DIRECTORS' REPORT TO THE SHAREHOLDERS To, The Members Sagar Soya Products Limited 1.Your Directors have great pleasure in presenting 33rd ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2015. 2. TRANSFERS There are no transfers to any specific reserves during the year. 3. REVIEW OF OPERATIONS The Company has incurred profit of Rs. 2,80,477 during the financial year as compared to Losses Rs. (51,26,147.40) during the last year. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years. 4. DIVIDEND In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2015 with a view to conserve resources. 5. FUTURE PROSPECTS The product range includes manufacture vegetable oils from soyabean and other oil seeds and oil cakes by solvent extraction process. The focus of the company is towards increasing the demand of the product in the market and the Company is also in process of trading into agro-commodity in the market. 6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 7. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A and is attached to this Report. 8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. 9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The Company has not made any loans, guarantees and investment under Section 186 of the Companies Act, 2013 11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure B to Director's Report 12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. 13. PARTICULARS OF REMUNERATION No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as there are no employees drawing remuneration in excess of the prescribed limits. As the remuneration of Director's is nil, the information as required under section 197 (12) of the Companies Act 2013, the median salary paid to the employees of the company is at a comparative level with that paid to the director's. The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 13, 2015 that the remuneration is as per the remuneration policy of the Company The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Company's website: www.sagarsoyaproducts.com 14. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure C to Director's Report 15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW During the financial year, the Board had met four times on 28th May, 2014 ; 14th August, 2014 ; 14th November, 2014 and 13th February, 2015 16. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm: (i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure. (ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and that of the profit of the Company for the year ended on that date. (iii) 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 ofthe Company and for preventing and detecting fraud and other irregularities. (iv) That the annual accounts have been prepared on a going concern basis. and (v) The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 17. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 18. DIRECTORS Mr.Gaurav Patel died on 14th January, 2015. Your Directors place their appreciation for the work done by him during his tenure. The Board of Directors at their meeting held on August 14, 2015 approved re-appointment of Mr. Arvindbhai Patel as Executive Director and CFO subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of three years commencing from August 14, 2015 to August 13, 2018 The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Arvindbhai Patel, as Executive Director and CFO of the Company. Your Directors recommend his appointment. 19. REGISTERED OFFICE: The company has shifted its registered office by postal ballot from the state of Madhya Pradesh to state of Maharashtra as per the orders of Regional Director, Northern region dated 22nd October, 2014 further with the approval of the Board obtained in the meeting dated 14th August, 2015, Registered office is shifted from 302, 3rd Floor, Samarpan Complex, New Link Road, Chakala, Andheri (East), Mumbai - 400099 to 32, Vyapar Bhavan, 49, P.D. Mello Road, Mumbai, Maharashtra-400009. 19. FORFEITURE OF SHARES The Company has Forfeited 8,45,030 Shares (Eight Lakh Forty Five Thousand and Thirty) with effect from 31.03.2014 and for the same the Company has received approval from BSE Limited on 2nd July, 2014. 20. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules 21. AUDITORS M/s O.T Gandhi & Co., Chartered Accountant, Indore bearing ICAI Firm Registration No as 001120C were appointed as Statutory Auditors at their Annual General Meeting held on 26th September, 2014 from the conclusion of the Thirty Second Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting of the Company held thereafter, subject to ratification at every Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting. 22. INTERNAL AUDITORS The company has appointed M/s Ajit Jain & Co., Chartered Accountant, as internal auditor of the company for financial year 2015-16. 23. SECRETARIAL AUDITORS The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure D to Director's Report 24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this Annual Report. 25. CORPORATE GOVERNANCE The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report 26. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES The company does not have any subsidiary, Joint Venture or Associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company. 27. CORPORATE GOVERNANCE REPORT Corporate Governance Report prepared by O.T Gandhi & Co, Chartered Accountants, is annexed hereto as Annexure E. 28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. 29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee consists of the following members Mr. Chandrakant Patel- Chairman Mr. Arvind C Patel- Member Mr. Arun Sharma- Member The above composition of the Audit Committee consists of independent Directors viz., Mr. Chandrakant Patel and Mr. Arun Sharma who form the majority. The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Mr. Chandrakant Patel on reporting issues concerning the interests of co employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.sagarsoyaproducts.com 30. ANNUAL EVALUATION BY THE BOARD The evaluation framework for assessing the performance of Directors comprises of the following key areas: • Attendance of Board Meetings and Board Committee Meetings • Quality of contribution to Board deliberations • Strategic perspectives or inputs regarding future growth of Company and its performance • Providing perspectives and feedback going beyond information provided by the management • Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. 31. COMMITTEES OF THE BOARD During the year, in accordance with the Companies Act, 2013, the Board constituted some of the Committees. There are currently three Committees of the Board, as follows: • Audit Committee • Nomination and Remuneration Committee • Stakeholders' Relationship Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report 32. OTHER DISCLOSURES The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure E. 33. ACKNOWLDEGEMENTS Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them. BY ORDER OF THE BOARD FOR SAGAR SOYA PRODUCTS LIMITED ARVINDBHAI CHHOTABHAI PATEL EXECUTIVE DIRECTOR & CFO DIN: 00024070 DATE : 14th AUGUST, 2015 PLACE: MUMBAI |