To the Members,
Your Directors have pleasure in presenting the 38th Annual
Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow
Statement for the financial year ended 31st March, 2023.
FINANCIAL RESULTS REVIEW AND PROSPECTS
Your company has recorded a Total Income of Rs. 10158.16/- Lakhs for
the year ended 31st March, 2023 against total income of Rs. 11188.21/- Lakhs
last year. The company has recorded a Net Profit of Rs.0.87 Lakhs.
From the financial prospective, the highlights of the financial results
for the year under review are as follows:
*In Lakhs (except EPS)
Particulars |
2022-2023 |
2021-2022 |
Revenue from operations |
10,119.54 |
11,143.98 |
Other Income |
38.62 |
44.23 |
Total Income |
10,158.16 |
11,188.21 |
Finance costs |
287.99 |
308.38 |
Depreciation / Amortization Expense |
196.81 |
192.53 |
Total Expenses |
10,153.03 |
11,178.06 |
Profit/(loss) Before Exceptional Item and Tax |
5.13 |
10.15 |
Profit/(loss) Before Tax |
5.13 |
10.15 |
Tax Expense |
4.26 |
26.2 |
Current Tax |
38.45 |
22.05 |
Deferred Tax |
-34.19 |
4.15 |
Profit for the period from Continuing
operations |
0.87 |
-16.05 |
Profit/(loss) for the period |
0.87 |
-16.05 |
Total Comprehensive Income for
the period (XIII+XIV) Comprising Profit (Loss) and Other comprehensive Income for the
period |
0.87 |
-16.05 |
Earning per equity share for continuing
operation |
|
|
(1) Basic |
0.01 |
-0.21 |
(2) Diluted |
0.01 |
-0.21 |
THE COMPANY'S PRODUCTS / SERVICES
Plastic Division: Our Company is Manufacturing HDPE/PP Woven sacks for
packing of Fertilizers & Cement.
DIVIDEND
The Directors regret their inability to recommend dividend for the year
under review due to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk
which can be internal risks as well as external risks. The threats to the segments in
which the company operates are
- Continuous Quality Improvement is need of the hour as there are
different demand patterns all over the world.
- Geographical Disadvantages.
- To balance the demand and supply.
- To make balance between price and quality. DEPOSITS
The Company has not accepted deposits covered under Chapter V of the
Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said
Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans,
Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial
personnel, there is no other related party transactions to be disclosed as required under
the above said statutory requirement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is available on the Company website (https://www.salguti.com/)
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2023, there were no Equity Shares of
Shareholders were lying in the Escrow Account due to non-availability of the correct
particulars.
CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 notified on 2nd September, 2015, Report on Corporate
Governance is Not Applicable to the Company since the Paid-up Capital of the Company is
less than 10 Crores and the Net worth of the Company is less than 25 Crores as on the last
day of Previous Audited Financial Year 2022-2023.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and
forms part of the Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT,
2013
1. Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
2. (i) The steps taken by the company for utilizing the alternate
sources of energy Nil (ii) The capital investment on energy conservation equipments Nil
(b) (i) Technology Absorption, adaptation and innovation:- Indigenous
Technology is involved for the manufacturing the products of the Company. (ii) Research
and Development (R & D): No research and Development has been carried out. c) Foreign
exchange earnings: Rs. Nil (d) Foreign exchange out go: Rs. Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of
remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment
and Remuneration of managerial Personnel) Rules 2014.
STATUTORY AUDITORS
The Members of the Company at the Annual General Meeting
("AGM") held on 30th September, 2022 had approved the appointment M/s. P. Murali
& Co., Chartered Accountants, Hyderabad, (Firm Registration No. 007257S) as Statutory
Auditors of the Company for a term of five consecutive years to hold office from the
conclusion of this 37th Annual General Meeting of the Company till the
conclusion of the 42nd Annual General Meeting to be held in the Year 2027 on
such remuneration plus service tax, out of-pocket expenses, as may be mutually agreed upon
by the Board of Directors and the Statutory Auditors.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualifications, reservations,
adverse remarks or disclaimers given by the Auditors in their Report.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and as per the
provisions of SEBI (LODR) Regulations 2015, the Board has carried out an annual
performance, the directors individually as well as the evaluation of the working of its
Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES
OF THE BOARD MEETINGS:
The Board met 4 (Four) Times on the following dates during the
financial year 2022-2023. 25-05-2022, 13-08-2022, 14-11-2022 and 13-02-2023. DIRECTORS AND
INDEPENDENT DIRECTORS
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
as per the provisions of SEBI (LODR) Regulations 2015.
DIRECTORS REMUNERATION DETAILS
Remuneration details of the Executive Director(s) are mentioned in this
Annual Report at the relevant place. During the period under review. Mrs. Rajitha Reddy
has not taken any remuneration even though she is eligible for the same and the resolution
was passed in the previous Annual General Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures; b. That the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year ended 31st March, 2023 and of the profit and loss of the company
for that period; c. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; d. That the directors have prepared the annual accounts 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 systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
POLICIES
Material Subsidiary
During the year ended March 31, 2023, the Company does not have any
material listed/unlisted subsidiary companies as defined as per the provisions of SEBI
(LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the
Company is approved by the Board of Directors of the company.
Vigil Mechanism
The Board of Directors of the company are committed to maintain the
highest standard of honesty, openness and accountability and recognize that employees have
important role to play in achieving the goal. As a public company the integrity of the
financial matters of the Company and the accuracy of financial information is paramount.
The stakeholders of the Company and the financial markets rely on this information to make
decisions. For these reasons, the Company must maintain workplace where it can retain and
treat all complaints concerning questionable accounting practices, internal accounting
controls or auditing matters or concerning the reporting of fraudulent financial
information to our shareholders, the Government or the financial markets. The employees
should be able to raise these free of any discrimination, retaliation or harassment.
Pursuant to the policy, employees are encouraged to report questionable accounting
practices to Smt. Indira Reddy Kuknoor, Chairman of Audit Committee through email or by
correspondence through post.
Familiarization programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company
has formulated a programme for familiarising the Independent Directors with the company,
their roles, rights, responsibilities in the company, nature of the industry in which the
company operates, business model of the company etc through various initiatives.
Material changes and commitments affecting the financial position.
During the period under review, there are no major material changes to
be reported, which affect the financial position
Company's policy on director's appointment &
remuneration.
The company has a policy on Directors' appointment &
Remuneration and the same will be implemented whenever the appointments take place.
Particulars of loans, Guarantees or investments.
During the period under review, the loans / Guarantees / Investments
taken / provided by the Company are detailed in the Financial Statements.
Particulars of contract or arrangement with related party
During the period under review, there were no contract or arrangement
with related party except as provided in the
Auditor's Report.
Annual evaluation of its own & Board committee's performance.
The company has a policy on Board & Committees' evolution
& performance and the same is being reviewed on quarterly basis.
Implementation of risk management policy.
The company has a policy on risk management and the same is implemented
by the Company to mitigate the risk in the business.
Policy on CSR initiatives - CSR is not applicable to the Company
Post Balance Sheet events
There are no material events after the 31st March 2023 till
the signing of this Annual Report, which has significant impact on the business of the
Company.
Disclosure about cost Audit
The requirement of maintaining the cost Audit Records are not
applicable to the Company. Disclosure about ESOP and Sweat Equity Share: NA Key Managerial
Personnel (Chief Financial Officer and Company Secretary):
Smt. S Rajitha Reddy, Chief Financial Officer act as Key Managerial
Personnel in accordance with the Section 203 of the Companies Act, 2013.
Mrs. Rashi Pathak-Whole Time Company Secretary cum Compliance Officer
of the Company. Related Party Transaction Policy on dealing with Related Party
Transactions is approved by the Board
No related party transactions were entered into during the financial
year under review, there are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large. The
same was discussed by the Audit Committee as also the Board. The policy on Related Party
Transactions as approved by the Board. None of the Directors has any pecuniary
relationships or transactions vis-?-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. Periodic audits are undertaken on a continuous basis
covering all the operations i.e., manufacturing, sales & distribution, marketing,
finance, etc. Reports of internal audits are reviewed by management from time to time and
desired actions are initiated to strengthen the control and effectiveness of the system.
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
Secretarial Audit Report is from CS Sarada Putcha, Company Secretary in Practice obtained
by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the
Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of
employees of the Company forms part of the Board's Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
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
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013. An Internal committee has been set up to redress the complaints
received regarding sexual harassment at workplace. All employees including trainees are
covered under this policy.
Personnel
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity to record their
appreciation for the cooperation and loyal services rendered by the employees.
Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year.
There are no applications made or any proceeding pending to report
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
During the year there is no one time settlements done with the Banks to
report.
Acknowledgements
Your Directors place on record their appreciation of the continuous
assistance and co-operation extended to your Company by the valued customers, bankers,
Reserve Bank India, SEBI, Stock Exchange(s) and all other regulatory Authorities. The
Directors also sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.
For SALGUTI INDUSTRIES LIMITED
|
Sd/- |
Sd/- |
Place: Hyderabad |
S.Vishnu Vardhan Reddy |
S.Rajitha Reddy |
Date: 21-08-2023 |
Managing Director |
Whole-Time Director |
|
DIN: 00051641 |
DIN: 00051603 |
To,
The Members,
SALGUTI INDUSTRIES LIMITED
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Salguti Industries
Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the company, its officers, agents and authorized representatives
during the conduct of secretarial audit and as per the explanations given to me and the
representations made by the Management, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2023 generally complied with the statutory provisions listed hereunder and also that the
Company has proper Board processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records made available to me and maintained by the Company for the
financial year ended on 31st March, 2023 according to the applicable provisions
of:
i. The Companies Act, 2013 (the Act') and the rules made
there under, as applicable; ii. The Securities Contract (Regulation) Act, 1956
(SCRA') and the rules made there under; iii. The Depositories Act, 1996 and the
Regulations and Bye-laws framed there under; iv. Foreign Exchange Management Act, 1999 and
the rules and regulations made there under to the extent of Foreign Direct Investment; v.
The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of
India Act, 1992 (SEBI Act'): a. The Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; b. The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009; and vi. Other laws applicable to the Company as per
the representations made by the Management.
I have also examined compliance with the applicable clauses of the
following:
i. Secretarial Standards of The Institute of Company Secretaries of
India with respect to board and general meetings are yet to be specified under the Act by
the Institute. ii. SEBI (LODR) Regulations 2015.
During the period under review and as per the explanations and
clarifications given to me and the representations made by the Management, I further
report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors at least seven days in
advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in
advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Decisions at the Board Meetings, as represented by the management, were
taken unanimously. I further report that as per the explanations given to us and the
representations made by the Management and relied upon by me there are adequate systems
and processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, there were no instances
of Amalgamation or arrangements.
|
Sd/- |
|
Putcha Sarada |
Place: Hyderabad |
Company Secretary in Practice |
Date: 17-08-2023 |
ACS No: A21717 CP No: 8735 |
UDIN: A021717E000815983 |
|
This Report is to be read with my letter of even date which is annexed
as Annexure A and forms an integral part of this report.
Annexure A' To, The Members, Salguti Industries Limited
My report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on our audit.
2. I have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in Secretarial records. I believe that the process and practices, we followed
provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation
about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
7. I was informed by the Management of the Company that the Company do
not have any Subsidiaries / Associate Companies.
|
Sd/- |
|
Putcha Sarada |
Place: Hyderabad |
Company Secretary in Practice |
Date: 17-08-2023 |
ACS No: A 21717 CP No: 8735 |
UDIN: A021717E000815983 |
|