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Directors Report of Saboo Sodium Chloro Ltd.
Mar 31, 2024
The Directors have pleasure in presenting before you the 31stAnnual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.
I. FINANCIAL PERFORMANCE
The financial results of the Company for the period under review as compared to the previous year are summarized below:
|
Particulars |
Financial year ended 31st March, 2024 |
Financial year ended 31st March, 2023 |
|
Total Income |
5178. 68 |
4996.96 |
|
Profit before depreciation and taxation |
304.73 |
166.36 |
|
Depreciation |
215.47 |
140.82 |
|
Profit before tax |
89.26 |
25.54 |
|
Taxation (including Deferred Taxation and Short/Excess Provision for Earlier year) |
66.22 |
16.89 |
|
Profit /loss after Tax |
23.04 |
8.65 |
Turnover, Profits & Future Prospects
The total income during the year under review was Rs. 5178.68 in lakh.However, company could make a profit of Rs. 89.26 lakhs after tax.
The company had started operation in its new Hotel unit called as âSamskara Resortâ from September 2018 and the total income from hotel during FY 2023-24 was Rs. 256.12 in lakhs included in the turnover above.
Depreciation and Finance Costs
Depreciation for the year was Rs.215.47 in lakh against Rs. 140.82 in lakh for the previous year. Finance costs for the year ended 31st March, 2024 was 189.84 in lakh, as against 230.15 in lakh in the previous year.
Dividend
Based on Company performance, the Directors are unable to recommend dividend due to inadequate profits. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The Provisions of section 125(2) of Companies Act, 2013 are not applicable as there was no dividend declared or paid last year.
Deposits
During the year under review, Your Company has not accepted any deposits from public and as such, in the terms of the provision of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
Insurance
All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.
Particulars of Loans. Guarantees or Investments
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
Borrowings / Indebtness
Pursuant to section 180(1)(c) of Companies Act, 2013, disclosure on particulars relating to borrowing and indebtedness are provided as part of the financial statements.
Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at https://www.suryasalt.com.The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis. There were Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.
The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure C to this Annual Report.
Subsidiaries, joint venture and associate companies:
The company does not have any subsidiary, Joint ventures or associate company.
Saboo Sodium Chloro Ltd: Hospitality Division:
The Company is Expanding its Hotels and Resorts Business and is in the process of purchasing approximately 10 acres of land nearby Kukas- Jaipur Kukas, which is one of the most promising hospitality zones in Rajasthan. Company is also doing active negotiations for tie-up with Radisson Hotel Group, for its Flagship Resort, Samskara Jaipur.
Efforts are also being made to purchase additional 2 acres of land nearby Samskara to expand capacity/inventory by another 120 Rooms.
Samskara Resortâs Project Highlights and facilities, Site Plan, Individual unit Plans and views and entire layout is explained in the following section: (Include the attachment Samskara resort (Jaipur)
SHARES
Authorized Capital:-
During the Financial Year 2023-24 the Authorized Capital of the Company is Rs. 45,00,00,000/- (Rupees Forty-five Crores Only) divided into 450,00,000 (Four Crore fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each)
Issued Capital:-
During the Financial Year 2023-24 the Issued Capital of the Company is Rs. 42,00,12,000/- (Rupees Forty Two Crore Twelve Thousand Only) divided into 4,20,01,200 (Forty Two Crore one thousand Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten Each).
Subscribed & Paid up Capital:-
During the Financial Year 2023-24 the Subscribed & paid up Capital of the Company is Rs. 42,00,11,820/-(Rupees Fourty Two Crore Eleven Thousand Eight hundred twenty Only) divided into 4,20,77,550 (Four Crore twenty lakhs seventy seven thousand five hundred fifty only) Equity Shares of Rs. 10/- (Rupees Ten Each).
Buy-back of shares:
During the year under review, company has not bought back any of its shares.
Sweat Equity Shares:
During the year under review, company has not issued any Sweat Equity shares.
Bonus Shares:
During the year under review, company has not issued any Bonus shares.
Employee Stock Option Plan:
During the year under review, company has not provided any Stock option plan to its employees.
II. BUSINESS
Changes in nature of business:
There was no change in nature of business.
Number of Board Meetings
During the year under review, company has conducted 8 (Eight) Board meetings. The detailed disclosure of the Board of Directors and their Meetings is given in the Corporate Governance Report, which forms part of this report.
Composition of Board of Directors
The members of the Companyâs Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.
The detailed disclosure of the Board of Directors is given in the Corporate Governance Report, which forms part of this report.
Change in Directors
Details of changes in Directors and Key Managerial Personnel are as follows:
|
Name of Director |
Designation |
Date of Change |
Nature of Change |
|
Nagendra Singh |
Non-Executive Independent Director |
19.09.2023 |
Resignation |
|
Kamal Bhardwaj |
Wholetime Director |
31.08.2023 |
Resignation |
|
Gopal Kumawat |
Additional Director |
08.11.2023 |
Appointment |
|
Apoorv Dubey |
Additional Director |
08.11.2023 |
Appointment |
|
Riddhima Gupta |
Company Secretary |
06.02.2024 |
Appointment |
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:
1. Mr. Girdhar Saboo (DIN: 00364750) Managing Director
2. Mr. Aasif Khan Chief Financial Officer
3. Mrs. Riddhima Gupta Company Secretary
Performance Evaluation Criteria for Directors
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried out an Annual Evaluation of its own performance, Board Committees and Individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.
In a separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated.
The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria approved by the Board. Each Committee and the Board
expressed satisfaction on the performance of each Director.
Statement on Declaration given by the Independent Director U/S 149(6) of the Companies Act, 2013
It is stated that pursuant to the Provisions of Companies Act, 2013 the Declaration given by the Independent Directors meets the Criteria of Independence as mentioned in the schedule IV of Companies Act, 2013 and under regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The declaration is enclosed in this report.
Meeting of Independent Directors
A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 15thFebruary, 2024, without presence of Executive Directors. Such meeting was conducted to review and evaluate:
(a) The performance of Non-Independent Directors and the Board as a whole,
(b) The performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and
(c) Assess 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.
The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.
The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
Auditors
Statutory Auditor
M/s R.P. Khandelwal., Chartered Accountants, (Firm Registration No. 001795C) was appointed as Statutory Auditors for a period of Five years in the Annual General Meeting held on 26th September, 2022. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditorsâ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditorsâ Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information.
Secretarial Auditor
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 M/s Naredi Vinod& Associates (CP No 7994, ACS 20453), Company Secretaries to undertake the Secretarial audit of the company for the financial year 2023-24.
Internal Auditor
Pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)Rules,2014,and other applicable provisions of the Act, M/s Aditya Khunteta & Associates, Chartered accountants, was appointed as an internal auditors of the Company.
Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the Practicing Company Secretary:
There were no qualifications, reservations or adverse remarks or disclaimers made either by the auditors or the practicing company secretary in their respective reports.
Annual Return
Annual return in Form MGT-7 of Saboo Sodium Chloro Ltd. For the Financial year 2023-24 is placed in the Companyâs website www. suryasalt. com.
Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status and the Companyâs Operations in Future
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.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis as required under the Listing Regulations, 2015 with the Stock exchange is set out as âAnnexure Bâ to the Directorâs Report.
Business Risk Management
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Listing Regulations, 2015, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
III. GOVERNANCE AND ETHICS
Corporate Governance Report
The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Policy and Whistle Blower Policy. These policies are available on the website of the Company at https://www.suryasalt.com. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report in Annexure âDâ.
Secretarial Audit was carried out by M/s Naredi Vinod & Associates, Company Secretaries, the Secretarial Auditor of the Company for the financial year 2023-24. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit is appended as an Annexure to this Report.
A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
Disclosure on the Remuneration of Managerial Personnel
The information required under section 197 of the Act read with Rule 5( 1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
Remuneration of Managing Director
Following are the details of the annual salary paid to Mr. Girdhar Saboo Managing Director: - Consolidated Salary excluding Perquisites and allowances, etc- 48,00,000/- (Rupees forty eight Lakhs only).
He is entitled to receive the following:-
a Gratuity as per the rules of the Company, but not exceeding half a monthâs salary for each completed year of service.
b. Encashment of leave at the end of tenure.
c. Provision ofcarforuse on Company Business.
d. Free landline telephone facility at residence along with free mobile telephone facility. Long distance personal calls to be recovered by the Company.
e. He shall also be entitled to reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company.
Policy on Directorâs Appointment and Remuneration and Other Details
The companyâs policy on Director''s appointment and remuneration and other details provided in section 178(3) of the Act has been disclosed In Corporate Governance Report, which forms part of Directors Report.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India. Particulars of Employees
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year- Nil
b) Employed for part of the year- Nil
Directorâs Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed;
2. They 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 as on 31 March 2024 and of the profit of the Company for the year;
3. They 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;
4. The Annual Accounts are prepared on a going concern basis;
5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT
Details in respect of adequacy of internal financial controls with reference to the financial statements
The Company has in place adequate internal financial controls with reference to financial statements. Statutory Auditors in their report has expressed their opinion on the internal financial controls with reference to the financial statements which is self-explanatory. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
V. SOCIAL RESPONSIBILITY AND SUSTAINABILITY Corporate Social Responsibility
Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
The information on 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 annexed herewith as âAnnexure Aâ.
Prevention of Sexual Harassment at Workplace
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. The Company has designated the external independent member as a Chairperson of the Committee. There were no complaints received during the year under review of sexual harassment.
VI. OTHER DISCLOSURES Listing at Stock Exchange
The Equity Shares of the Company are listed at Bombay Stock Exchange (Scrip Code: 530461) and its shares are actively traded at Bombay Stock Exchange. The Company confirms that it has paid the Annual Listing fees for the year 2023-24 to BSE where the Companyâs shares are listed.
Acknowledgement
Your Directors would like to expose their grateful appreciation for the co-operation received from its Bankers, Government Authorities, Customers, Vendors, Business Associates and Shareholders during the year under review. Your Directors also wish to place in record their deep sense of appreciation for the committed services of the executive, staff and workers of the Company.
Cautionary Statement
The statements contained in the Boardâs Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
Mar 31, 2023
The Directors have pleasure in presenting before you the 30th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.
I. FINANCIAL PERFORMANCE
The financial results of the Company for the period under review as compared to the previous year are summarized below:
|
Particulars |
Financial year ended 31st March, 2023 |
Financial year ended 31st March, 2022 |
|
Total Income |
4996.96 |
7987.49 |
|
Profit before depreciation and taxation |
166.36 |
143.94 |
|
Depreciation |
140.82 |
131.02 |
|
Profit before tax |
25.54 |
12.92 |
|
Taxation (including Deferred Taxation and Short/Excess Provision for Earlier year) |
16.89 |
10.56 |
|
Profit /loss after Tax |
8.65 |
2.36 |
Turnover, Profits & Future Prospects
The total income during the year under review was Rs. 4996.96. However, company could make a profit of Rs. 8.65/- lakhs after tax.
The company had started operation in its new Hotel unit called as "Samskara Resort" from September 2018 and the total income from hotel during FY 2022-23 was Rs. 31545857/- included in the turnover above.
Depreciation and Finance Costs
Depreciation for the year was Rs.140.82crores as against Rs.131.02crores for the previous year.Finance costs for the year ended 31st March, 2023 was Rs. 2.30crores, as against Rs. 2.52croresin the previous year.
Dividend
Based on Company performance, the Directors are unable to recommend dividend due to inadequate profits. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The Provisions of section 125(2) of Companies Act, 2013 are not applicable as there was no dividend declared or paid last year.
Deposits
During the year under review, Your Company has not accepted any deposits from public and as such, in the terms of the provision of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
Insurance
All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.
Particulars of Loans, Guarantees or Investments
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
Borrowings / Indebtness
Pursuant to section 180(1)© of Companies Act, 2013, disclosure on particulars relating to borrowing and indebtness are provided as part of the financial statements.
Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://www.suryasalt.com.The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. There wereRelated Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.
The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure D to this Annual Report.
Subsidiaries, joint venture and associate companies:
The company does not have any subsidiary, Joint ventures or associate company.
SHARES
Authorized Capital:-
During the Financial Year 2022-23 the Authorized Capital of the Company is Rs. 45,00,00,000/- (Rupees Forty-fiveCrores Only) divided into 450,00,000 (Four Crore fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each)
Issued Capital:-
During the Financial Year 2022-23 the Issued Capital of the Company is Rs. 420012000/- (Rupees Fourty Two Crore Twelve Thousand Only) divided into 42001200 (Fourty Two Crore one thousand Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten Each).
Subscribed & Paid up Capital:-
During the Financial Year 2022-23 the Subscribed & paid up Capital of the Company is Rs. 420011820/- (Rupees Fourty Two Crore Eleven Thousand Eight hundred twenty Only) divided into 42077550 (Four Crore twenty lakhs seventy seven thousand five hundred fifty only) Equity Shares of Rs. 10/- (Rupees Ten Each).
Buy-back of shares:
During the year under review, company has not bought back any of its shares.
Sweat Equity Shares:
During the year under review, company has not issued any Sweat Equity shares.
Bonus Shares:
During the year under review, company has not issued any Bonus shares.
Employee Stock Option Plan:
During the year under review, company has not provided any Stock option plan to its employees.
II. BUSINESS
Changes in nature of business:
There was no change in nature of business.
Number of Board Meetings
During the year under review, company has conducted 11 (Eleven) Board meetings. The detailed disclosure of the Board of Directors and their Meetings is given in the Corporate Governance Report, which forms part of this report.
Composition of Board of Directors
The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.
The detailed disclosure of the Board of Directors is given in the Corporate Governance Report, which forms part of this report.
Change in Directors
Details of changes in Directors and Key Managerial Personnel are as fol ows:
|
Name of Director |
Designation |
Date of Change |
Nature of Change |
|
Sanjay Sarna |
Non-Executive Independent Director |
2.09.2022 |
Resignation |
|
Kamal Sharma |
Non- Executive Independent Director |
26.09.2022 |
Appointment |
|
Megha Sharma |
Company Secretary |
31.10.2022 |
Resignation |
|
Ramavtar Sharma |
Company Secretary |
01.11.2022 |
Appointment |
|
Vishnu P Gagrani |
CFO |
09.10.2011 |
Resignation |
|
Asif Khan |
CFO |
01.11.2022 |
Appointment |
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:
1. Mr. Girdhar Saboo (DIN: 00364750) Managing Director
2. Mr. Aasif Khan Chief Financial Officer
3. Mr. Ramavtar Sharma Company Secretary
Performance Evaluation Criteria for Directors
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried out an Annual Evaluation of its own performance, Board Committees and Individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.
In a separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated.
The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria approved by the Board. Each Committee and the Board expressed satisfaction on the performance of each Director.
Statement on Declaration given by the Independent Director U/S 149(6) of the Companies Act, 2013
It is stated that pursuant to the Provisions of Companies Act, 2013 the Declaration given by the Independent Directors meets the Criteria of Independence as mentioned in the schedule IV of Companies Act, 2013 and under regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The declaration is enclosed in this report.
Meeting of Independent Directors
A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 15thFebruary, 2023, without presence of Executive Directors. Such meeting was conducted to review and evaluate:
(a) the performance of Non-Independent Directors and the Board as a whole,
(b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and
(c) assess 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.
The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.
The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
Auditors
Statutory Auditor
M/s R.P. Khandelwal., Chartered Accountants, (Firm Registration No. 001795C) was appointed as Statutory Auditors for a period of Five years in the Annual General Meeting held on 26th September, 2022. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors'' Report for the financial year ended, 31st March, 2023 is annexed herewith for your kind perusal and information.
Secretarial Auditor
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 M/s Naredi Vinod& Associates (CP No 7994, ACS 20453), Company Secretaries to undertake the Secretarial audit of the company for the financial year 2022-23.
Internal Auditor
Pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)Rules,2014,and other applicable provisions of the Act, M/s Aditya Khunteta& Associates, Chartered accountants, was appointed as an internal auditors of the company.
Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the Practicing Company Secretary:
There were no qualifications, reservations or adverse remarks or disclaimers made either by the auditors or the practicing company secretary in their respective reports.
Annual Return
Annual return in Form MGT-7 of Saboo Sodium Chloro Ltd. For the Financial year 2022-23 is placed in the Company''s website www.suryasalt.com.
MaterialChangesandCommitments
Right Issue
During the Financial Year 2022-2023, pursuant to right issue of the company, vide Letter of Offer filed with the Stock Exchange on June 14, 2022, and the In-Principle Approval of BSE Limited (BSE) , vide letter dated May 17, 2022 which opened for subscription on June 27, 2022 and closed on July 26, 2022 for existing shareholder as on record date, 1,78,95,050 equity shares of face value of Rs. 10.00/- each fully paid ("Equity Shares") at an Issue Price of Rs. 10.00/- per Equity Share (of which Rs. 2.50/- being called up) were allotted and in continuation of the same, during the financial year 2022-2023 the company allotted shares on the remaining amount of Rs. 7.50/- per partly paid up equity shares as per below table:
|
Sr. No. |
Date of allotment |
No of Equity shares |
Types of shares |
|
1. |
17.11.2022 |
1,69,29,213 |
Partly Paid up shares |
|
2. |
06.12.2022 |
6,17,362 |
Partly Paid up shares |
|
3. |
12.12.2022 |
1500 |
Partly Paid up shares |
|
4. |
07.02.2023 |
2,40,906 |
Partly Paid up shares |
|
TOTAL |
1,77,88,981 |
Forfeiture of partly paid up Right Equity Shares of the Company
In the year 2022-2023, First and Final Call Money was received for 17788981 equity shares out of 17895050 equity shares, which were converted into fully paid up Equity shares of the company. Thus, on total 106069 partly paid up Right Equity shares, the Company has not received the call money on time, So the Board of directors in their meeting held on 04th August, 2023 have forfeited the shares of those shareholders who failed to pay the call money on time even after sending final notices and reminders.
Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status and the Company''s Operations in Future
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.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis as required under the Listing Regulations, 2015 with the Stock exchange is set out as ''Annexure B'' to the Director''s Report.
Business Risk Management
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Listing Regulations, 2015the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
III. GOVERNANCE AND ETHICS Corporate Governance Report
The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Policy and Whistle Blower Policy. These policies are available on the website of the Company at https://www.suryasalt.com. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Reportin Annexure "D".
Secretarial Audit was carried out by M/s Naredi Vinod & Associates , Company Secretaries, the Secretarial Auditor of the Company for the financial year 2022-23. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit is appended as an Annexure to this Report.
A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
Disclosure on the Remuneration of Managerial Personnel
The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
Remuneration of Managing Director
Following are the details of the annual salary paid to Mr. Girdhar Saboo Managing Director: - Consolidated Salary excluding Perquisites and allowances, etc- 48,00,000/- (Rupees forty eight Lakhs only).
He is entitled to receive the following:-
a. GratuityaspertherulesoftheCompany,butnotexceedinghalfamonth''ssalaryforeachcompletedyearofservice.
b. Encashment of leave at the end of tenure.
c. Provision of car for use on Company Business.
d. Freelandlinetelephonefacilityatresidencealongwithfreemobiletelephonefacility.Longdistancepersonalcallstob erecovered by the Company.
e. Heshallalsobeentitledtoreimbursementofentertainmentexpensesactuallyandproperlyincurredinthecourseofb usinessof the Company.
Policy on Director''s Appointment and Remuneration and Other Details
The company'' spolicy on Director''s appointment and remuneration and other details provided in section 178(3) of the Act has been disclosed In Corporate Governance Report, which forms part of Directors Report.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India. Particulars of Employees
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year- Nil
b) Employed for part of the year- Nil
Director''s Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed;
2. They 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 as on 31 March 2023 and of the profit of the Company for the year;
3. They 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;
4. The Annual Accounts are prepared on a going concern basis;
5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT
Details in respect of adequacy of internal financial controls with reference to the financial statements
The Company has in place adequate internal financial controls with reference to financial statements. Statutory Auditors in their report has expressed their opinion on the internal financial controls with reference to the financial statements which is self-explanatory. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
V. SOCIAL RESPONSIBILITY AND SUSTAINABILITY Corporate Social Responsibility
Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
The information on 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 annexed herewith as "Annexure A".
Prevention of Sexual Harassment at Workplace
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. The Company has designated the external independent member as a Chairperson of the Committee. There were no complaints received during the year under review of sexual harassment.
VI. OTHER DISCLOSURES Listing at Stock Exchange
The Equity Shares of the Company are listed at Bombay Stock Exchange (Scrip Code: 530461) and its shares are actively traded at Bombay Stock Exchange. The Company confirms that it has paid the Annual Listing fees for the year 2022-23 to BSE where the Company''s shares are listed.
Extract of Annual Return
The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure "C" to this Report.
Acknowledgement
Your Directors would like to expose their grateful appreciation for the co-operation received from its Bankers, Government Authorities, Customers, Vendors, Business Associates and Shareholders during the year under review. Your Directors also wish to place in record their deep sense of appreciation for the committed services of the executive, staff and workers of the Company.
Cautionary Statement
The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Energy conservation measures have been implemented wherever possible and company is using improved operational method in order to optimize the consumption of energy per unit. The company is continuously doing research and development regarding production of highest quality salt to meet the demands of its high profile customers. The company has solar power plant at Rajgarh Madhya Pradesh and generating electricity. The Company produced which are being sold to Indian Energy Exchange and Power Exchange India Limited. The Company is trying for export of salt.
The company has set up a fully-integrated 300 KWP in- house Grid -Tied Solar Power Plant at its factory located at Nawa city, Nagaur (Raj.) in addition to the existing 100 KWP solap plant, under captive power reverse net metering scheme of Government of Rajasthan. This will result in saving of approx. Rs. 75 Lakhs per annum for the company. This Solar plant will meet upto 80% of energy requirement of the company and with this, Saboo Sodium Chloro Limited becomes the first salt refinery in India to use Solar energy for their 80% of energy consumption. Company is now planning to set up a fully-integrated 300 KWP in- house Grid -Tied Solar Power Plant at the Samskara Resort.
FOREIGN EXCHANGE EARNINGS AND OUTGO: There were nil foreign exchange earnings and outgo.
For and on behalf of the Board of Directors
Date: 31.08.2023 Sd/- Sd/-
Place: JAIPUR
GIRDHAR SABOO MADAN SINGH JAIN
(Managing Director) (Director)
DIN: 00364750 DIN: 09301140
Mar 31, 2015
The Directors have pleasure in presenting before you the 22nd Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
FINANCIAL RESULTS
The financial results of the Company for the period under review as
compared to the previous year are summarized below:
Particulars Financial year
ended 31 March, Financial year
ended 31 March,
2015 2014
Total Income 19,64,37,797 18,64,31,454
Profit before depreciation and 3,27,20,777 3,71,26,358
taxation
Depreciation 2,90,25,685 3,42,25,931
Profit before tax
Taxation (including Deferred (11,17,5890) 50,30,129
Taxation and Short/Excess
Provision for Earlier year)
Profit /loss after Tax 4,89,49,50 (21,29,702)
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review is Rs. 19, 64, 37,797/-
as against Rs. 18, 64, 31,454/- in the previous year. The company gain
profit of Rs. 4, 89, 49, 50/- as against the loss of Rs. (21, 29,702)/-
in the previous year.
DIVIDEND
Based on Company performance, the Directors are unable to recommend
dividend due to inadequate profits.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitment affecting the financial
position of the Company occurred between the end of the financial year
of the Company to which the financial statement relates and the date of
report.
CHANGES IN NATURE OF BUSINESS: There is no change in nature of
business.
ECONOMIC SCENARIO AND OUTLOOK
India is set to become the world's fastest-growing major economy by
2016 ahead of China, the International Monetary Fund (IMF) said in its
recent latest forecast. India is expected to grow at 6.3 per cent in
2015, and 6.5 per cent in 2016 by when it is likely to cross China's
projected growth rate, the IMF said in the latest update of its World
Economic Outlook.
The government, engineering an economic rebound with a slew of reforms,
has unveiled a new statistical method to calculate the national income
with a broader framework that turned up a pleasant surprise: GDP in the
past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per
cent.
The International Monetary Fund (IMF) and the World Bank in a joint
report have forecasted that India will register a growth of 6.4 percent
in 2015, due to renewed confidence in the market brought about by a
series of economic reforms pursued by the government.
STATE OF COMPANY'S AFFAIRS
The Company is engaged in the manufacturing of Salt and is one of the
top most leading manufacturers in Rajasthan. The Company operates in
only single segment unit. During the year, the Company recorded a
tumover of Rs.1792.91 lakhs. (Prev. year Rs.1674.22 lakhs) registering
a growth of 7.08% over the previous year and earned a cash profit of
Rs.339.20 lakhs. Profit after Tax (PAT) for the year was Rs. 48.95 (in
lacs) with a growth of 329.84 % in comparison to the previous year's
loss i.e. Rs. 21.29(in lacs).
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility are not attracted to the company yet the Company
has been, over the years, pursuing as part of its corporate philosophy,
an unwritten CSR policy voluntarily which goes much beyond mere
philanthropic gestures and integrates interest, welfare and aspirations
of the community with those of the Company itself in an environment of
partnership for inclusive development.
HUMAN RESOURCES
The well disciplined workforce which has served the company for three
decades lies at the very foundation of the company's major achievements
and shall well continue for the years to come. The management has
always carried out systematic appraisal of performance and imparted
training at periodic intervals. The company has always recognized
talent and has judiciously followed the principle of rewarding
performance.
BUSINESS RISK MANAGEMENT
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion.
Therefore, in accordance with clause 49 of the listing agreement the
Board members were informed about risk assessment and minimization
procedures after which the Board formally adopted steps for framing,
implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations,
competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities. Business risk,
inter-alia, further includes financial risk, political risk, fidelity
risk, legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
AUDITORS
1. STATUTORY AUDITOR
M/s N. Kataria & Associates (ICAI Firm Registration Number: 014941C),
Chartered Accountants, Jaipur, has been appointed as Statutory Auditors
of the company at the Last Annual General Meeting held on 30.09.2014
for the period of three years subject to rectification by members at
every consequent Annual General Meeting. Therefore, rectification of
appointment of Statutory Auditors is being sought from the members of
the Company at the ensuring AGM.
2. SECRETARIAL AUDITORS
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 M/s Naredi Vinod &
Associates (CP No 7994, FCS 20453), Company Secretaries to undertake
the Secretarial audit of the company for the Financial year 2014-15.
The Secretarial Audit Report is annexed herewith as 'annexure1'.
3. INTERNAL AUDITOR
Ms. Chandni Jain, Chartered Accountant (Category Individual) Having
Membership Number 421132 performs the duties of Internal Auditors of
the company and their report is reviewed by the audit committee from
time to time.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Appointment/Re-Appointment of Directors
Mr. Sanjay Sarna is appointed as Additional Director of the Company
w.e.f 23.12.2014.
(b) Directors:
In terms of the Articles of Association of the Company, Mr. Sanjay
Sarna retires at the ensuing Annual General Meeting, being eligible,
offered himself for re-appointment. Your Directors recommend the above
re-appointment.
(b) Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, and
Article No. 89 of Articles of Association of the Company, Mrs. Archana
Saboo retires by rotation at ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
(c) Resignation of Directors
Mr. Pradeep Saxena is resigned from the post of director w.e.f.
08.04.2015.)
(d) Key Managerial Personnel
- During the year, Ms. Kalpana Jhalani, Company Secretary, be and is
hereby appointed as the Compliance Officer of the Company as per Clause
47 (a) of Equity Listing Agreement entered with Stock Exchanges and as
per provisions of the section 203(ii) of the Companies Act, 2013 w.e.f.
18th December,2014 in place of Mr. Kapil Kumar Kumawat. Ms. Kalpana
Jhalani is an Associate member of the Institute of Companies
Secretaries of India.
- Pursuant to section 203(iii) of the Companies Act, 2013, Mr. Vishnu
Prakash Gagrani, was appointed as Chief Financial Officer of the
company w.e.f. February 26, 2015. Mr.Vishnu Prakash Gagrani is a
Commerce Graduate having with 15 years experience in finance and
accounts.
DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNAL
The information required under section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
1. REMUNERATION OF MANAGING DIRECTOR
Following are the details of the annual salary (payable monthly)
proposed to be paid to Mr. Girdhar Gopal Saboo Managing Director: -
Consolidated Salary including Perquisites and allowances, etc-
3000000/- (Rupees Thirty Lakhs only).
Basic Salary: 1, 60,000(Monthly)
Allowance: 90,000(Monthly)
He shall be entitled to receive the following:-
(a) Gratuity as per the rules of the Company, but not exceeding half a
month's salary for each completed year of service.
(b) Encashment of leave at the end of tenure.
(c) Provision of car for use on Company Business.
(d) Free landline telephone facility at residence along with free
mobile telephone facility. Long distance personal calls to be recovered
by the Company.
(e) She shall also be entitled to reimbursement of entertainment
expenses actually and properly incurred in the course of business of
the Company.
2. REMUNERATION OF WHOLE TIME DIRECTOR
Following are the details of the annual salary (payable monthly)
proposed to be paid to Mrs. Archana Saboo Whole Time Director: -
Consolidated Salary including Perquisites and allowances, etc- 300000/-
(Rupees Three Lakhs only). Basic Salary: 16,000(Monthly) Allowance:
9,000(Monthly)
She shall be entitled to receive the following:-
(a) Gratuity as per the rules of the Company, but not exceeding half a
month's salary for each completed year of Service.
(b) Encashment of leave at the end of tenure.
(c) Provision of car for use on Company Business.
(d) Free landline telephone facility at residence along with free
mobile telephone facility. Long distance personal calls to be recovered
by the Company.
(e) She shall also be entitled to reimbursement of entertainment
expenses actually and properly incurred in the course of business of
the Company.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The company's policy on Director's appointment and remuneration and
other details provided in section 178(3) of the Act has been disclosed
In Corporate Governance Report, which forms part of Directors Report.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6)
OF THE COMPANIES ACT, 2013
It is stated that pursuant to the Provisions of Companies Act, 2013 the
Declaration given by the Independent Directors meets the Criteria of
Independence as mentioned in the schedule IV of Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the Stock Exchange.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Ahemdabad,
Delhi, Calcutta and Mumbai Stock Exchange. The Company confirms that it
has paid the Annual Listing fees for the year 2015-16 to NSE and BSE
where the Company's are listed.
PARTICULARS OF EMPLOYEES
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 73 to
76 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information on 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 annexed herewith as "Annexure A".
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy is
explained in corporate governance report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as 'Annexure B'
to the Director's Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of the
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate report on Corporate Governance forms part of
the Annual Report of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make 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, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in Notes to the financial
Statements have been selected and applied consistently and judgment and
estimates have been made that arpe 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 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
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 systems to ensure compliance with provisions of all applicable
laws were in place and were adequate and operating effectively;
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual Return in form
MGT-9 is annexed herewith as annexure C.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
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.
CODE OF CONDUCT
As the New Companies Act, 2013 has been made effective from 01st April,
2014 which replaces the erstwhile Companies Act, 1956 (to the extent of
notified sections) and the provisions of 149(8) requires that the Audit
Committee shall review and recommend to the Board for their approval,
the Code of Conduct for the Independent Directors. In this connection,
the draft Code of Conduct for Independent Directors was placed before
the Board along with the recommendations of the Audit Committee and the
same was approved by the Board in the Meeting held on May 18, 2015.
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on Companies website. Board Members and Senior Management Personnel
have affirmed Compliance with the Code for the Period 2014-15. A
separate declaration to this effect is made out in the Corporate
Governance Report.
The Company has adopted code of practices and procedures for fair
disclosures of unpublished price sensitive in information and code of
conduct as required under Regulation (8)(1) and Regulation (9)(1) of
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
ACKNOWLEDGMENT
Your Directors would like to expose their grateful appreciation for the
co-operation received from its Bankers, Government Authorities,
Customers, Vendors, Business Associates and Shareholders during the
year under review. Your Directors also wish to place in record their
deep sense of appreciation for the committed services of the executive,
staff and workers of the Company.
CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
CONCLUSION
Your Company's Board and employees are inspired by their vision of
sustaining of the Company as a dynamic and valuable Company through
world class performance, creating enduring value for all stakeholders,
including the shareholders and the Indian Society. The Company is
continuously engaged in upgrading strategic capability to effectively
address the challenge of growth in an increasingly competitive market.
The vision of enlarging your Company's contribution to the Indian
economy is manifest in the creation of unique business models that
foster international competitiveness. Propelled by this vision and
powered by the internal vitality, your Directors look forward to the
future with confidence.
For and on behalf of the Board of Directors
Date: 29th May, 2015 Sd/- Sd/-
Place: Jaipur SANJAY SARNA GIRDHAR GOPAL SABOO
(Director) (Managing Director)
Mar 31, 2014
Dear members,
The Directors are pleased to present the 21th Annual Report and the
Audited Accounts of the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS
The financial results of the Company for the period under review as
compared to the previous year are summarized below:
Particulars Financial year ended Financial year ended
31st March, 2014 31st March, 2013
Total Income 18,64,31,454 165,605,372
Profit before depreciation 3,71,26,358 31,369,111
and taxation
Depreciation 3,42,25,931 26,613,158
Profit before tax 29,00,427 4,755,953
Taxation (including Deferred 50,30,129 3,700,920
Taxation and Short/Excess
Provision for Earlier year)
Profit/lossafterTax (21,29,702) 1,055,033
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review is Rs. 18,64,31,454/- as
against Rs. 16,56,05,372/- in the previous year. The company suffered
loss of Rs. 21,29,702/- as against the profit of Rs.10,55,033 in the
previous year.
DIVIDEND
In view of the financial position of the Company and to conserve the
profits for future expansion, your Directors do not recommend payment
of any dividend for the year ended 31st March, 2014.
BOARD OF DIRECTORS
Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, and
Article No. 89 of Articles of Association of the Company, Mr. Pradeep
Saxena retires by rotation at ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
Appointment/Re-Appointment of Directors
Mr. Girdhar Gopal Saboo is re-appointed as managing director of the
company w.e.f. 30/09/2014.
Mrs. Archana Saboo is appointed as Whole Time Director of the Company
w.e.f 30.09.2014.
In view of this the Board recommends their appointment as regular Whole
Time Executive Director of the company.
The details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
Resignation of Directors
No director has resigned from the his post during the financial year
2013-2014.
AUDITORS
M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
The Company has received the necessary certificate from them pursuant
to Applicable Section of the Companies Act, 2013, regarding their
eligibility for re-appointment. Accordingly, approval of members is
being sought at the forthcoming Annual General Meeting.
The qualifications/observations of the Auditors are explained
wherever necessary in appropriate notes to Accounts.
APPOINTMENT OF COMPLIANCE OFFICER
Mr. Kapil kumar Kumawat, Company Secretary, be and is hereby appointed
as the Compliance Officer of the Company as per Clause 47 (a) of Equity
Listing Agreement entered with Stock Exchanges with effect from 4th
February,2014in place of Ms. Anagha Bangur .
CONVERTIBLE INSTRUMENTS
The company has issued 40 Lac convertible warrants @ Rs.ll each( at a
premium of Rs. 1 each) amounting Rs.4.4 Crores which has been converted
into Equity Share Capital of the company by passing a resolution in the
Board Meeting.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Ahemdabad,
Delhi, Calcutta and Mumbai Stock Exchange.
PARTICULARS OF EMPLOYEES
There are no Employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
rules there under.
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance.of
Deposits) Rules, 1975.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars regarding foreign exchange earning and expenditure,
conservation of energy, research and development and technological
absorption are set out in the ''Annexure A'' to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as Annexure B to
the Director''s Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of the
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate report on Corporate Governance forms part of
the Annual Report of the Company.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement of the Section 217(2AA) of the Companies
Act, 1956, Directors confirm that.
I) In the preparation of the annual accounts for the year 2013-2014,
the applicable Accounting Standards have been followed and along with
proper explanation relating to material departure.
II) They have selected such accounting policies & applied them
consistently & made judgments & estimates.
that are reasonable & prudent, so as to give a true & fair view of the
state of affairs of the Company at the end of the financial year & of
the profits of the Company for the year.
III) They have taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities; and
IV) They have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENT
Your Directors would like to expose their grateful appreciation for the
co-operation received from its Bankers, Government Authorities,
Customers, Vendors, Business Associates and Shareholders during the
year under review. Your Directors also wish to place in record their
deep sense of appreciation for the committed services of the executive,
staff and workers of the Company.
CONCLUSION
Your Company''s Board and employees are inspired by their vision of
sustaining of the Company as a dynamic and valuable Company through
world class performance, creating enduring value for all stakeholders,
including the shareholders and the Indian Society. The Company is
continuously engaged in upgrading strategic capability to effectively
address the challenge of growth in an increasingly competitive market.
The vision of enlarging your Company''s contribution to the Indian
economy is manifest in the creation of unique business models that
foster international competitiveness. Propelled by this vision and
powered by the internal vitality, your Directors look forward to the
future with confidence.
For and on behalf of the Board of Director
Date : 30th June, 2014 Sd/- Sd/-
Place: Jaipur PRADEEP SAXENA GIRDHAR GOPAL SABOO
(Director) (Managing Director)
Mar 31, 2013
To, The Members of Saboo Sodium Chloro Limited,
The Directors are pleased to present the 20th Annual Report and the
Audited Accounts of the Company for the year ended 31st March, 2013.
FINANCIAL RESULTS
The financial results of the Company for the period under review as
compared to the previous year are summarized below:
Particulars Financial year
ended 31st March, Financial year ended 31st
March, 2013
2012
Total Income 165,605,372 136,913,138
Profit before
depreciation and 31,369,111 22,234,939
taxation____
Depreciation 26,613,158 18,375,751
Profit before tax 4,755,953 3,859,188
Taxation (including
Deferred 3,700,920 565,513
Taxation and Short/
Excess Provision for
Earlier year)
Profit after Tax 1,055,033 3,293,675
TURNOVER. PROFITS & FUTURE PROSPECTS
The total income during the year under review is Rs. 165,605,372/- as
against Rs. 136,913,138/- in the previous year. The profit after tax is
Rs. 1,055,033/- as against Rs. 3,293,675/- in the previous year.
DIVIDEND
In view of the financial position of the Company and to conserve the
profits for future expansion, your Directors do not recommend payment
of any dividend for the year ended 31st March, 2013.
BOARD OF DIRECTORS
Retire by Rotation
In accordance with the provisions of the Companies Act, 1956, and
Article No. 89 of Articles of Association of the Company, Mr. Bikash
Kumar Lakhotia retires by rotation at ensuing Annual General Meeting
and being eligible offers himself for re-appointment.
Appointment of Directors
Shri Neeraj Kumar Agarwal was appointed as Additional Director of the
Company w.e.f 23.01.2013.The Board received a notice u/s 257 of the
Companies Act,1956 from a member proposing the candidature of Shri
Neeraj Kumar Agarwal as a Director.
In view of this the Board recommends his appointment as regular
Non-Executive Independent Director of the company liable to retire by
rotation.
The details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
Resignation of Directors
During the financial year 2012-2013, Shri Mahendra Kumar ceased to be
Director of the Company w.e.f. 23.01.2013 by tendering his resignation
to the Board of Directors of the Company.
AUDITORS
M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
The Company has received the necessary certificate from them pursuant
to Section 224(1B) of the Companies Act, 1956, regarding their
eligibility for re-appointment. Accordingly, approval of members is
being sought at the forthcoming Annual General Meeting.
The qualifications / observations of the Auditors are explained
wherever necessary in appropriate notes to Accounts.
APPOINTMENT OF COMPLIANCE OFFICER
Ms. Anagha Bangur, Company Secretary, be and is hereby appointed as the
Compliance Officer of the Company as per Clause 47 (a) of Equity
Listing Agreement entered with Stock Exchanges with effect from 12th
December,2012 in place of Shri V.P Gagrani.
CONVERTIBLE INSTRUMENTS
The company has issued 2.25 lacs warrants @ Rs.10 each amounting
Rs.22.50 Lacs which is being convertible into Equity Share Capital of
the company by passing a resolution in the Board Meeting held on
18.6.2012.
COST AUDIT COMPLAINCE
Pursuant to Section 233Bofthe Companies Act, 1956, the Central
Government has prescribed cost audit of the Company''s salt division.
Based on the recommendations of the Audit Committee, and subject to the
approval of the Central Government, the Board of Directors had
appointed, SKR & Associates as cost auditors of the Company for FY2013.
The cost audit report would be filed with the Central Government as
per timeline.
SECRETARIAL AUDITREPORT
A secretarial audit for FY2013 was carried out by Shri Vinod Kumar
Naredi, practicing Company Secretary. The secretarial audit report
forms part of this annual report.
The said secretarial audit report confirms that the Company has
complied with all the applicable provisions of the Companies Act, 1956,
Depositories Act, 1996, Equity and Debt Listing Agreements with the
Stock Exchanges, Debenture Trust Deed, Securities Contracts
(Regulation) Act, 1956 and all the regulations of Securities and
Exchange Board India (SEBI) as applicable to the Company, including the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011
(erstwhile Regulation of 1997) and the SEBI (Prohibition of
Insider Trading) Regulations, 1992.
PARTICULARS OF EMPLOYEES
There are no Employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
rules there under.
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance. of
Deposits) Rules, 1975.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as Annexure B to
the Director''s Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of the
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate report on Corporate Governance forms part of
the Annual Report of the Company.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement of the Section 217(2AA) of the Companies
Act, 1956, Directors confirm that:
I) in the preparation of the annual accounts for the year 2012-2013,
the applicable Accounting Standards have been followed and along with
proper explanation relating to material departure;
II) They have selected such accounting policies & applied them
consistently & made judgments & estimates that are reasonable &
prudent, so as to give a true & fair view of the state of affairs of
the Company at the end of the financial year & of the profits of the
Company for the year;
III) They have taken proper & 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 & for
preventing & detecting fraud & other irregularities; and
IV) They have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENT
Your Directors would like to expose their grateful appreciation for the
co-operation received from its Bankers, Government Authorities,
Customers, Vendors, Business Associates and Shareholders during the
year under review. Your Directors also wish to place in record their
deep sense of appreciation for the committed services of the executive,
staff and workers of the Company.
CONCLUSION
Your Company''s Board and employees are inspired by their vision of
sustaining of the Company as a dynamic and valuable Company through
world class performance, creating enduring value for all stakeholders,
including the shareholders and the Indian Society. The Company is
continuously engaged in upgrading strategic capability to effectively
address the challenge of growth in an increasingly competitive market.
The vision of enlarging your Company''s contribution to the Indian
economy is manifest in the creation of unique business models that
foster international competitiveness. Propelled by this vision and
powered by the internal vitality, your Directors look forward to the
future with confidence.
For and on behalf of the Board of Directors
Date:2th
September, 2013 Sd/- Sd/-
Piace: JAIPUR PRADEEP SAXENA GIRDHAR GOPAL SABOO
(Director) (Director)
Mar 31, 2010
The Directors are pleased to present the 17th Annual Report and the
Audited Accounts of the Company for the year ended 31st March, 2010.
1. FINANCIAL PERFORMANCE
The financial results of the Company for the period under review as
compared to the previous year are summarized below:
(Rs. in lacs)
Particulars Financial Year Financial Year
2009-10 2008-09
Total Income 99,834,782 121,701,927
Profit before Depreciation &
Taxation 68,70,074 1,52,40,048
Depreciation 53,59,623 60,66,120
Profit before tax 15,10,451 91,73,928
Taxation (including FBT & Deferred
Taxation) 79,21,694 11,07,769
Profit / (Loss) after Tax (64,11,243) 80,66,159
2. TURNOVER. PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs. 99,834,782/- as
against Rs 121,701,927/ - in the previous year. The Financial
performance of the Company has slumped in the financial year 2009-10 as
compared to the financial year 2008-09, because of the overall economic
turndown.
3. DIVIDEND
In view of the losses incurred by the Company during the current
financial year, your Directors do not recommend payment of any dividend
for the year ended on 31st March, 2010.
4. BOARD OF DIRECTORS
Retire by Rotation
In accordance with the provisions of the Companies Act, 1956 and
Article No. 89 of the Articles of Association, Shri Bikash Kumar
Lakhotia retires by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
Appointment of Additional Director
Shri Mahendra Kumar was appointment as an Additional Director w.e.f
31st October, 2009. The Board received a notice u/s 257 of the
Companies Act, 1956 from a member proposing the candidature of Shri
Mahendra Kumar as a Director.
In view of this the Board recommends his appointment as a regular
Non-Executive Independent Director of the Company liable to retire by
rotation.
The Details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
Resignation of Director
During the financial year 2009-10 Shri Raghuvir Singh Rathore ceased to
be Director of the Company w.e.f 31st October, 2009 by tendering his
resignation to the Board of Directors of the Company.
5. AUDITORS
M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
The Company has received the necessary certificate from them pursuant
to section 224 (1B) of the Companies Act 1956, regarding their
eligibility for re-anpointment. Accordingly, approval of members is
being sought at the forthcoming Annual General Meeting.
The qualifications / observations of the Auditors are explained
wherever necessary in appropriate notes to Accounts.
6. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at JSE, ASE, DSE, CSE and
BSE.
7. PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
ruJes there under.
8. FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance of
Deposits) Rules, 1975.
9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars regarding foreign exchange earning and expenditure,
conservation of energy, research and development and technological
absorption are set out in the Annexure A to this report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange, forms part of the Annual
Report of the Company.
11. CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company.
12. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed, along with proper explanation
relating to material departures.
2. the Directors had selected such accounting policies & applied them
consistently & made judgments & estimates that are reasonable & prudent
so to as give a true & fair view of the state of affairs of the Company
at the end of the financial year ended on 31st March, 2010 and of the
Profits of the Company for the year.
3. the Directors had taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. the Directors had prepared the annual accounts on a going concern
basis.
13. ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the co-operations received from its Bankers, Government Authorities,
Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of the executives, staff and workers of the
Company.
14. CONCLUSION
Your Companys Board and employees are inspired by their vision of
sustaining the position of the Company as a dynamic and valuable
Company through world class performance, creating enduring value for
all stakeholders, including the shareholders and the Indian Society.
The Company is continuously engaged in upgrading strategic capability
to effectively address the challenge of growth in an increasingly
competitive market. The vision of enlarging your Companys contribution
to the Indian economy is manifest in the creation of unique business
models that foster international competitiveness. Propelled by this
vision and powered by the internal vitality, your Directors look
forward to the future with confidence.
For and on behalf of the Board of Directors
Place: JAIPUR Sd/- Sd/-
PRADEEP SAXENA GIRDHAR SABO
Date: 31.07.2010 Director Managing Director
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