Mar 31, 2024
Your directors are pleased to present the 37thAnnual Report together with the audited accounts of the company for the year ended on 31st March, 2024. The summarized financial results for the year ended 31stMarch, 2024 are as under:
FINANCIAL HIGHLIGHTS:
|
(Rs.in Lakh) |
||
|
Particulars |
F.Y. 2024-25 |
F.Y. 2022-23 |
|
Revenue from operations |
3124.99 |
2254.02 |
|
Other income |
5.83 |
0.85 |
|
Total Income |
3130.82 |
2254.87 |
|
Less: Total Expenses before Depreciation, Finance Cost and Tax |
2727.39 |
1927.80 |
|
Operating Profits before Depreciation, Finance Cost and Tax |
403.44 |
327.07 |
|
Less: Finance cost |
206.72 |
167.49 |
|
Less: Depreciation |
57.20 |
63.11 |
|
Profit / (Loss) Before Tax |
139.52 |
96.47 |
|
Less: Current Tax |
__ |
__ |
|
Less: Deferred Tax Liabilities/ (Assets) |
(6.37) |
4.76 |
|
Profit/ (Loss) after tax (PAT) |
133.15 |
101.23 |
During the year under report, sales of the company have increased by 38.90%, Rs. 3130.82 Lakh (Previous Year Rs. 2254.02 Lakh).
Total Income from Operations increased by Rs. 876.8 Lakh, from Rs. 2254.02 Lakh to Rs. 3130.82 Lakh in FY 2024-25, increased by 38.90% (In Accordance with the Indian Accounting Standards - 18 on revenue and Schedule III of the Companies Act, 2013, unlike excise duties, levies like GST, VAT etc. are not part of the Revenue. Accordingly, the figures are not strictly relatable previous year figures.).
Earnings before Depreciation Interest and Taxes (EBDIT) have been increased by Rs. 79.46 Lakh from Rs. 311.17 Lakh to Rs. 390.63 Lakh in FY 2024-25, increased approx. by 25.54%.
Profit before Tax (PBT) increase by Rs. 43.05 Lakh from Rs. 96.47 Lakh to Rs. 139.52 Lakh in FY 2024-25, increased approx. by 44.63%.
Profit after Tax (PAT) increase by Rs. 31.93 Lakh from Rs. 101.22 Lakh to Rs. 133.15 Lakh in FY 2024-25, increased approx. by 31.55%.
Members are aware that changes were introduced by your directors in marketing strategy a few years back and since then performance of the Company is improving, which have resulted in strengthening the financial position of the Company. The encouraging results are before you. Your Company has done very well even during the depression in the country and overseas market.
With a view to plough back the profits for better working of the company, your directors do not recommend any Dividend for the year. This will also result in strong capital base of the Company.
The company do not transfer any amount from Profit & Loss Account to General Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 and 125 of the Companies Act, 2013 ("The Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or
claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claimtheir dividends in order to avoid transfer of dividends/shares to IEPF Authority.The Company had also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Accordingly, the Company has transferred such unpaid or unclaimed dividends and corresponding shares up to the Dividend for the Financial Year ended 31 March 2015.
In light of the aforesaid provisions, the Company has during the year under review, transferred to IEPF the unclaimed dividends, outstanding for 7 consecutive years, of the Company, Further, shares of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.
The details of unclaimed dividends and shares transferred to IEPF during FY 2023 are as follows:
|
Financial year |
Amount of unclaimed dividend transferred |
Number of shares transferred |
|
2017 |
2.11 Lakh |
26,365 |
|
TOTAL |
2.11 Lakh |
26,365 |
Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.
The Company will be transferring the Final Dividend and corresponding shares for the Financial Year ended 31 March 2017 on or before 25 October 2023. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. Due dates for Transfer of Unclaimed Dividend to IEPF are provided in the Report on Corporate Governance.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www. supercropsafe. com The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business during the financial year 2024-25.
The Company has not accepted any Deposits, within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review, hence it is not required to comply with the requirement under the Companies (Accounts) Rules, 2014.
During the year 2024-25, there were No Changes in Share Capital of the Company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT RIGHTS
The company has not issued any equity shares with differential voting rights during the financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION
The company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.
The Annual return pursuant to section 92(3) of the Companies Act, 2013 is available on the website of the Company, www. supercropsafe. com.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE
A calendar of Meetings was prepared and circulated in advance to the Directors.
During the year under review Six Board Meetings were held on 30thMay, 2023, 14th August, 2023, 29th August, 2023, 22nd September, 2023, 11th November, 2023 and 14thFebruary, 2024 respectively and one Independent Directors'' meeting was held on 14thFebruary, 2024 and Four Audit Committee Meetings were convened on 30thMay, 2023, 14th August, 2023, 11th November,
2023and 14thFebruary, 2024 respectively. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please ref er to Note to the financial statement).
Pursuant to provision of Section 188 of the Companies Act, 2013 all the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.
Your attention is drawn to the Related Party disclosures set out in Note no 35 of the Notes forming of the Account.
The Company''s manufacturing facilities at Himatpura (Bilodra), Ta. Mansa, Dist: Gandhinagar continue to be certified to the latest version of ISO 9001:2015, ISO 14001:2015, HACCP and GMP by leading International Certification Company. The Company is also holding valid FSSAI, Organic Certificate and GPCB consents from Government authorities. These certifications indicate our commitment in meeting in a sustainable manner Global Quality, Environment, Health, and Safety Standards.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement highlighting details of the conservation of energy, technology absorption, and foreign exchange earnings and outgo, in accordance with section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure -II.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of the company which have occurred between the end of financial year and date of report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Company''s subsidiaries, joint ventures or associate companies.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, none of the companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Nishant Nitinbhai Patel : Managing Director
Mr. Ishwarbhai Baldevdas Patel : Chairman and Whole Time Director
Mr. Ambalal Baldevdas Patel : Executive Director
Mr. Ishwarbhai Baldevdas Patel : CEO
Mr. Nishant Nitinbhai Patel : CFO
Ms. Hiral M Patel : Company Secretary
During the year under review there was no change in the office of any KMP.
Declaration by Independent Director
As per the requirements of the Companies Act, 2013, the company being a listed company require to appoint independent Directors. Therefore, requirement for obtaining Declaration by the Independent Directors pursuant to section 149 (6) Companies Act, 2013 is applicable to the Company.
List of the Independent directors:
1) Mr. Gopal Bhatt (From 29th August, 2023)
2) Mr. N. R. Krishna (up to 29th August, 2023)
3) Ms. Kalpanaben Jigneshbhai Pandya (up to 10th August, 2024)
4) Mr. Mahendrasingh Rao
5) Ms. Babita Chandran Kuruvgatti (From 14th August, 2024)
The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) and Regulation 16 (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors states that:
1) In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same, if any;
2) The Directors had selectedsuch accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date.
3) The Directors had takenproper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) The Directors had prepared the annual accounts for the year ended 31st March, 2024 on going concern basis;
5) The Directors had laid downthe internal financial controls to be followed by the Company and that such Internalfinancial controls are adequate and were operating effectively; and
6) The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. The human resource development function of the Company is guided by a spirit of corporate team building and dedication towards strengthening the Company''s systems thereby improving efficiencies and registering growth. All personnel continue to have a healthy, cordial and harmonious approach in problem solving and enhancing Company value at all levels. Despite uncertain economic conditions, the enthusiasm and unstinting efforts of the employees have enabled the Company to maintain leadership in its business areas. The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees.
During the year, extensive training and developmental activities were undertaken, both in-house and out-bound for the employees. Various efficiency and quality improvement initiatives, including some functional and behavioural training programs were undertaken. The total number of employees as on 31st March, 2024 was 61.
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
The Company believes its employees are its biggest assets and aligns its compensation and benefits towards rewarding employees in line with its Rewards policy. The Company focuses on being market aligned as well as differentiate basis performance to drive a high-performance culture.
The Company believes that by means of the variable pay plan the Company is able to link a portion of compensation to the individual and business performance which creates a strong positive reinforcement. It also ensures that the employees of the Company are rewarded only when the shareholders'' goals are met. The Company''s variable pay plan, therefore, links the variable pay to both - individual performance and business results such as sales growth and operating profits.
The company believes in balancing the competitiveness of pay as well as sustainability of the associated costs for the organization. The salary increases for this year were aimed at maintaining the pay competitiveness with market as well as performance of the Company.
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors, is attached herewith as Annexure - III.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in Future.
The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets.
The Company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake. All the Assets of the company including Inventories, Buildings, and Machinery are adequately insured.
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs, will adversely affect either/or, value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.
In compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the Committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
1) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like preparedness, participation, value addition, focus on governance and communication. The Board was of the unanimous view that each independent director was brought his / her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.
2) Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included transparency, business leadership, people leadership, focus on governance, communication, preparedness, participation and value addition. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.
CORPORATE SOCIAL RESPONSIBILITY
Under Section 135 of the Companies Act, 2013 the provision of Section 135 (1) is applicable to the company, about formation of Corporate Social Responsibility Committee from the financial year 2018-19.
During the year under review, as per Section 135 (1) of the Companies Act, 2013, Company constituted a CSR Committee. The Committee looks after implementation and monitoring of the CSR policy are in compliance with CSR objectives and CSR policy of the Company.
Nishant N Patel as the Chairman, Mr. Ishwarbhai B Patel and Ms. Kalpanaben J Pandya as the other two members. During the Financial year 2024-25, Committee met for one time on 14thFebruary, 2024 and the same was attended by all the members.
The committee finalized a policy for the purpose of activities to be carried out for CSR and decided to explore the proper channel through which the activities can be carried out and necessary amount could be spent. During the year, the company is no requiring spending any amount towards CSR.
The Company has constituted the audit committee as per requirement of section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules,2014 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed company.
During the year under review, the board has accepted all recommendations of audit committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the audit committee by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted the Stakeholders Relationship Committee as per requirement of Section 178(5) of the Act, and Regulations 20 of the Listing Regulations being a listed company. The Committee comprises of Ms. Kalpanaben J Pandya as the Chairperson, an Independent Director, Mr. Ishwar Bhai B Patel and Mr. Nishant N Patel as the other two members.
The Committee inter alia, looks into redressing the grievances of the Security holders of the Company viz. non-receipt of transferred shares and non- receipt of dividend, among others. During the Financial Year2023-2024, the Committee met for four times on 30thMay, 2023, 14th August, 2023, 11thNovember, 2023 and 14thFebruary, 2024 and the same was attended by all the members of the Committee.
As per provisions of section 177(9) of the Act read with regulation 22(1) of Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has a policy for prevention, detection and investigation of frauds and protection of whistle-blowers ("Whistle-blowers Policy") in place. Detailed policy for Whistle blower is available at www.supercropsafe.com.
NOMINATION AND REMUNERATION COMMITTEE
The company has constituted Nomination and Remuneration Committee pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 being a listed company. The Committee comprises of all independent directors, Ms. Kalpanaben J Pandya as the Chairperson, Mr. Mahendra Singh Rao, Mr. N. R. Krishna (up to 29th August, 2023) and Mr. Gopal Bhatt (From 29th August, 2023) as the other two members.
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. During the year under review the there are One meeting of the Committee Members held on 14thFebruary, 2024.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
Your Company has put in place governance practices as prevalent globally. The Corporate Governance Report and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.
ENVIRONMENTAL HEALTH, SAFETY AND PROTECTION
The Company gives highest importance to Health, Safety and Environment, and encourages and promotes safety awareness in true letter and spirit as an integral part of its work culture.
Process Safety Management is an integral part of all changes taking place in the process. Onsite emergency plans have been reviewed and updated by all divisions. Periodic mock drills are conducted at various divisions and reports indicate improved preparedness of employees.
To further strengthen the safety of overall operations and to promote a positive safety culture and transparency, your Company has introduced site specific Behavioural Based Safety process at all its manufacturing locations and substantially invested for the improvement of process safety.
Apart from employees, the contractors and workmen are also given exhaustive training on safety, first-aid and fire-fighting. A green belt in and around the factory premises has been maintained to enhance eco-friendliness.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year, no complaint with allegations of sexual harassment was received by the Company and hence no complaints remain pending as of 31stMarch, 2024.
At the Annual General Meeting held on September 30, 2023, M/s.Parimal S. Shah & Co., Chartered Accountants (Firm Registration No. 107591W), were appointed as statutory auditors of the Company, to hold office till the conclusion of the Annual General Meeting to be held in financial year 2026-27 (40thAGM). In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, appointment of M/sParimal S. Shah & Co., Chartered Accountants as Statutory Auditor of the Company, is placed for ratification by the shareholders"
The Auditor''s Report for fiscal 2024 does not contain any qualification, reservation or adverse remark.
The observations made by the auditors in their report read with the relevant notes as given in the notes to the financial statements for the year ended 31st March 2024 are self-explanatory and are devoid of any reservation, qualification or adverse remarks.
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 SPANJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -V".
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review.
INTERNAL CONTROL SYSTEM AND ADEQUACY
The Company has established and maintained adequate internal control framework in line with the Internal Financial Controls ("IFC") requirement within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 including financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).
The Company has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorised use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.
The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Audit Committee of the Board of Directors regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reason for changes in accounting policies and practices, if any. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.
COMPLIANCE WITH SECRETARIALSTANDARDS ON BOARD AND GENERALMEETINGS
During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
INFORMATION ON COMPANY''S SHARE PERFORMANCE
The market capitalisation of the Company has increased by 211.30%, Rs. 57.59 Cr against March 31, 2023 Rs. 18.50 Cr. EPS as on March 31, 2024 stands at Rs. 0.33 against Rs. 0.25 as on closing date of last Financial Year. The PE ration as on March 31, 2024 stands at 43.39 against 18.4 as on closing date of last Financial Year.
Your directors place on records their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the company. We also thank our customers, vendors, dealers, investors and business partners for their continued support during the year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.
Mar 31, 2018
The Members,
The Directors are pleased to present the 31st Annual Report together with the audited accounts of the company for the year ended on 31st March, 2018. The summarized financial results for the year ended 31st March, 2018 are as under:
FINANCIAL RESULTS
(Amount in Lakhs)
|
Particulars |
Financial Year 2017-18 |
Financial Year 2016-17 |
|
Profit / (Loss) before Depreciation |
635.54 |
370.24 |
|
Less: Depreciation |
75.64 |
60.99 |
|
Profit / (Loss) before Taxation |
559.90 |
309.24 |
|
Less: Deferred Tax |
0.86 |
3.57 |
|
Less: Current Tax |
(67.07) |
(36.24) |
|
Net Profit / (Loss) after Depreciation & Tax |
493.69 |
276.57 |
|
General Reserve |
771.01 |
421.01 |
OPERATIONS
During the year under report, the company continued to reach the new heights in sales and profit as well. Sales of the company have decreased to Rs. 6,829.48 Lakhs (Previous Year Rs. 7,498.21 Lakh) which shows encouraging growth in total revenue and speaks about the efficient working of the company.
Revenues
Total Income from Operations decreased by Rs. 694.50 Lakh from Rs. 7,527.66 Lakh to Rs. 6833.16 Lakh in FY 2017-18, decreased by 9.22%. (In Accordance with the Indian Accounting Standards - 18 on revenue and Schedule III of the Companies Act, 2013, unlike excise duties, levies like GST, VAT etc. are not part of the Revenue. Accordingly the figures are not strictly relatable to previous year figures).
Profits
Earnings before Depreciation Interest and Taxes (EBDIT) has increased by Rs. 266.05 from Rs. 491.94 to Rs. 757.99 in FY 20170-18, increased by 54.85%.
Profit before Tax (PBT) increase by Rs. 250.66 from Rs. 309.24 Lakhs to Rs. 559.90 Lakhs in FY 2017-18, increased by 81.06%.
Profit after Tax (PAT) increase by Rs.217.12 Lakhs from Rs. 276.57 Lakhs to Rs. 493.69 Lakhs in FY 2017-18, increased by 78.51%.
Members are aware that changes were introduced by your Directors in marketing strategy a few years back and since then performance of the Company is improving, which have resulted in strengthening the financial position of the Company. The encouraging results are before you. Your Company has done very well even during the depression in the country and overseas market.
DIVIDEND
Considering the performance, and to appropriately reward the Members while conserving resources to meet future financial requirements, the Board of Directors recommends a dividend of Rs. 0.10/- per equity share of Rs. 2/- each (5%). This dividend is subject to the approval of Members at the forthcoming Annual General Meeting and if approved, Members whose names appear on the Register of Members on 17th September, 2018, will be entitled to dividend. In the previous year the Company paid a dividend of Rs. 0.70/- per equity share of Rs. 10 each (7%)
In respect of shares held in the dematerialized form, the dividend will be paid to the members whose names are furnished by NSDL and CDSL, as beneficiary owners.
TRANSFER TO RESERVES
The company has transferred Rs. 350 Lakh from Profit & Loss Account to General Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to applicable provisions of the Companies Act, 2013 (âThe Actâ) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 (âThe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Accordingly, the Company has transferred such unpaid or unclaimed dividends and corresponding shares up to the Dividend for the Financial Year ended 31 March 2011.
Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.
The Company will be transferring the Final Dividend and corresponding shares for the Financial Year ended 31 March 2011 on or before 19 October 2018. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. Due dates for Transfer of Unclaimed Dividend to IEPF are provided in the Report on Corporate Governance.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www. supercropsafe.com The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business during the financial year 2017-18.
DEPOSITS
The Company has not accepted any Deposits, within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review, hence it is not required to comply with the requirement under the Companies (Accounts) Rules, 2014.
CHANGE IN SHARE CAPITAL
During the year 2017-18, the Company has converted 3,00,000 Convertible Warrants , into Equity Shares of the Company in the month of August, 2017
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT RIGHTS
The company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION
The company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.
EXTRACT OF ANNUAL RETURN
The Extract of Annual return in form no MGT - 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial year ended on March 31, 2018 is annexed herewith as Annexure - I to this report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE
A calendar of Meetings was prepared and circulated in advance to the Directors.
During the year under review Seven Board Meetings were held on 26th May, 2017, 28th July, 2017, 21st August, 2017, 19th September, 2017, 03rd November, 2017, 21st December, 2017 and 12th February, 2018 respectively and one Independent Directorsâ meeting was held on 12th February, 2018 and Four Audit Committee Meetings were convened on 26th May, 2017, 28th July, 2017, 03rd November, 2017 and 12th February, 2018 respectively. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note to the financial statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to provision of Section 188 of the Companies Act, 2013 all the related party transactions entered into during the financial year under review were in ordinary course of business and on an armâs length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.
Your attention is drawn to the Related Party disclosures set out in Note no 33 of the Notes forming of the Account.
ISO AND OTHER CERTIFICATION
The Companyâs manufacturing facilities at Himatpura (Bilodra), Ta. Mansa, Dist: Gandhinagar continue to be certified to the latest version of ISO 9001:2015, ISO 14001:2015, HACCP and GMP by leading International Certification Company. The Company is also holding valid FSSAI and GPCB consents from Government authorities. These certifications indicate our commitment in meeting in a sustainable manner Global Quality, Environment, Health, and Safety Standards.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement highlighting details of the conservation of energy, technology absorption, and foreign exchange earnings and outgo, in accordance with section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure -II.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of the company which have occurred between the end of financial year and date of report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Companyâs subsidiaries, joint ventures or associate companies.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, none of the companies have become or ceased to be Companyâs subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Ishwarbhai Baldevdas Patel : Managing Director
Mr. Ambalal Baldevdas Patel : Executive Director
Mr. Nitinkumar Ishwarbhai Patel : Whole Time Director
Mr. Ishwarbhai Baldevdas Patel : CEO
Mr. Nitinkumar Ishwarbhai Patel : CFO
Ms. Hiral M Patel : Company Secretary
During the year under review there was no change (appointment or cessation) in the office of any KMP.
Declaration by Independent Director
As per the requirements of the Companies Act, 2013, the company being a listed company require to appoint independent Directors. Therefore requirement for obtaining Declaration from the Independent Directors pursuant to section 149 (6) Companies Act, 2013 is applicable to the Company.
List of the Independent directors:
1) Mr. Radhakrishna Naraparaju
2) Mr. Piyushkumar Krishnaprasad Patel
3) Ms. Kalpanaben Jigneshbhai Pandya
The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) and Regulation 16 (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors states that:
1) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2) such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date.
3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) the annual financial statements have been prepared on a going concern basis;
5) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
6) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
INDUSTRIAL RELATIONS
Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence.
The human resource development function of the Company is guided by a spirit of corporate team building and dedication towards strengthening the Companyâs systems thereby improving efficiencies and registering growth. All personnel continue to have a healthy, cordial and harmonious approach in problem solving and enhancing Company value at all levels. Despite uncertain economic conditions, the enthusiasm and unstinting efforts of the employees have enabled the Company to maintain leadership in its business areas. The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees.
During the year, extensive training and developmental activities were undertaken, both in-house and out-bound for the employees. Various efficiency and quality improvement initiatives, including some functional and behavioural training programs were undertaken. The total number of employees as on 31st March, 2018 was 84.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
MANAGERIAL REMUNERATION
The Company believes its employees are its biggest assets and aligns its compensation and benefits towards rewarding employees in line with its Rewards policy. The Company focuses on being market aligned as well as differentiate basis performance to drive a high performance culture.
The Company believes that by means of the variable pay plan the Company is able to link a portion of compensation to the individual and business performance which creates a strong positive reinforcement. It also ensures that the employees of the Company are rewarded only when the shareholdersâ goals are met. The Companyâs variable pay plan, therefore, links the variable pay to both - individual performance and business results such as sales growth and operating profits.
The company believes in balancing the competitiveness of pay as well as sustainability of the associated costs for the organization. The salary increases for this year were aimed at maintaining the pay competitiveness with market as well as performance of the Company.
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors, is attached herewith as Annexure - III.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in Future.
INSURANCE
The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets.
RISK MANAGEMENT POLICY
The Company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake. All the Assets of the company including Inventories, Buildings, and Machinery are adequately insured.
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs, will adversely affect either/or, value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation as âRisksâ. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.
ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
Board
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the Committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Individual Directors
1) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like preparedness, participation, value addition, focus on governance and communication. The Board was of the unanimous view that each independent director was brought his / her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.
2) Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included transparency, business leadership, people leadership, focus on governance, communication, preparedness, participation and value addition. The Independent Directors and the Board were of the unanimous view that each of the non independent directors was providing good business and people leadership.
CORPORATE SOCIAL RESPONSIBILITY
Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial year 2017-18.
AUDIT COMMITTEE
The Company has constituted the audit committee as per requirement of section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules,2014 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed company.
During the year under review, the board has accepted all recommendations of audit committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the audit committee by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted the Stakeholders Relationship Committee as per requirement of Section 178(5) of the Act, and Regulations 20 of the Listing Regulations being a listed company. The Committee comprises of Ms. Kalpnaben J Pandya as the Chairperson, an Independent Director, Mr. Ishwarbhai B Patel and Mr. Nitin I Patel as the other two members.
The Committee inter alia, looks into redressing the grievances of the Security holders of the Company viz. non-receipt of transferred shares and non- receipt of dividend, among others. During the Financial Year 2017-2018, the Committee met for Seven times on 26th May, 2017, 28th July, 2017, 21st August, 2017, 19th September, 2017, 03rd November, 2017, 21st December, 2017 and 12th February, 2018 and the same was attended by all the members of the Committee.
VIGIL MECHANISM
As per provisions of section 177(9) of the Act read with regulation 22(1) of Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has a policy for prevention, detection and investigation of frauds and protection of whistleblowers (âWhistleblower Policyâ) in place. Detailed policy for Whistle blower is available at www.supercropsafe.com.
NOMINATION AND REMUNERATION COMMITTEE
The company has constituted Nomination and Remuneration Committee pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 being a listed company. The Committee comprises of all independent directors, Ms. Kalpnaben J Pandya as the Chairperson, Mr. Piyush K Patel and Mr. N. R. Krishna as the other two members.
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. There were no committee meeting conducted during the year under review.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
Your Company has put in place governance practices as prevalent globally. The Corporate Governance Report and the Auditorâs Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.
ENVIRONMENTAL HEALTH, SAFETY AND PROTECTION
The Company gives highest importance to Health, Safety and Environment, and encourages and promotes safety awareness in true letter and spirit as an integral part of its work culture.
Process Safety Management is an integral part of all changes taking place in the process. Onsite emergency plans have been reviewed and updated by all divisions. Periodic mock drills are conducted at various divisions and reports indicate improved preparedness of employees.
To further strengthen the safety of overall operations and to promote a positive safety culture and transparency, your Company has introduced site specific Behavioural Based Safety process at all its manufacturing locations and substantially invested for the improvement of process safety.
Apart from employees, the contractors and workmen are also given exhaustive training on safety, first-aid and fire-fighting. A green belt in and around the factory premises has been maintained to enhance eco-friendliness.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year, no complaint with allegations of sexual harassment was received by the Company and hence no complaints remain pending as of 31 March, 2018.
STATUTORY AUDITORS
At the Annual General Meeting held on September 25, 2017, M/s. Naresh J. Patel & Co., Chartered Accountants (Firm Registration No. 123227W), were appointed as statutory auditors of the Company, to hold office till the conclusion of the Annual General Meeting to be held in financial year 2021-22 (35th AGM). In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly appointment of M/s Naresh J. Patel & Co., Chartered Accountants as Statutory Auditor of the Company, is placed for ratification by the shareholdersâ
The Auditorâs Report for fiscal 2018 does not contain any qualification, reservation or adverse remark.
AUDITORS REPORT
The observations made by the auditors in their report read with the relevant notes as given in the notes to the financial statements for the year ended 31st March 2018 are self-explanatory and are devoid of any reservation, qualification or adverse remarks.
SECRETARIAL AUDIT REPORT
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 SPANJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure -IVâ.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review.
INTERNAL CONTROL SYSTEM AND ADEQUACY
The Company has established and maintained adequate internal control framework in line with the Internal Financial Controls (âIFCâ) requirement within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 including financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).
The Company has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorised use or loses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.
The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Audit Committee of the Board of Directors regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reason for changes in accounting policies and practices, if any. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
INFORMATION ON COMPANYâS SHARE PERFORMANCE
The market capitalisation of the Company has increased by 8.92 % (Rs. 117.54 Cr) against March 31, 2017 (Rs.107.91 Cr). EPS as on March 31, 2018 stands at Rs. 1.28 against Rs. 0.79 as on closing date of last Financial Year. The PE ration as on March 31, 2018 stands at 23.40 against 34.70 as on closing date of last Financial Year.
ACKNOWLEDGEMENT
Your directors place on record their gratitude to the Central Government, State Governments and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the company. We also thank our customers, vendors, dealers, investors and business partners for their continued support during the year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.
For, SUPER CROP SAFE LIMITED
Date: 08/08/2018
ISHWARBHAI B. PATEL NITINKUMAR I. PATEL
Chairman & Managing Director Director
[DIN: 00206389] [DIN: 00206561]
Mar 31, 2016
The Members,
The Directors are pleased to present the 29th Annual Report together with the audited accounts of the Company for the year ended on 31st March, 2016. The summarized financial results for the year ended 31st March, 2016 are as under:
Financial Results: (Amount Rs. In Thousand)
|
Particulars |
Financial Year |
Financial Year |
|
|
2015-16 |
2014-15 |
|
Profit / (Loss) before Depreciation |
19,877 |
11,266 |
|
Less: Depreciation |
5,131 |
6,114 |
|
Profit / (Loss) before Taxation |
14,746 |
5,152 |
|
Less: Deferred Tax |
(264) |
(366) |
|
Less: Current Tax |
2,986 |
1,592 |
|
Net Profit / (Loss) after Depreciation & Tax |
12,023 |
3,925 |
|
General Reserve |
7,355 |
161 |
|
Dividend on equity shares |
3,878 |
2,850 |
|
Tax on Dividend |
790 |
570 |
Operations:
During the year under report, the Company continued to reach the new heights in sales and profit as well. Sales of the Company have increased to Rs. 7,21,722/- thousand (Previous Year Rs. 6,32,860/- thousand) which shows encouraging growth in total revenue and speaks about the efficient working of the Company.
The Company has started Bio Division and introduced two new products under this division, which are commercially launched during the year.
Total Income from Operations increased from Rs. 6,32,860 thousand to Rs. 7,21,722 thousand in FY 2015-16 increased by 14.04%
EBDIT increased from Rs. 20,092 thousand to Rs. 30,594 thousand in FY 2015-16 increased by 52.27%.
PBT increase from Rs. 5,152 thousand to Rs. 14,746 thousand in FY 2015-16 increased by 186.22%.
PAT increase from Rs. 3,925 thousand to Rs. 12,023 thousand in FY 2015-16 increased by 206.32%.
Members are aware that changes were introduced by your directors in marketing strategy a few years back and since then performance of the Company is improving, which have resulted in strengthening the financial position of the Company. The encouraging results are before you. Your Company has done very well even during the global depression in the country and overseas market.
Dividend
Your Directors have recommended dividend of Rs. 0.60 per Equity Share for the current financial year (Previous year Rs. 0.50), amounting to Rs. 4,668/- thousand (inclusive of tax Rs. 790 thousand), Previous year Rs. 3,420/- thousand (inclusive of tax Rs. 570 thousand). Those members whose names are registered on the Register of Members on 23rd September, 2016, will be entitled to dividend.
In respect of shares held in the dematerialized form, the dividend will be paid to the members whose names are furnished by NSDL and CDSL, as beneficiary owners.
Change in the Nature of Business:
There has been no change in the nature of the business during the financial year 2015-16.
Transfer to Reserves
The Company has transferred Rs. 7,355/- thousand from Profit & Loss Account to General Reserve.
Deposits:
The Company has not accepted any Deposits from the public and it is therefore not required to comply with the requirement under the Companies (Accounts) Rules, 2014.
Industrial Relations
The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees.
During the year, extensive training and developmental activities were undertaken, both in-house and out-bound for the employees. Various efficiency and quality improvement initiatives, including some functional and behavioural training programs were undertaken. The total number of employees as on 31st March 2016 was 62.
Change in Share Capital:
During the financial year 2015-16, Company has increased Authorized Share Capital from Rs. 65,000/- (thousand) to Rs. 80,000/-(thousand). Company has also increased its paid up share capital by issuing 8,00,000 Equity Shares on Preferential basis to the promoter and non - promoter group and with the approval of Board, Company has forfeited 36,100 Equity Shares.
Disclosure regarding Issue of Equity Shares with Different Rights:
The Company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.
Disclosure regarding issue of Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.
Disclosure regarding issue of Employee Stock Option:
The Company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.
Extract of Annual Return:
The Extract of Annual return in form no MGT - 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial year ended on March 31, 2016 is annexed herewith as Annexure -1 to this report.
Number of Meetings of the Board of Directors and Audit Committee:
A calendar of Meetings was prepared and circulated in advance to the Directors.
During the year under review Seven Board Meetings were held on 10th April, 2015, 30th May, 2015, 31st July, 2015, 30th October, 2015, 26th December, 2015, 08th February, 2016 and 13th February, 2016 respectively and one Independent Directors'' meeting was held on 13th February, 2016 and Five Audit Committee Meetings were convened on 10th April, 2015, 30th May, 2015, 31st July, 2015, 30th October, 2015, 08th February, 2016 respectively. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Particulars of Loan, Guarantees and Investment:
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note to the financial statement).
Particulars of Contracts or Arrangements with Related Parties
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis.
Your attention is drawn to the Related Party disclosures set out in Note no. 31 of the Notes forming part of the Account.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo, are given separately in the Annexure hereto and form part of this report as Annexure - II.
Material changes and commitments affecting the financial position of the Company:
There are no material changes and commitments affecting financial position of the Company which have occurred between the end of financial year and date of report.
Subsidiaries, Joint Ventures and Associate Companies:
During the year under review, Company does not have any subsidiary Company and none of the companies has become or ceased to be Company''s subsidiaries, joint ventures or associate companies.
Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies:
During the year under review, none of the companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.
Directors:
Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Nitinbhai I Patel (DIN: 00206561) and Mr. Ambalal Baldevdas Patel (DIN: 00206520), Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment in accordance with the provisions of the Companies Act, 2013.
The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.
The Directors recommend their appointment/re-appointment at the ensuing AGM.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).
Key Managerial Personnel:
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Ishwarbhai Baldevdas Patel : Managing Director
Mr. Ambalal Baldevdas Patel : Whole Time Director
Mr. Nitinkumar Ishwarbhai Patel : Whole Time Director
Mr. Ishwarbhai Baldevdas Patel : CEO
Mr. Nitinkumar Ishwarbhai Patel : CFO
Ms. Hiral M Patel : Company Secretary
During the year under review there was an appointment of Ms. Hiral M Patel as Company Secretary in the office as KMP and Cessation of Ms. Ruchita C Chopra as Company Secretary.
Declaration by Independent Director:
As per the requirements of the Companies Act, 2013, the Company being a listed Company require to appoint independent Directors. Therefore requirement for obtaining Declaration by the Independent Directors pursuant to section 149 (6) Companies Act, 2013 is applicable to the Company.
List of the Independent directors:
1) Mr. Radhakrishna Naraparaju
2) Mr. Piyushkumar Krishnaprasad Patel
3) Ms. Kalpanaben Jigneshbhai Pandya
The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section (6) and Regulation 16(b) of the SEBI (LODR) 2015.
Directors'' Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:
1) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date.
3) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) that the annual financial statements have been prepared on a going concern basis;
5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
6) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
Managerial Remuneration:
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is attached herewith as Annexure - III.
Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company''s Operations In Future:
The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in Future.
Insurance
The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets, profit and third parties.
Risk Management Policy:
The Company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake. All the Assets of the Company including Inventories, Buildings, Machinery is adequately insured.
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. A Risk Management Committee has been constituted to oversee the risk management process in the Company required under Section 134 (3) (n) of the Companies Act, 2013 and read with SEBI (LODR) Regulations, 2015.
Annual Performance Evaluation:
In compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the Committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Individual Directors:
(a) Independent Directors:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like preparedness, participation, value addition, focus on governance and communication. The Board was of the unanimous view that each independent director was a reputed professional and brought his / her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.
(b) Non-Independent Directors:
The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included transparency, business leadership, people leadership, focus on governance, communication, preparedness, participation and value addition. The Independent Directors and the Board were of the unanimous view that each of the non independent directors was providing good business and people leadership.
Corporate Social Responsibility:
Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the Company for the financial year 2015-16.
Audit Committee:
The Company has constituted the audit committee as per requirement of section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules,2014 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed Company.
Stakeholders Relationship Committee:
The Company has constituted the Stakeholders Relationship Committee as per requirement of Section 178(5) of the Act, and Regulations 20 of the Listing Regulations being a Listed Company. The Committee inter alia, looks into redressing the grievances of the Security holders of the Company viz. non-receipt of transferred shares and non- receipt of dividend, among others. During 2015-2016, meeting of the Stakeholders'' Relationship Committee was held on 20th April, 2015, 22nd April, 2015, 03rd December, 2015 and 08th February, 2016 and the same was attended by all the members of the Committee.
Vigil Mechanism:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.
Nomination and Remuneration Committee:
The Company has constituted Nomination and Remuneration Committee pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 being a Listed Company The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
Board Evaluation:
Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with rule 8 (4) of the Companies (Accounts) Rules, 2014 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.
Corporate Governance & Management Discussion and Analysis:
Provision of clause 49 relating to Corporate Governance and Management Discussion & Analysis are not applicable to the Company vide SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 and therefore, Corporate Governance report is not forming part of the Annual Report.
Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2016.
Secretarial Audit Report:
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 SPANJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure -IV".
Statutory Auditors:
At the Annual General Meeting held on September 11, 2014, M/s. Parimal S. Shah & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the financial year 2016-17. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Parimal S. Shah & Co., Chartered Accountants as Statutory auditors of the Company, is placed for ratification by the shareholders.
The Auditor''s Report for fiscal 2016 does not contain any qualification, reservation or adverse remark.
Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the Company for the year under review.
Internal Financial Control System:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.
Auditors Report:
As regards the comments made in the Auditor''s Report, the Board is of the opinion that they are self-explanatory and does not warrant further clarification.
Acknowledgement:
Your directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.
For SUPER CROP SAFE LIMITED
ISHWARBHAI B. PATEL NITINKUMAR I. PATEL
Chairman & Managing Director Director
Date: 30/05/2016 [DIN: 00206389] [DIN: 00206561]
Mar 31, 2014
Dear Members,
The Directors have pleasure in submitting their Annual Report together
with the Audited Statements of accounts for the year ended 31st March
2014.
FINANCIAL RESULTS:-
The working results of the company for the year under report are as
follows:-
(Rs.)
Particulars 2013-14 2012-13
Profit / (Loss) before Depreciation 1,24,97,066 1,18,88,362
Less: Depreciation 44,03,150 38,51,483
Profit / (Loss) before Taxation 80,93,916 80,36,879
Less: Deferred Tax 87,423 48,555
Less: Current Tax 30,53,280 33,93,532
Net Profit / (Loss) after Depreciation & Tax 49,53,213 45,94,792
General Reserve 16,18,853 12,60,432
Dividend on equity shares 28,50,000 28,50,000
Tax on Dividend 4,84,360 4,84,560
OPERATIONS:-
During the year under report, the company continued to reach the new
heights in sales and profit as well. Sales of the company have
increased to Rs. 65,12,56,872/- (Previous Year Rs. 60,02,61,838/-)
which shows encouraging growth in total revenue and speaks about the
efficient working of the company.
Members are aware that changes were introduced by your directors in
marketing strategy a few years back and since then performance of the
company is improving, which have resulted in strengthening the
financial position of the company. The encouraging results are before
you. Your company has done very well even during the global depression
in the country and overseas market.
DIVIDEND:-
Your Directors have recommended dividend of Rs. 0.50 per Equity Share
for the current financial year (Previous year Rs. 0.50), amounting to
Rs. 33,34,360 (inclusive of tax Rs. 4,84,360), Previous year Rs.
33,34,360 (inclusive of tax Rs. 4,84,360). Those members whose names
are registered on the Register of Members on 11thSeptember, 2014, will
be entitled to dividend.
In respect of shares held in the dematerialized form, the dividend will
be paid to the members whose names are furnished by NSDL and CDSL, as
beneficiary owners.
FIXED DEPOSIT:-
The Company has not accepted any deposit to which the provisions of
Section 58-A of the Companies Act, 1956 are applicable. PARTICULARS
REGARDING EMPLOYEES:-
There are no employees who are in receipt of remuneration exceeding the
limit specified under section 217 (2A) of the Companies Act, 1956.
DISCLOSURE OF PARTICULARS:-
Particulars relating to conservation of Energy, Technology Absorption,
Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of
the Companies Act, 1956, are given separately in the Annexure hereto
and form part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:-
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at the end of the year under report and of the profit of
the company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv. that the annual accounts have been prepared on a going concern
basis.
DEMATERIALISATION OF SHARES:-
To provide better and smooth service to the shareholders, the company''s
Equity shares are now available for dematerialization in electronic
form in the Depository System operated by National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Ltd.(CDSL). This will improve and quicken sale and transfer of shares
of company.
Shareholders are, therefore requested to demat their shares in the
electronic form at the earliest.
CORPORATE GOVERNANCE:-
Your company believes in transparent management and hence as required
under the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges, the report on Corporate Governance and the certificate
of auditors of the company in respect of compliance thereof are
appended here to and form part of this report.
DIRECTORS:-
In accordance with the Articles of Association of the company, Mr.
Nitin I. Patel (DIN : 00206561) and Mr. Piyushbhai K. Patel (DIN :
01051013), directors of the company retire by rotation but being
eligible offer themselves for reappointment. You are requested to
appoint the directors in their place.
AUDITORS:-
You are requested to appoint auditors from the conclusion of the
ensuing Annual General Meeting till the conclusion of Annual General
Meeting for the financial year 2016-17 and fix their remuneration. The
present Auditors M/s. Parimal S. Shah & Co., Chartered Accountants are
eligible for reappointment.
APPRECIATION:-
The Board places on record its appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board also expresses their sincere
thanks to the Banks and all other well-wishers for their timely
support.
Registered Office: For and on behalf of the Board of Directors
C-1/290, G. I. D. C. Estate, for, Super Crop Safe Limited
Naroda, Ahmedabed-382330. (Ishwarbhai B. patel)
Date : 29th May, 2014 Chairman & Managing Director
Mar 31, 2013
To, Dear Members,
The Directors have pleasure in submitting their Annual Report together
with the Audited Statements of accounts for the year ended 31st March
2013.
FINANCIAL RESULTS
The working results of the company for the year under report are as
follows :-
2012-13 (Rs.) 2011-12 (Rs.)
Profit / (Loss) before Depreciation 1,18,88,362 1,28,38,729
Less : Depreciation 38,51,483 34,29,753
Profit / (Loss) before Taxation 80,36,879 94,08,976
Less : Deferred Tax 48,555 35,084
Less : Current Tax 33,93,532 38,14,823
Net Profit / (Loss) after
Depreciation & Tax 45,94,792 55,59,069
General Reserve 12,60,432 23,89,269
Div''dend on equity shares 28,50,000 27,27,350
Tax on Dividend 4,84,560 4,42,450
OPERATIONS :-
During the year under report, the company continued to reach the new
heights in sales and profit as well. Sales of the company have
increased to Rs. 60,02,61,838/- (Previous Year Rs. 46,29,97,151/-)
which shows encouraging growth in total revenue and speaks about the
efficient working of the company.
Members are aware that changes were introduced by your directors in
marketing strategy a few years back and since then performance of the
company is improving, which have resulted in strengthening the
financeil position of the company. The encouraging results are before
you. Your company has done very well even during the global depression
in the country and overseas market.
DIVIDEND :-
Your Directors have recommended dividend of Rs. 0.50 per Equity Share
for the current financial year (Previous year Rs. 0.50), amounting to
Rs. 33,34,360 (inclusive of tax Rs. 4,84,360), Prev''ous year Rs.
31,69,800 (inclusive of tax Rs. 4,42,450). Those members whose names
are registered on the Register of Members on 19th September, 2013, will
be entitled to dividend.
In respect of shares held in the dematerialized form, the dividend will
be paid to the members whose names are furnished by NSDL and CDSL, as
beneficiary owners.
FIXED DEPOSIT :-
The Company has not accepted any deposit to which the prov''sions of
Section 58-A of the Companies Act, 1956 are applicable.
PARTICULARS REGARDING EMPLOYEES :-
There are no employees who are in receipt of remuneration exceeding the
limit specified under section 217 (2A) of the Companies Act, 1956.
DISCLOSURE OF PARTICULARS :-
Particulars relating to conservation of Energy, Technology Absorption,
Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of
the Companies Act, 1956, are given separately in the Annexure hereto
and form part of this report.
DIRECTORS RESPONSIBILITY STATEMENT :-
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
ii. that the selected accounting policies were applied consistently
and the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair v''ew of the state of affairs of
the company as at the end of the year under report and of the profit of
the company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the prov''sions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv. that the annual accounts have been prepared on a going concern
basis.
DEMATERIALISATION OF SHARES :-
To provide better and smooth service to the shareholders, the company''s
Equity shares are now available for dematerialization in electronic
form in the Depository System operated by National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Ltd.(CDSL). This will improve and quicken sale and transfer of shares
of company.
Shareholders are, therefore requested to demat their shares in the
electronic form at the earliest.
CORPORATE GOVERNANCE :-
Your company believes in transparent management and hence as required
under the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges, the report on Corporate Governance and the certificate
of auditors of the company in respect of compliance thereof are
appended here to and form part of this report.
DIRECTORS :-
In accordance with the Articles of Association of the company, Shri
Ishwarbhai B. Patel and Shri Kaushal C. Patel, directors of the company
retire by rotation but being eligible offer themselves for
reappointment. You are requested to appoint the directors in their
place.
AUDITORS :-
You are requested to appoint auditors from the conclusion of the
ensuing Annual General Meeting till the conclusion of next Annual
General Meeting and fix their remuneration. The present Auditors M/s.
Parimal S. Shah & Co., Chartered Accountants are eligible for
reappointment.
APPRECIATION :-
The Board places on record its appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board also expresses their sincere
thanks to the Banks and all other well wishers for their timely
support.
Registered Office: For and on behalf of the Board of Directors
C-1/290, G. I. D. C. Estate, for, Super Crop Safe Limited
Naroda, Ahmedabed-382330.
(Ishwarbhai B. patel)
Date : 29th July, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in submitting their Annual Report together
with the Audited Statements of accounts for the year ended 31st March
2012.
FINANCIAL RESULTS :-
The working results of the company for the year under report are as
follows :-
2011-12 2010-11
(Rs. ) (Rs. )
Profit/(Loss) before Depreciation 1,28,38,729 1,13,43,904
Less : Depreciation 34,29,753 29,28,689
Profit/(Loss) before Taxation 94,08,976 84,15,215
Add : Deferred Tax (35,084) 15,473
Less : Current Tax 38,14,823 24,78,360
Net Profit/(Loss) after Depreciation
& Tax 55,59,069 59,52,328
General Reserve 23,89,269 27,71,992
Dividend on equity shares 27,27,350 27,27,350
Tax on Dividend 4,42,450 4,52,986
OPERATIONS:-
During the year under report, the company continued to reach the new
heights in sales and profit as well. Sales of the company have
increased to Rs. 46,29,97,151/- (Previous Year Rs. 38,04,69,172/-)
which shows encouraging growth in total revenue and speaks about the
efficient working of the company.
Members are aware that changes were introduced by your directors in
marketing strategy a few years back and since then performance of the
company is improving, which have resulted in strengthening the
financial position of the company. The encouraging results are before
you. Your company has done very well even during the global depression
in the country and overseas market.
DIVIDEND :-
Your Directors have recommended dividend of Rs. 0.50 per Equity Share
for the current financial year (Previous year Rs. 0.50), amounting to
Rs. 31,69,800 (inclusive of tax Rs. 4,42,450), Previous year Rs.
31,80,336 (inclusive of tax Rs. 4,52,986) . Those members whose names
are registered on the Register of Members on 19th September, 2012, will
be entitled to dividend.
In respect of shares held in the de-materialized form, the dividend
will be paid to the members whose names are furnished by NSDL AND CDSL,
as beneficiary owners.
FIXED DEPOSIT :-
The Company has not accepted any deposit to which the provisions of
Section 58-A of the Companies Act, 1956 are applicable.
PARTICULARS REGARDING EMPLOYEES :-
There are no employees who are in receipt of remuneration exceeding the
limit specified under section 217 (2A) of the Companies Act, 1956.
DISCLOSURE OF PARTICULARS :-
Particulars relating to conservation of Energy, Technology Absorption,
Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of
the Companies Act, 1956, are given separately in the Annexure hereto
and form part of this report.
DIRECTORS RESPONSIBILITY STATEMENT :-
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at the end of the year under report and of the profit of
the company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv. that the annual accounts have been prepared on a going concern
basis.
DEMATERIALISATION OF SHARES :-
To provide better and smooth service to the shareholders, the company's
Equity shares are now available for dematerialization in electronic
form in the Depository System operated by National Securities
Depository Limited (NSDL) and Central Depository Services (India) Ltd.
(CDSL). This will improve and quicken sale and transfer of shares of
company.
Shareholders are, therefore requested to demat their shares in the
electronic form at the earliest.
CORPORATE GOVERNANCE:-
Your company believes in transparent management and hence as required
under the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges, the report on Corporate Governance and the certificate
of auditors of the company in respect of compliance thereof are
appended here to and form part of this report.
DIRECTORS :-
In accordance with the Articles of Association of the company, Shri
Ambalal B. Patel and Shri N. R. Krishna, directors of the company
retire by rotation but being eligible offer themselves for
reappointment. You are requested to appoint the directors in their
place.
MANAGING AND EXECUTIVE DIRECTORS:-
The Board of Directors have, at their meeting held on 16th January,
2012, reappointed Shri Ishwarbhai B. Patel as Managing Director, Shri
Ambalal B. Patel as Executive Director and Shri Nitinbhai I. Patel as
Executive Director, for a further period of Five years from 16th
January, 2012. Under their leadership, the company has made very good
progress and hence the Board recommends their reappointment.
AUDITORS :-
You are requested to appoint auditors from the conclusion of the
ensuing Annual General Meeting till the conclusion of next Annual
General Meeting and fix their remuneration. The present Auditors M/s.
Parimal S. Shah & Co., Chartered Accountants are eligible for
reappointment.
APPRECIATION :-
The Board places on record its appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board also expresses their sincere
thanks to the Banks and all other well wishers for their timely
support.
For and on behalf of the Board of Directors
for, Super Crop Safe Limited
(Ishwarbhai B. patel)
Chairman & Managing Director
Registered Office:
C-1/290, G. I. D. C. Estate,
Naroda, Ahmedabed-382330.
Date : 13th July, 2012
Mar 31, 2010
The Directors have pleasure in submitting their Annual Report together
with the Audited Statements of accounts forthe year ended 31st March
2010.
FINANCIAL RESULTS :-
The working results of the company for the year under report are as
follows :-
2009-10 (Rs.) 2008-09 (Rs.)
Profit/ (Loss) before Depreciation 77,54,557 1,10,72,581
Less: Depreciation 20,61,430 10,29,334
Profit / (Loss; before Taxation 56,93,127 1,00,43,247
Add: Deterred Tax (54,205) (36,879)
Prior Prepaid adjustment 00 00
Fringe benefit Tax 00 (33,628)
Extra Ordinary item 2,00,000 00
Less .Current Tax 17,12,177 12,23,970
Net Profit / (Loss) after Depreciation & Deferred Tax 41,26,745
87,48,770
OPERATIONS :-
During the year under report, Sales of the company have increased from
Rs. 20,23,12,204/- to Rs. 27,09,59,231/- which shows growth by about
34%. This increase in sales is due to the changes effected by your
directors in marketing strategy. Retail sales have been increased and
concentration is focused on Bulk operations. Exports through Merchant
Exporters have also increased considerably. The encouraging results are
before you. Your company has done very well even during the global
depression in the country and overseas market. It is felt that good
monsoons during the current season will have positive effect on the
working of the company and demand for agro chemical goods will be
increased.
DIViDEND:-
With a view to plough back the profits for better working of the
company, your Directors do not recommend any Dividend for the year.
This will also result in strong capital base of the company.
FIXED DEPOSIT :-
The Company has not accepted any deposit to which the provisions of
Section 58-A of the Companies Act, 1956 are applicable.
PARTICULARS REGARDING EMPLOYEES :-
There are no employees who are in receipt of remuneration exceeding the
limit specified under section 217 2 (a) of the Companies Act, 1956.
DISCLOSURE OF PARTICULARS :
Particulars relating to conservation of Energy, Technology Absorption,
Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of
the Companies Act, 1956, are given separately in the Annexure hereto
and form part of this report.
DIRECTORS RESPONSIBILITIES STATEMENT :-
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at the end of the year under report and of the profit of
the company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
the Companies Act, 1956, for safeguard- ing the assets of the company
and for preventing and detecting fraud and other irregulari- ties;
iv. that the annual accounts have been prepared on a going concern
basis.
DEMATERIALISATION OF SHARES :-
To provide better and smooth service to the shareholders, the companys
Equity shares are now available for dematerialization in electronic
form in the Depository System operated by National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Ltd.(CDSL). This will improve and quicken sale and transfer of shares
of company.
Share holders are, therefore requested to demat their shares in the
electronic form at the earliest.
CORPORATE GOVERNANCE :-
Your company believes in transparent management and hence as required
under the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges, the report on Corporate Governance and the
certificate of auditors of the company in respect of compliance thereof
are appended here to and form part of this report.
DIRECTORS :-
In accordance with the Articles of Association of the company, Shri
ishwarbhai B. Patel and Shri Kaushal C. Patel, directors of the company
retire by rotation but being eligible offer themselves for
reappointment. You are requested to appoint the directors in their
place.
AUDITORS :-
You are requested to appoint auditors from the conclusion of the
ensuing Annual General Meeting to the conclusion of next Annual General
Meeting and fix their remuneration. The present Auditors M/s. Parimal
S. Shah & Co. is eligible for reappointment.
APPRECIATION :-
The Board places on record its appreciation of the sincere and devoted
services rendered by all the employees and the continued support and
confidence of the customers. The Board also expresses their sincere
thanks to the Banks and all other well wishers for their timely
support.
REGISTERED OFFICE :- FOR SUPER CROP SAFE LIMITED
C-1/290, G. I. D. C Estate, FOR AND ON BEHALF OF THE BOARD
Phase-I, Naroda,
Ahmedabad - 382 330.
ISHWARBHAI B. PATEL
CHAIRMAN & MANAGING DIRECTOR
Date :03/05/2010
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