To
The Members,
Saptak Chem and Business Limited (Formerly known as Munak Chemicals Limited)
CIN: L24299GJ1980PLC101976
Your, Directors took pleasure in presenting the 45th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2024.
1) FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year figures is given hereunder:
(Amt in Lacs)
2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:
During the year under review, even in the mid of sluggish market condition, the company has incurred as loss of 3.48 lacs and against net profit of 0.59 Lacs in the previous financial year 2022-23.
3) CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the business of trading of Chemical and Agriculture Produce. There was no change in the nature of the business of the Company during the year under review.
4) DIVIDEND:
The Company has not declared any dividend for the year under review.
5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The company does not have any amount which is required to be transferred to the Investor Education and Protection Fund (IEPF).
6) TRANSFER TO RESERVES:
The loss of Rs. 3.48 lacs incurred during the financial year 2023-2024. Hence, no amount has been transferred to the General Reserve.
7) CHANGES IN SHARE CAPITAL:
The Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2024 was Rs. 107,322,720/-
During the year under review, the company has not changed its capital.
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
B) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, the details under rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
8) FINANCE:
The Company has not borrowed loan from any Banks or Financial Institutions during the year under review.
9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the Demat suspense account or Unclaimed suspense account. Hence, Disclosures with respect to Demat suspense account or Unclaimed suspense account are not required to be mentioned here.
10) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Key Managerial Personnel:
The following are the Key Managerial Personnels of the Company as at 31st March, 2024:
b) Director:
The following are the Directors of the Company as at 31st March, 2024:
c) Appointment/Re-appointment
During the year under review, Mr. Manthan Bhavsar (DIN: 05208214), Managing Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Moreover,
appointment of Additional Director, Mrs. Bhoomiben Patel (DIN: 08316893), has been regularized at the Annual General Meeting held on September 16, 2023. Further, appointment of Additional Director, Mrs. Sonal Gandhi (DIN: 07351479), has been regularized at the Annual General Meeting held on September 16, 2023. Furthermore, appointment of Additional Executive Director, Mr. Rohitkumar Parikh (DIN: 07394964), was regularized by postal ballot dated, February 29th, 2024. Lastly, Mr. Rohitkumar Parikh (DIN: 07394964) was appointed as Managing Director of the Company by the shareholders with effect from February 29th, 2024.
d) Changes in Directors and Key Managerial Personnel
During the year under review the following Directors and Key Managerial Personnel were appointed and resigned:
*Resignation of Mr. Hiten Manilal Shah as an Independent Director of the Company, with effect from August 18,
2023
@Resignation of Mrs. Rima Nanavati as an Independent Director of the Company, with effect from August 18, 2023.
&Resignation of Mr. Jitendra Sharma as Chief Financial Officer of the Company, with effect from November 02, 2023.
Resignation of Mr. Rohitkumar Parikh as an Independent Director of the Company, with effect from January 19,
2024
Appointment of Mrs. Bhoomiben Patel (DIN: 08316893) as an Additional (Non-Executive Independent) Director of the Company with effect from, August 18, 2023.
"Appointment of Mrs. Sonal Gandhi (DIN: 07351479) as an Additional (Non-Executive Independent) Director of the Company with effect from, August 18, 2023.
Appointment of Mr. Ganesh Thakor as a Chief Financial Officer of the Company, with effect from November 02,
2023.
"Appointment of Mr. Rohitkumar Parikh as a Managing Director of the Company, with effect from January 19,
2024.
11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.
During the year 2023-24, 09 (nine) Board Meetings were convened and duly held on:
The Independent Directors' Meeting was held on March 28, 2024.
12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
13) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.
14) CHANGE OF NAME:
The Company has not changed its name during the year under review.
15) STATUTORY AUDITORS:
In terms of Section 139 of the Companies Act, 2013, M/s Aniket Goyal & Associates, Chartered Accountants, Ahmedabad (Membership No.-423707, FRN:022331C) were appointed as the Statutory Auditors of the company by the board of directors of the Company in a duly convened board meeting held on 19th January, 2024 to hold office upto the conclusion of the next Annual General Meeting to be held in 2024 and that they shall conduct the Statutory Audit for the financial year ending on 31st March, 2024 at a remuneration as may be decided by the shareholders of the Company. Its appointment has been confirmed by shareholders by way of special resolution passed via postal ballot on 29th February, 2024.
Further, CA Sanket Shah (Membership No. 150873), Statutory Auditor resigned during the year with effect from January 19, 2024 due to severe health issues.
Furthermore, M/s. Meet Shah & Associates., Chartered Accountants, Ahmedabad (Firm Registration No.: 169259) has been appointed by the Board of Directors at their meeting held on May 29, 2024 as Statutory Auditors of the Company to hold the office from the conclusion of the 45th Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors, in place of M/s. Aniket Goyal & Associates, Chartered Accountants, (Firm's Registration No. 022331C), the retiring statutory auditors. The Board further recommends the appointment of M/s. Meet Shah & Associates., Chartered Accountants, Ahmedabad (Firm Registration No.: 169259) to the shareholders.
16) COST AUDITORS:
The Company is not require to appoint the Cost Auditors pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, the said provisions and rules of cost audit is not applicable to the Company.
17) 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 CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure -A”.
Reply to the qualification Remarks in Secretarial Audit Report:
1. Though the Company has not published notice for Financial Results, as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the company has uploaded the same on Website of the company and also submitted to BSE Limited.
18) RESPONSE TO AUDITOR'S REMARKS:
There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.
19) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
20) AUDIT COMMITTEE:
In accordance with the provisions of section 177 of the Companies Act, 2013, the Board of Directors has constituted the Audit Committee of the Company for reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.
During the year under review, the Audit Committee met 4 (four) times during the year on 24/04/2023, 13/07/2023, 02/11/2023 and 19/01/2024. The composition of committee and attendance at its meetings is given below:
Name
Position
Category
Number of meetings attended
Independent
Director
Ms. Bhoomiben Patel
Member
Non-Executive Independent Director
All the recommendations made by the Audit Committee were considered and accepted by the Board.
21) VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http ://www. saptakchem. com.
22) NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on Remuneration for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 (Three) Directors. During the year, 05 (five) committee meetings were held during the year on 13/07/2023, 18/08/2023, 19/08/2023 02/11/2023 and 19/01/2024. The Attendance of Members at meetings was as under:
Number of meeting attended
The Board has, on the recommendation of the Nomination and Remuneration Committee, as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration has recommended the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The Remuneration Policy is also available on the Company's website at http ://www. saptakchem. com.
23) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 Directors. During the year under review, 4 meetings of the committee were held on 07/04/2023, 10/07/2023, 11/10/2023 and 04/01/2024. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:
The status of shareholders' complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2024 is given below): -
Complaints Status: 01.04.2023 to 31.03.2024
Compliance Officer:
Mrs. Meera Panchal, Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.
a) Share Transfer System:
Requests for dematerialization of physical shares are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the Members.
However, as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2020 unless the securities are held in the dematerialized form with the depositories. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer Agent of the Company for dematerialization of shares:
Name : MCS Share Transfer Agent Limited
Address : 201, Shatdal Complex, 2nd Floor, Opp.Bata Show Room, Ashram Rd, Shreyas Colony, Ahmedabad, Gujarat 380009,
Tel : 079 2658 0461
Email : mcsstaahmd@gmail.com
24) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
Risk management is embedded in your company's operating framework. Your company believes that managing risk helps in maximizing returns. The company's approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Company's reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.
Regulatory Risks
The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.
Strategic Risks
Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.
25) EXTRACT OF ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Draft Annual Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at www. saptakchem. com
26) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The company has made an application to BSE Limited (“Designated Stock Exchange”) for Reduction of Capital which was duly approved by it's Audit Committee and the Board of Directors in their meeting held on January 19, 2024.
BSE Limited in it's observation letter dated May 02, 2024 has approved the said application with “no adverse objection” to the Scheme of Capital Reduction.
27) 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:
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.
28) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.
29) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No related party transaction has been entered into during the financial year. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
30) PUBLIC DEPOSIT:
During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.
31) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
No loans, guarantees or investment under Section 186 of the Companies Act, 2013 have been given by the company during the year under reveiw.
32) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an “Annexure B & C” respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.
33) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board's report.
None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
34) EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.
35) DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March, 2024. This is also being supported by the Independent Auditor's Report submitted by the Statutory Auditors of the Company stating that as no fraud has been reported for the financial year ending 31st March, 2024.
36) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints are pending as on 31st March, 2024.
37) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is Nil.
38) CORPORATE SOCIAL RESPON STLTBILTY (CSR):
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company and the Company does not fall under Category of Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
39) DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively
40) SECRETARIAL STANDARDS:
The Director's State that applicable Secretarial Standards i.e., SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and General Meetings', respectively, have been duly followed by the Company for the year review.
41) LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the Company's Shares are listed.
42) PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect
from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.
The New Code viz. “Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Company's shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.
43) ACKNOWLEDGEMENTS:
The management is grateful to the Government Authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.
Date: 29/05/2024
Place: Ahmedabad
Sd/-
Rohitkumar Parikh
Sonal Gandhi
Meera Panchal
Managing Director
Company Secretary
DIN:07394964
DIN:07351479