To the Members,
Your Directors have pleasure in presenting the 39th Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2024.
FINANCIAL RESULTS REVIEW AND PROSPECTS
Your company has recorded a Total Income of Rs. 8693.56/- Lakhs for the year ended 31st March, 2024 against total income of Rs. 10,158.16/- Lakhs last year. The company has recorded a Net Loss of Rs. (11.59) Lakhs.
From the financial prospective, the highlights of the financial results for the year under review are as follows:
*In Lakhs (except EPS)
THE COMPANY'S PRODUCTS / SERVICES
i- Plastic Division: Our Company is Manufacturing HDPE/PP Woven sacks for packing of Fertilizers & Cement.
DIVIDEND
The Directors regret their Inability to recommend dividend for the year under review due to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are
- Continuous Quality Improvement is need of the hour as there are different demand patterns all over the world.
- Geographical Disadvantages.
- To balance the demand and supply.
- To make balance between price and quality.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed as required under the above said statutory requirement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is available on the Company website (https://www.salguti.com/)
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2024, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.
CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified on 2nd September, 2015, Report on Corporate Governance is Not Applicable to the Company since the Paid-up Capital of the Company is less than 10 Crores and the Net worth of the Company is less than 25 Crores as on the last day of Previous Audited Financial Year 2023-2024.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report. ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013
1. Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.
2. (i) The steps taken by the company for utilizing the alternate sources of energy -Nil (ii) The capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption, adaptation and innovation: - Indigenous Technology is involved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carried out. c) Foreign exchange earnings: Rs. Nil (d) Foreign exchange out go: Rs. Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014.
STATUTORY AUDITORS
The Members of the Company at the Annual General Meeting ("AGM") held on 30th September, 2022 had approved the appointment M/s. P. Murali & Co., Chartered Accountants, Hyderabad, (Firm Registration No. 007257S) as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this 37th Annual General Meeting of the Company till the conclusion ofthe 42nd Annual General Meeting to be held in the Year 2027 on such remuneration plus service tax, out of-pocket expenses, as may be mutually agreed upon by the Board of Directors and the Statutory Auditors.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and as per the provisions of SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:
The Board met 5 (Five) Times on the following dates during the financial year 2023-2024. 29-05-2023, 12-08-2023, 31.08.2023, 13-11-2023 and 13-02-2024.
DIRECTORS AND INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and as per the provisions of SEBI (LODR) Regulations 2015.
DIRECTORS REMUNERATION DETAILS
Remuneration details of the Executive Director(s) are mentioned in this Annual Report at the relevant place. During the period under review. Mrs. Rajitha Reddy has not taken any remuneration even though she is eligible for the same and the resolution was passed in the previous Annual General Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2023 and of the profit and loss of the company for that period;
c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
POLICIES
Material Subsidiary
During the year ended March 31, 2024, the Company does not have any material listed/unlisted subsidiary companies as defined as per the provisions of SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.
Vigil Mechanism
The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Smt. Indira Reddy Kuknoor, Chairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.
Material changes and commitments affecting the financial position.
During the period under review, there are no major material changes to be reported, which affect the financial position Company s policy on director's appointment & remuneration.
The company has a policy on Directors' appointment & Remuneration and the same will be implemented whenever the appointments take place.
Particulars of loans, Guarantees or investments.
During the period under review, the loans / Guarantees / Investments taken / provided by the Company are detailed in the Financial Statements.
Particulars of contract or arrangement with related party
During the period under review, there were no contract or arrangement with related party except as provided in the Auditor's Report.
Annual evaluation of its own & Board committee's performance.
The company has a policy on Board & Committees' evolution & performance and the same is being reviewed on quarterly basis.
Implementation of risk management policy.
The company has a policy on risk management and the same is implemented by the Company to mitigate the risk in the business.
Policy on CSR initiatives - CSR is not applicable to the Company Post Balance Sheet events
There are no material events after the 31st March 2024 till the signing of this Annual Report, which has significant impact on the business of the Company.
Disclosure about cost Audit
The requirement of maintaining the cost Audit Records are not applicable to the Company.
Disclosure about ESOP and Sweat Equity Share: NA
Key Managerial Personnel (Chief Financial Officer and Company Secretary):
Smt. S Rajitha Reddy, Chief Financial Officer act as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.
Mrs. Rashi Pathak-Whole Time Company Secretary cum Compliance Officer of the Company.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
No related party transactions were entered into during the financial year under review, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is from CS Sarada Putcha, Company Secretary in Practice obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board's Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors, Senior Management and their remuneration.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.
Personnel
The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
There are no applications made or any proceeding pending to report under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
During the year there is no one time settlements done with the Banks to report.
Acknowledgements
Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Stock Exchange(s) and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.