Dear members,
Your Directors have pleasure in presenting the 33rd Annual Report of
the Company together with the audited statements of account for the financial year ended
March 31, 2023.
1. FINANCIAL RESULTS (Rs. In lakhs)
|
2022-23 |
2021-22 |
Sales |
54926.03 |
44815.63 |
Other Income |
93.29 |
17.84 |
Total Income |
55019.32 |
44833.47 |
Profit before interest & depreciation,
exceptional items and Tax |
3685.86 |
3051.15 |
Less: Financial Expenses |
1062.39 |
596.69 |
Less:- Depreciation |
635.15 |
518.81 |
Profit before tax |
1988.32 |
1935.65 |
Tax expense (net) |
149.83 |
36.28 |
Profit after tax |
1838.49 |
1899.37 |
Other Comprehensive Income |
(1.16) |
(1.04) |
Total Comprehensive Income for the period |
1837.33 |
1898.33 |
Earning Per Share (face value of Rs. 1/-
each) |
2.02 |
2.09 |
2. Performance of the Company
Every year, the company continues to enhance its performance,
consistently surpassing its previous records, even in the face of challenging environments
and difficult periods. In the fiscal year 2022-23, the Company achieved remarkable
milestones. The company's performance was exceptional, as evidenced by a significant
increase in its operational revenue, reaching a new pinnacle of Rs. 549.26 Cr.
The fertilizer division, in particular, exhibited outstanding
performance, with operational revenue hitting a record high of Rs. 314.03 Cr. The seed
division also excelled, achieving a new high of Rs. 150.12Cr. The exceptional performance
of the fertilizer division was especially noteworthy in light of the challenging
conditions in the 2022-23 fiscal year. Steep increases in commodity prices, particularly
Rock Phosphate and sulfur, which are essential raw materials for SSP fertilizer
production, posed unprecedented challenges. Additionally, the government's decision
to cap subsidy rates within the Nutrient-Based Subsidy Policy for the year further pushed
up SSP fertilizer prices, making it less competitive compared to other phosphatic
fertilizers benefiting from full subsidy rates.
Throughout the financial year, the seed division expanded its presence
in other states, aligning with the company's strategy of achieving more than 50% of
sales from non-soyabean sources and from regions outside Maharashtra. The research
division introduced a new soyabean variety called "Omkar" in Maharashtra, which
received widespread acceptance among farmers.
The company's diversification efforts have contributed to
increased turnover while maintaining profitability. Even during this challenging period,
the company's prudent cost management and sound raw material procurement policies
ensured the preservation of profit margins, despite increased working capital
requirements.
In the fiscal year 2022-23, the company strategically increased the
production capacity of LABSA, doubling its production and sales compared to the previous
year. The demand for cold storage facilities has also risen, leading to ongoing expansion
efforts in our cold storage units. These units remain committed to adopting innovative
technologies to provide effective and efficient services to our customers.
The company successfully launched a pipe manufacturing plant in Akola,
Maharashtra, catering to the demands of drip irrigation, sprinkler systems, and HDPE
portable water pipes. This expansion aligns naturally with meeting the growing rural
demand, and we anticipate that this product line will continue to make a significant
contribution to our company's turnover in the coming years.
Looking ahead to the fiscal year 2023-24, the long-range monsoon
forecast predicts below-normal rainfall, and the fertilizer industry anticipates a
correction in rock phosphate prices, which would be beneficial for the sector. It is
expected that these upcoming years will continue to present challenges for the SSP
fertilizer industry
3. DIVIDEND :
The Board of Directors are pleased to recommend the dividend of Rs.
0.08 per share (8%) for the year 2022-23 on equity share capital, subject to the approval
of the shareholders at the Annual General Meeting (Previous Year 8%) which shall absorb
Rs. 72.50 lakhs (Previous Year Rs. 72.50 lakhs).
4. CAPITAL EXPENDITURE INCURRED :
The Company had incurred Rs. 2141.97 lakhs as the capital expenditure
during the year under review (Previous Year Rs.1124.36 lakhs).
6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS:
Pursuant to the provisions of sub section (6) of section 152 the
Companies Act, 2013 Shri. Deepak Bhartia is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. The brief
resume of Shri. Deepak Bhartia has been provided in the corporate Governance Report
forming part of this report. There have not been any changes in the Directors and KMP
during the year.
Pursuant to provisions of Section 203 of the Act, and the Rules made
thereunder, following are the Key Managerial Personnel (KMP) of the Company Shri.
Shashikant C. Bhartia- Chairman & Managing Director Shri. Deepak C. Bhartia- Managing
Director Shri. Ashwin N. Bhartia- Executive Director Shri. Narendra Pathak- Chief
Financial Officer Shri. Prasad Todankar- Company Secretary Independent Directors'
Declaration The Company has received declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence as prescribed under the
provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder
as well as Regulation 16(1)(b) of Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force).
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by regulators/
courts that would impact the going concern status of the Company and its future
operations.
8. SHARE CAPITAL:
There have not been any changes in the share capital of the Company
during the year. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the
Company has established connectivity with both the depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantages offered by the Depository system, Members are requested to
avail the facility of dematerialization of shares with either of the Depositories as
aforesaid and update their bank A/c and Email ID with the respective depository
Participant.
9. INVESTORS EDUCATION & PROTECTION FUND
Dividend which was declared by the Company for the year ended March 31,
2016 at the Annual General Meeting held on 24th September, 2016 and remained unclaimed
will be transferred to the Investor Education and Protection Fund of the Central
Government on November, 2023 pursuant to the provisions of Companies Act, 2013. Thereafter
no claim shall lie on dividend for the year ended March 31, 2016 from the shareholders.
10. COST AUDITORS
Pursuant to provision of section 148 of the Act, and other applicable
provisions of the Companies Act, 2013 read with the Rules , 14 of Companies (Audit and
Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof, for
the time being in force, the members of the Company by way of postal ballot trough remote
e-voting process dated June 23, 2023 Mr. Jayant B. Galande, (Firm Registration 100099)
Cost accountant appointed as Cost Auditors of the Company to fill the casual vacancy
caused by the death of Mr. T.M. Rathi, the existing cost auditors of the company. The cost
audit records maintained by the Company in respect of its fertilizers business are
required to be audited. Mr. Jayant B. Galande the Cost Accountants carried out the cost
audit of fertilizers business during the year. The Board of Directors has also been
appointed Mr. Jayant B. Galande, Cost Accountant as Cost Auditors for the financial year
2023-24 and he have confirmed that his appointment is within the prescribed limits. As
require by the provisions of the Act, a resolution seeking Members approval for the
remuneration payable to Mr. Jayant B. Galande, Cost Auditors is included in the Notice
convening the AGM.
10. INTERNAL FINANCIAL CONTROLS:
The company has in place adequate internal financial control system
commensurate with the size and scale of its operations. During the year, such controls
were tested and the Company has, in all material respects, maintained adequate internal
financial controls over financial reporting as of March 31, 2023 and are operating
effectively. Statutory and internal Auditors evaluate the efficiency and adequacy of
internal control system, accounting procedures and policies adopted by the Company for
efficient conduct of its business, adherence to Company's policies, safeguarding of
Company's assets, prevention and detention of frauds and errors and timely
preparation of reliable financial information etc and internal financial control system is
being upgraded as per their recommendation.
11. COMPANY'S POLICY ON SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS' INDEPENDENCE AND
REMUNERATION :
The Company has a Nomination and Remuneration Committee (NRC) and the
Composition of Committee and the Scope of the Committee are set out in the Corporate
Governance Report forming part of this Annual Report.
The Company's Policy for selection and appointment of Directors
and their remuneration is based on its NRC policy which, inter alia, deals with the manner
of selection of the Board of Directors and such other matters as provided under section
178(3) of the Act and SEBI Listing Regulations.
The shareholders may refer the Company's website for the detailed
Nomination & Remuneration Policy of the Company on the appointment and remuneration of
Directors including criteria for determining qualifications, independence of Director and
other matters provided under sub-section (3) of section 178.
12. AUDITORS' REPORT:
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force.
The Auditors' Report for the financial year ended 31st March, 2023, does not contain
any qualification, reservation or adverse remark.
13. SECRETARIAL AUDIT :
M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary
carried out Secretarial Audit for the Financial Year 2022- 23 and their report is annexed
herewith as Annexure C to this report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
In terms of Section 204 of the Companies Act, 2013, the Board of
Directors of the Company has re- appointed M/s. Nitesh Chaudhary & Associates,
Practicing Company Secretary as Secretarial Auditors to conduct the secretarial audit for
the financial year 2023-24
14. EXTRACT OF ANNUAL RETURN :
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies
Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9,
is annexed herewith as Annexure D
15. PUBLIC DEPOSIT :
During the year the Company has not accepted any deposit within the
meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014 (including any statutory modification (s) or re-enactment(s) for the
time being in force).
16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The CSR expenditure incurred by the company during the financial year
2022-23 was Rs.24.09 lakhs (Previous Year 24.88 lakhs) which was higher than the statutory
requirement of 2% of the average profit for the last three years. In accordance to
provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this
report as Annexure- A.
The CSR policy of the company mainly focuses on the welfare &
sustainable growth and development of the weaker section of the Society which is in line
with the company's age-old policy of providing necessary financial support for the
upliftment of the poor people as well as welfare of the physically handicapped and deaf
and blind citizens. The CSR policy of the Company has emphasis on undertaking the various
activities in rural area like Rural development, promoting education, providing healthcare
and building the community centres, the details of which are available on the
Company's website.
17. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to section 134 of the Companies Act, 2013 with respect
Directors' Responsibility Statement it is hereby confirmed that: i. in the
preparation of the annual accounts for the financial year ended 31st March, 2023, the
applicable accounting standards had been followed and there is no material departures from
the same; ii. the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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, i:e 31st March, 2023 and of the profit and loss of the company for that
period; iii. the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities,
iv. the directors have prepared the annual accounts on a going concern basis; v. the
directors have implemented internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and vi.
the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
18. MEETING OF BOARD:
Nine meetings of the Board of Directors were held during the year under
review. For further details, please refer report on Corporate Governance published in this
Annual Report.
19. RELATED PARTY TRANSACTIONS:
The Company has formulated a Policy on Related Party Transaction (RPT)
which is available on Company's website. All contracts / transactions as specified in
Section 188 of the Act entered by the Company with related parties during the financial
year were in the ordinary course of business and on an arm's length basis with
necessary prior approval of members & audit committee. The Note No. 33 to Financial
Statements sets out related party disclosures.
Since all related party transactions entered into by the Company were
in the ordinary course of business and were on arms' length basis, Form AOC-2 is not
applicable to the Company.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to maintain a productive environment for all
its employees at various levels in the organisation, free of sexual harassment and
discrimination on the basis of gender. The Company has framed a policy on Prevention of
Sexual Harassment in line the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act,2013 ("POSH Act"). The details of
which are available on the Company's website.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the requirement of Section 177 (9) of the Companies Act, 2013,
and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a Vigil Mechanism called the Whistle
Blower Policy' for Directors and Employees to report concern of unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct or ethics
policy and the details of the Whistle Blower Policy has been uploaded on the
Company's website.
20. CORPORATE GOVERNANCE:
Pursuant to clause 34 of the listing agreement with the BSE Ltd a
separate section titled "Report on Corporate Governance" is being published as a
part of this Annual Report along with the certificate of the auditors confirming the
compliance of conditions of the corporate governance. Various disclosure as required under
section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in
the Corporate Governance Report, such as related party transaction, extract of Annual
return, constitution of various Board level committees, CSR policy and initiative taken
during the year, remuneration of the managerial personnel, secretarial audit report etc.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
The Management Discussion and Analysis forms an integral part of this
report has been separately furnished in Annual Report. The Management Discussion and
Analysis gives details of organization, overall industrial economic overview, current and
future outlook, strength and weakness, cautionary statement.
22 RISK MANAGEMENT POLICY :
The Company has got the risk management policy which is in line with
applicable laws and which aims at identifying, assessing and mitigating the various risks
which are inherent in the business of the Company. The risk management policy helps in
enhancing the business values of the Company with code of conduct, adequate quality checks
and internal controls. The risk management policy has been developed and implemented by
operative teams at various levels of management.
23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED :
During the year company has not made any investment, given loans and
provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014.
24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 :
There were no employees whose remuneration was in excess of the limits
prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) of
Companies (Appointment and remuneration of Managerial personnel) Rules 2014.
The ratio of remuneration of each director to the median
employee's remuneration and other details in accordance with sub-section 12 of the
Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, form part of this report as Annexure - E.
25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Account) Rules, 2014, is set out herewith as Annexure - B.
26. ACKNOWLEDGEMENTS :
Your Directors would like to express their appreciation for the support
and co-operation received from financial institutions, company's bankers, government
authorities and shareholders during the year under review. The Company wishes to place on
record their sincere appreciation to all employees for their commitment and continued
contribution to the Company.
|
For and on behalf of the Board |
|
Shashikant C.Bhartia |
Place : Mumbai |
Chairman & Managing Director |
Date : 11th August, 2023 |
DIN :00151358 |