30 Apr 2017 | Livemint.com

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Sagar Soya Products Ltd.

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Sagar Soya Products Ltd. Accounting Policy

COMPANY'S PHILOSOPHY:

The Corporate Governance code as introduced by Security and Exchange Board of India (SEBI) in pursuance of clause 49 of Listing Agreement is became applicable to the company by December 2005. The same has been implemented by the Company from December 2005.

The Company believes in maximum utilization of resources at minimum cost and attaining maximum long-term shareholders value.

BOARD OF DIRECTORS:

The Board of the Company comprises of 4 (Four) Directors as on March 31, 2015 out of which 1 (One) Directors is Executive Directors and 3 (Three) are Independent Non-Executive Directors of the Company. There is no nominee or Institutional Directors in the Company.

None of Directors has pecuniary or Business relationship with the Company other than as mentioned elsewhere in Annual Report. No Director of the Company is either member in more than 10 (Ten) committees and/or Chairman of more than 5 (Five) committees across all Companies in which he is Director.

During the year, there were in total Four (4) Board Meetings were held. The time gap between the two meetings was not more than 4 months. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes. The dates on which the Board Meeting was held are as follows:

28th May, 2014; 14th August, 2014; 14th November, 2014; 13th February, 2015

The following table gives the attendance of the Directors at Board Meetings of the Company and also other Directorship in other Companies and Chairmanship/Membership in Board Committees of public limited companies as on March 31, 2015:

Profile of Members of the Board of Directors being re-appointed

Appointment of MrArvindbhai Patel, Executive Director and CFo for a period of 5 years

a) Name of Director : Mr. Arvind Patel

b) Age : 65

c) Qualification : Bachelor of Arts

d) Expertise in functional Area : In charge of handling overall affairs of the Company.

e) Directorship in other Indian Public Limited Companies : Chhotabhai Jethabhai Patel Tobacco Products Co Ltd Ceejay Tobacco Limited Ceejay Realty Private Limited

f) Shareholdings : 85,000 Equity Shares

Guidelines regarding appointment of Directors

The Board has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMPs) and other employees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement. The said Policy outlines the appointment criteria and qualifications, the term / tenure of the Directors on the Board of Sagar Soya Products Limited and the matters related to remuneration of the Directors. The said Policy is available on the website of the company: www.sagarsoyaproducts.com .

Membership term

As per the Articles of Association of the Company, at least two-thirds of the Board of Directors should be retiring Directors. One-third of these Directors are required to retire every year and if eligible, the retiring Directors qualify for re-appointment

Succession policy

The Board constantly evaluates the contribution of its members and recommends to shareholders their re-appointment periodically as per the statute. Executive Directors are appointed by the shareholders for a maximum period of Five years at one time, but are eligible for re-appointment upon completion of their term. Non-Independent, Non-Executive Directors do not hav e any term, but retire by rotation as per the law.

The Board has adopted a retirement policy for its Executive Directors. The maximum age of retirement of Executive Directors is seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years

COMMITTEES OF THE BOARD:

A. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement, The Audit Committee comprises of 2 Non Executive Independent Directors & 1 Executive Director:

Mr. Chandrakant Patel Chairman

Mr. Arvindbhai C Patel Member

Mr. Arun Kumar Sharma Member

During the year, there were in total 4 (Four) Audit Committee Meetings were held on 28th May, 2014; 14th August, 2014; 14th November, 2014 ,and 13th February, 2014.

Broad terms of reference of the Audit Committee are as per following:

1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

2) Recommending the appointment, remuneration and terms of appointment of auditors of the company

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4) Reviewing, with the management the annual financial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to:

a. Matters required to be included in Director's Responsibility Statement included in Board's report

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries based on exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

6) Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency

7) Review and monitor the auditors' independence and performance, and effectiveness of audit process.

8) Approval or any subsequent modification of transactions of the company with related parties

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

14) Discussion with internal auditors of any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism.

19) Approval of appointment of CFO

20) To review report submitted by Monitoring Agency informing material deviations in the utilisation of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable.

21) Carrying out any other function as is mentioned in the terms of reference of the Audit committee.

B. Nomination and Remuneration Committee

Pursuant to Section 178(1) of the Companies Act, 2013 and listing Agreement the Board constituted Nomination and Remuneration on 28th May, 2014.

The Nomination and Remuneration Committee met twice in financial year 2014-15 on 28th May,2014 and 13th February,2015 The necessary quorum was present in the said meetings.

The broad terms of reference of the Nomination and Remuneration Committee are:

- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive and Non-Executive) and recommend to the Board, policies relating to the remuneration of the Directors, key managerial personnel and other employees;

- To formulate the criteria for evaluation of all the Directors on the Board;

- To devise a policy on Board diversity; and

- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals.

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 has been published on the website of the Company: www.sagarsoyaproducts.com  

Further, the details of remuneration paid to all the Directors and the other disclosures required to be made under revised clause 49 of the Listing Agreement have been published in the previous section of this Report titled "Board of Directors".

Remuneration Policy

The remuneration of the managing director and executive director is recommended by the Nomination and remuneration committee, then approved by the board of directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.

C. Stakeholder Relationship Committee

Pursuant to Section 178(5) of the Companies Act, 2013, the Committee was renamed by the Board of Directors on 28th May, 2014 as "Stakeholders' Relationship Committee".

The Stakeholder Relationship Committee has been constituted. The committee consists of two Non-Executive Independent Directors, One Executive Director & One Compliance Officer. The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters:

Mr. Chandrakant Patel Chairman

Mr. Arun Kumar Sharma Member

Mr. Arvindbhai C Patel Member

Mr. Hitesh Patel Compliance Officer

During the year, there were in total 4 (Four) Shareholders/Investors Grievance Committee Meetings were held on 28th May, 2014; 14th August, 2014; 14th November, 2014 and 13th February, 2015 .

The following table gives the attendance of the members at Stakeholder Relationship Committee Meetings of the Board of Directors of the Company:

Name of the Member Category of DirectorshipNo. of Meetings attended

Mr. Chandrakant Patel NED 4

Mr. Arvindbhai C Patel ED & CFO 4

Mr. Arun Kumar Sharma NED 4

Mr. Hitesh Patel Compliance Officer 4

The company received 6 complaint from these shareholders during the year which was resolved during the year and 2 remained pending at the end of the year. Further, during the year ended on 31st March 2015 the company approved transfer of 24,175 Equity shares of Rs.10/- each

Meeting of Ind ependent Directors

The Company's Independent Directors met on 13th February,2015 without the presence of the CFO & Executive Director.The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company.

DISCLOSURES:

The Company has Forfeited 8,45,030 Shares (Eight Lakh Forty Five Thousand and Thirty) with effect from 31.03.2014 and for the same the Company has received approval from bSe Limited on 2nd July, 2014.

The Company has received notice from BSE for late submission of 6 copies of Annual report for the financial year ended 2014 pursuant to Clause 31 of Listing Agreement and was imposed with a penalty of Rs. 13,483 for the same, the said penalty has been duly paid by the Company apart from this there were no instances of non-compliance on any matter related to the capital markets during the year.

During the year under review, besides the transactions reported in the Balance Sheet, there were no other related party transactions with the promoters, directors, the management or their relatives during the year with potential conflict of interest with the Company at large.

DISCLOSURES:

The Company has Forfeited 8,45,030 Shares (Eight Lakh Forty Five Thousand and Thirty) with effect from 31.03.2014 and for the same the Company has received approval from bSe Limited on 2nd July, 2014.

The Company has received notice from BSE for late submission of 6 copies of Annual report for the financial year ended 2014 pursuant to Clause 31 of Listing Agreement and was imposed with a penalty of Rs. 13,483 for the same, the said penalty has been duly paid by the Company apart from this there were no instances of non-compliance on any matter related to the capital markets during the year.

During the year under review, besides the transactions reported in the Balance Sheet, there were no other related party transactions with the promoters, directors, the management or their relatives during the year with potential conflict of interest with the Company at large.

Disclosure of accounting Treatment:

The Company follows accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006 and/or by the institute of chartered accountants of India in the preparation of financial statements and has not adopted a treatment different from that prescribed in any accounting standard

Code of Conduct:

The Board of Directors has adopted the code of conduct for the directors and senior management and the same has been placed on the company's website www.sagarsoyaproducts.com . All board members and senior management personnel have affirmed compliance with the code of conduct for the period under review.

CEO/CFO Certification:

The Chief Finance Officer (CFO) have certified to the Board in accordance with Clause49( IX)of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March, 2015 which is annexed separately in Annual report.

The board affirms that no person has been denied access to the audit committee during the year. The company has complied with mandatory provisions of corporate governance and is in the process of adopting the non-mandatory provisions of corporate governance.

Vigil Mechanism and Whistle-Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and the revised clause 49 of the Listng Agreement, the Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at www.sagarsoyaproducts.com .

MEANS OF COMMUNICATION:

The yearly/quarterly results were duly approved by the Board of Directors of the Company; however some of them could not be submitted to BSE within the stipulated time. The Company also developed its website named as www.sagarsoyaproducts.com .

No presentation was made during the year either to Institutional Investors or to the analysts. Management Discussion & Analysis Report is attached herewith forming part of the Annual Report.

GENERAL SHAREHOLDERS INFORMATION:

The 33rd Annual General Meeting is proposed to be held on Wednesday, September 30, 2015 at 11. a.m. 9/10/11, PWD Shed, RCB Marg, Opp Noor Baug Hall, Mumbai-400009, Maharashtra.

The Financial year of the company is from April to March. The financial calendar is as per following. First quarter results (30th June) By Mid August

Mailing of Annual Reports By First Week of September

Annual General Meeting 30th September, 2015

Second quarter results (30th September) By Mid November

Third quarter results (31st December) By Mid February

Fourth quarter / Annual Results By End of May

i. Book Closure dates are from Tuesday, September 22, 2015 to Wednesday, September 30, 2015 (both days inclusive)

ii. The Board of Directors has not proposed any dividend for the current financial year.

iii. The company's shares are listed at Bombay Stock Exchange and Ahmedabad Stock Exchange

iv. The Stock Exchange, Mumbai

Security in Physical Form No. BSE- 507663

Electronic Form No. INE131O01016 Scrip Name: SAGRSOY-B

The Ahmedabad Stock Exchange,

Security in Physical Form ASE - 51110 Electronic Form No. Nil

Scrip Name: SAGAR SOYA PRODUCTS LTD.

E-Voting Facility to members

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 33rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).

Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/ dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

Registrar and Share transfer Agent - The Company has appointed M/s Purva Sharegistry (India) Private Limited as its Registrar and Transfer Agent. The Shareholders can directly communicate with them for requesting transfer of shares or any other like purposes. The address for communication is given hereunder:

M/s Purva Sharegistry (India) Private Limited

9, Shiv Shakti Industrial Estate, Sitaram Mills Compound, J R Boricha Marg, Opp Kasturba Hospital, Lower Parel (East), Mumbai 400011 Tel: 23016761

Email: busicomp@vsnl.com

viii. Share Transfer System

The share transfer of securities in physical form are registered, duly transferred and dispatched within 15 days of the receipt, if the transfer documents are in order. The share transfers are approved every fifteen days. The shares in de-materialized form are processed and transferred within 15 days from receipt of de-materialization requests

ix. Dematerialization of securities

As on 31st March, 2015, 4.13% of the Company's total share capital representing 2,41,900 Equity Shares are in dematerialized form and balance of 95.86% of total Share Capital representing 56,09,789 Equity Shares are in physical form.

x. Company has not issued either ESOP or any GDRs/ADRs/Warrants/Convertible

xii. Address for correspondence:

Shareholders of the company can send correspondence at the Regd. office of the company situated at following address:

32, Vyapar Bhavan, 49, P.D. Mello Road, Mumbai, Maharashtra-400009