Open an Account Become a Franchise Trade Now BA Connect Client Reactivation
  • BSE
  • NSE
() -BSE
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
Directors Report

To

The Members

SANGINITA CHEMICALS LIMITED

Your Directors take pleasure in presenting the FOURTEENTH Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2019.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

Particulars 2018-19 2017-18
Gross Revenue from Operation 22263.70 22897.08
Less: Vat - (242.15)
Excise - (577.60)
CGST/SGST/IGST (3504.40) (2622.44)
Add: Job work Nil Nil
Net Revenue from Operations 18759.30 19454.89
Other income 15.41 17.99
Total revenue 18774.71 19472.88
Profit/(Loss) before Depreciation and Tax 611.44 564.50
Less: Depreciation 65.18 (46.92)
Profit/(Loss) Before Tax and Extra Ordinary Items 546.26 517.58
Less: ExtraOrdinary Items Nil Nil
Less: Current Tax 154.34 172.59
Deferred Tax (2.40) (0.26)
Prof it/(Loss) After Tax 394.32 345.25
Add: previous year Profit/(Loss) 771.73 426.48
Less: Issue of Bonus Shares Nil Nil
Balance Carried to Balance Sheet 1166.05 771.73

The net revenue from operations including job work of the Company for the year 2018-19 has decreased from Rs. 19454.89 Lakhs to Rs. 18759.30 Lakhs. However, profit before Depreciation and Tax stands increased from Rs. 564.50 Lakhs to Rs. 611.44 Lakhs in the last year.There was no negative effect under GST regime on the administration and business of the Company.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.

MATERIAL CHANGES AND COMMITMENT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.

REASONS FOR REVISION OF FINANCIAL STATEMENT ORREPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

DIVIDEND:

In order to conserve resources, your Directors express their inability to declare any dividend.

TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to General Reserve.

MIGRATION OF LISTING OF SHARESFROM SME TO MAIN BOARD OF NSE:

The Board of Directors at their meeting held on 9th April, 2019 have approved the migration of listing of its equity shares from SME Platform to the Main Board of NSE Limited. The Postal Ballot process has been started to seek approval of the members for the period from 15th April, 2019 to 14th May, 2019. Upon obtaining the consent of members, the Company proposes to apply for obtaining in- principle approval of NSE Limited for this purpose.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mrs. Hansaben D. Chavada, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself to be re-appointed as Director of the Company.

The Board recommends the re-appointment of Mrs. Hansaben D. Chavada as Director of the Company liable to retire by rotation.

Mr. Pramodsinh D. Dabhi has been appointed an Independent Director of the Company at the Board Meeting held on 11th May, 2019.

The Board recommends the appointment of Mr. Pramodsinh D. Dabhi as an Independent Director of the Company for the period of five years from 11th May, 2019 till the conclusion of Annual General Meeting to be held in the year 2024 for the approval of the members at the ensuring Annual General meeting.

Ms. Kavita J Nanavati resigned as Company Secretary of the Company w.e.f 26th November, 2018. Ms. Aneri Vora was appointed as Company Secretary w.e.f 1st December, 2018 and resigned as Company Secretary w.e.f 16th February, 2019. Further Ms. Bhumika V Ranpura was appointed as Company Secretary of the Company w.e.f. 16th February, 2019.

UTILISATION OF ISSUE PROCEEDS:

As reported earlier, the Company has fully deployed the entire funds of Rs. 1004.52 Lakhs received through the public offer as per the objects of the issue specified in the said offer document.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments andestimates 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 and of the profit or loss of the Company for that period;

3. that the Directors had 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards during the year under review.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board hascarried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.

NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 5 (Five) times.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors is of the opinion that the Independent Directors fulfils the criteria of independence and are independent from the management of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

AUDITORS:

M/s. B K Chavada & Co., Chartered Accountants, the existing auditors of the Company were appointed as Statutory Auditors of the Company at the 9th AGM for holding the office from the conclusion of that 9th AGM till the conclusion of the 14h l AGM (Subject t o ratification by the members at every subsequent Annual General Meetings). However, the term of appointment of five years of M/s. B K Chavada & Co., Chartered Accountants ends at this Annual General Meeting. Hence, the Company needs to appoint any other Statutory Auditor for a term of five years.

The Company has received a Special Notice u/s 140 (4) of the Companies Act, 2013 from a member of the Company for appointing M/s. Devpura Navlakha & Co., Chartered Accountant, Ahmedabad as Statutory Auditor of the Company. Further M/s Devpura Navlakha & Co., Chartered Accountants are Peer reviewed Auditors and hence the Company will not require to Audit the Accounts separately from Peer Reviewed Auditors. Moreover, M/s. Devpura Navlakha & Co., Chartered Accountant, Ahmedabad has given their consent to act as Statutory Auditor of the Company and also provided declaration that their appointment, if made shall be within the limit prescribed.

The members are requested to consider the matter of appointment of Auditors and also to fix their remuneration.

The Board has duly reviewed the Statutory Auditor's Report on the Accounts. The observations comments and notes of Auditor are self-explanatory and do not call for any explanation /clarification.

COST AUDITORSAND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. A G Tulsian & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19. M/s A G Tulsian & Co. have confirmed that their appointment is within the limits of the section 139 of the Companies Act,2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Audit Report for the financial year 2017-18 was filed with the Ministry of Corporate Affairs on 3* August, 2018.

As required under the Companies Act, 2013 the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly necessary resolution seeking Member's approval for ratification of remuneration payable to the Cost Auditor was approved by the members of the Company at the 13th Annual General Meeting held on 28th September, 2018.

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 Company has appointed M/s. Manoj Hurkat & Associates, a firm of Company Secretaries n i Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-

1".

AUDIT COMMITTEE:
The Audit Committee consists of the following Directors:
1. Mr. Jagdishkumar Thakor Chairperson
2. Mr. Faiyazkhan Pathan Member
3. Mr. Vijaysinh Chavda Member
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of the following Directors:
1. Mr. Faiyazkhan Pathan Chairperson
2. Mr. Jagdishkumar Thakor Member
3. Mrs. Hansaben Chavada Member
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of the following Directors:
1. Mr. Faiyazkhan Pathan Chairperson
2. Mr. Jagdishkumar Thakor Member
3. Mr. Vijaysinh Chavda Member

RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as per the applicable requirement of Companies Act, 2013 a risk management policy/plan of the Company is developed and implemented for creating and protecting the Shareholder's value by minimizing threats or losses and to identify and provide a framework that enables future activities of a Company to take place in a consistent and controlled manner.

VIGIL MECHANISM:

The Company has a vigil mechanism for its directors and employees, to deal with instance of fraud/ mismanagement, if any and t o report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The details of the policy are posted on the website of the Company.

CODE OF BUSINESS CONDUCT AND ETHICS:

The Company has laid down a Code of Conduct (COC) which is applicable to all the Board members and Senior Management of the Company. The COC is available on the website of the Company www.sanginitachemicals.co.in. All the members of the

Board and Senior Management have affirmed compliance with the Code.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment measures in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints received under the said act. The Company has complied with all the applicable provisions of the said Act including the constitution of internal complaints committee.

REMUNERATION POLICY:

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.

The Company's 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, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

ANALYSIS OF REMUNERATION:

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual Return attached with this report.

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:

Names and Positions [A] Ratio of Directors' Remuneration to the median Remuneration of Employees [B] Percentage (%)increase in Remuneration
Mr. Dineshsinh B. Chavada (Chairperson & Managing Director) 1.52 Nil
Mr. Vijaysinh D. Chavda (Whole Time Director) 2.28 Nil
Mrs. Hansaben D. Chavada (Director) Nil Nil
Mr. Faiyazkhan Y. Pathan (Independent Director) Nil Nil
Mr. Jagdishkumar V. Thakor (Independent Director) Nil Nil

The median remuneration of employees of the Company during the financial year was Rs. 1 579547- p.a.

[C] Percentage increase in the median Remuneration of Employees 5.34%
[D] Number of permanent Employees on the rolls of Company 28 (Twenty Eight)
[E] Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof There was increase of 12.18% in the average salaries of employees other than managerial personnel in the year 2018-19. There was no change in the Managerial
Remuneration in the year 2018-19 as compared to the year 2017-18. There was no change in the remuneration to the CFO and CS in the year 2018-19

It is hereby affirmed that the remuneration is as per remuneration policy of the Company.

PARTICULARS OF EMPLOYEES:

The statement showing the names of the top ten employees in terms of remuneration drawn is given as "Annexure - 2."

There are no employees of the Company drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF THE REMUNERATION TO MD/WTD (AS PER CLAUSE-IV OF SECTION-II OF PART-II OF SCHEDULE V):

(i) All elements of the remuneration package such as salary, benefits, bonuses, stock options and pension: The details are given in clause- VI (A) of MGT-9 attached to this report as Annexure - 3.

(ii) Details of fixed component and performance-linked incentives, along with the performance criteria:

The details are given in clause- VI (A)of MGT-9 attached to this report as Annexure - 3 and performance criteria is linked with net profit of the Company,

(iii) Service contracts, notice period and severance fees:

Term valid till 22nd November,2021. Notice period is 6 month on either side or the Company paying 6 months remuneration in lieu of such notice and no severance fees.

(iv) Stock option details, if any, and whether these have been issued at a discount, as well as the period over which they accrued and how they are exercisable: The Company has not granted any stock option.

REGULATORY ORDERS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

CSR COMMITTEE:

As the requirement of CSR Committee is not applicable to the Company, no further details/disclosure required to be given in this regard.

DETAILS ON CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy The Company accords high priority to conservation of energy. However, there are no specific steps taken in this regard.
(ii) the steps taken by the company for utilizing alternate sources of energy The Company is not utilizing alternate sources of energy.
(iii) the capital investment on energy conservation equipments NIL
(B) Technology absorption
(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The Company has not imported any technology during the year. Hence, there are no details to be furnished under each of the sub clauses in this clause.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development There are no expenditure incurred on Research and Development by the Company.
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and Nil
The Foreign Exchange outgo during the year in terms of actual outflows Nil

INTERNAL FINANICAL CONTROL:

The Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively.

DEPOSITS:

During the year under report, your Company has not accepted any deposits pursuant to Section 73 of the Companies Act, 2013. Hence further details are not given.

Details of money accepted (if any during the year) by the Company from the Directors and/or the relatives of Directors of the Company are given in the notes to the Financial Statements and the same are not deposit as per the applicable provisions of Companies Act, 2013 and rules made thereunder.

CORPORATEGOVERNANCE:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the Report on Corporate Governance is not forming part of the Directors' Report.

EXTRACT OF ANNUALRETURN:

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure -3"

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT,2013:

There are no Loans, Investments or Guarantees /Security given by the Company during the year, under section 186 of the Companies Act, 2013; hence no particulars are required to be given.

MANAGEMENT DISCUSSION AND ANALYSIS:

Necessary Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) of The SEBI (LODR) Regulations, 2015 is appended as "Annexure-4" to Director's Report.

RELATED PARTYTRANSACTION:

There are no particulars of contacts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 which are required to be reported in the prescribed form AOC-2. The details of related party transactions as per AS-18 are otherwise reported in the financial statements. The related party transactions are otherwise carried out in the ordinary course of business and on arms length basis and the same are in the best interest of the Company. The related party transactions are due to business exigencies.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

By Order of the Board
Sd/-
Place : Gandhinagar Dineshsin h BChavada
Date : 11th May, 2019 (DIN : 01497977)
Chairperson & Managing Director

   

Connect with us :   
Globe
About us
Our Services
Milestones
Memberships
Core Values
Investor Relations
Product & Services
Broking
Institutional Broking
PMS
Clearing Services
Distribution
Research
Depository
Trade & Products
Globe Connect Pro
Globe Trade Smart
Globe Connect Mobile/Tablet
Globe News Connect
Globe e-KYC Application
NSDL e-KYC Signer Application
Mobile App Demo
ODIN User Manual
Client Reactivation
EKYC
Back Office
Back Office
CMS
CMS-TM
KYC/KDC Status
Mutual Fund
CAMS
RMS Policy
Helpdesk
Download Forms
Useful Links
BSE
NSE
SEBI
RBI
MCX
NCDEX
Exchange Holidays
Exchange guidelines on margin collection
Anti-Money Laundering Policy
Policies, Procedures, Rights, Obligations and RDD
Additional Policy and Procedures
Scores

Funds Payout Policy

Shortages Obligation Arising Out Of Internal Netting of Trades

Policies of Globe Commodities Limited
Guidance Note on FATCA and CRS May 2016
Right and Obligation, RDD, Guidance Note in Vernacular Language - Equity | Commodity
Additional Risk Disclosure for Trading into Commodity options
In case of any grievances pleae write to
Investor_trading@globecapital.com /  igr@globecapital.com (For Trading)     globedp@globecapital.com (For DP)    Investor_pms@globecapital.com (For PMS)     
commigr@globecapital.com (For Commodities)
Equity SEBI Registration No INZ000177137, Exchange Registration Nos : NSE TM Code - 06637, Clearing No.- M50302|BSE Clearing No: 3179|MSEI TM Code - 1004 ,Clearing No.- 4| MCX TM No: 8091,Clearing No: 8090 | NCDEX TM No:1287, Clearing No: -M51085|ICEX TM ID-2084 | SEBI Registration for DP : IN-DP-NSDL-97-99, NSDL- DP ID: IN300966, CDSL DP ID: 12020600 | SEBI Research Analysts Registration No :INH100001187 | SEBI PMS Registration No:INP000002361 CMBPID NCL CM :- IN555502
* Through subsidiary Globe Commodities Ltd. --> Commodity SEBI Regn. No. - INZ000024939, Exchange Regn. Nos. - MCX CM ID: 8550 TM ID: 10735, NCDEX CM ID: M50011 TM ID: 00012, NMCE ID: CL0111, ICEX ID: 1009, NCDXSPOT-CR-07-10011,
** Through step in subsidiary Globe Comex International DMCC --> DGCX **TM Id.1064, CM Id.3064*
"We also do Pro-Account trading in Commodity Segment.."
"KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
Attention Investors:
"Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your Stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day .......... Issued in the interest of investors"
"Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL/CDSL on the same day......................issued in the interest of investors."
"No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
© 2013 Globe Capital Market Limited. All rights reserved
Designed, Developed and Content powered by CMOTS Infotech (ISO 9001:2015 Certified) Privacy Policy Disclaimer Terms and Conditions