To the Members of
Sah Polymers Limited,
The Board of Directors of your Company have pleasure in presenting the Thirty Second
(32nd) Board Report on the business and operations of Sah Polymers Limited
(Sah Polymers' or Company'), along with the summary of standalone and
consolidated financial statements for the financial year ended March 31, 2024.
1. FINANCIAL RESULTS:
(Rs In Lakhs)
Particulars |
Audited Standalone |
Audited Consolidated |
|
As on March 31, 2024 |
As on March 31, 2023 |
As on March 31, 2024 |
As on March 31, 2023 |
Revenue from operations |
10,076.10 |
8,235.34 |
10,918.86 |
9,539.92 |
Total expenditure before finance cost, depreciation (Net of expenditure transferred to
capital) |
9,699.09 |
7,671.73 |
10,451.51 |
8,846.83 |
Operating profit |
377.01 |
563.61 |
467.35 |
693.09 |
Add: Other income |
219.34 |
150.48 |
232.81 |
181.70 |
Profit before finance cost, depreciation, exceptional items and tax |
596.38 |
714.09 |
700.16 |
874.79 |
Less: Finance cost |
296.76 |
190.94 |
325.86 |
222.06 |
Profit before depreciation, exceptional items and tax |
299.62 |
523.15 |
374.30 |
652.73 |
Less: Depreciation and amortisation expenses |
215.44 |
112.55 |
238.86 |
140.33 |
Profit before, exceptional items and tax |
84.18 |
410.60 |
135.44 |
512.40 |
Add/(Less): Exceptional items |
- |
- |
- |
- |
Profit before tax |
84.18 |
410.60 |
135.44 |
512.40 |
Less: Tax expense |
17.83 |
104.96 |
42.93 |
136.34 |
(A) Profit/(Loss) for the period attributable to: |
66.35 |
305.64 |
92.51 |
376.06 |
Owners' of the Company |
- |
- |
79.69 |
341.52 |
Non-controlling interests |
- |
- |
12.82 |
34.54 |
(B) Total other comprehensive income |
- |
- |
- |
- |
(C) Total comprehensive income for the period (A+B) |
66.35 |
305.64 |
92.51 |
376.06 |
Retained earnings balance brought forward from the previous year |
797.46 |
491.82 |
851.25 |
509.73 |
Add: Profit for the period |
66.35 |
305.64 |
79.69 |
341.52 |
Add: Other comprehensive income recognised in retained earnings |
- |
- |
- |
- |
Add/(Less): Changes in capital structure and other movement within equity |
- |
- |
- |
- |
Balance |
863.81 |
797.46 |
930.94 |
851.25 |
Which the Directors have apportioned as under to: |
|
|
|
|
Dividend on equity shares |
(128.98) |
- |
(128.98) |
- |
Retained earnings: balance to be carried forward |
734.83 |
797.46 |
801.96 |
851.25 |
2. STATE OF COMPANY'S AFFAIRS:
Your Company is engaged in the business of manufacturing and marketing of Flexible
Intermediate Bulk Containers (FIBC), Polypropylene Woven Bags, BOPP Laminated Bags and
other flexible packaging products. In addition, your Company is also DCA and DOPW of
Indian Oil Corporation Limited for its Polymers Marketing in respect of the Udaipur and
Jaipur regions.
On a Standalone basis the total income for the financial year 2023-24 under
review was Rs.10,295.44 Lakhs as against Rs.8,385.82 Lakhs for the previous
financial year, registering an increase of 22.77%. The profit before tax from continuing
operations including exceptional items was Rs.84.18 Lakhs for the financial year
2023-24 under review as against Rs.410.60 Lakhs for the previous financial year,
registering a decline of 79.50%. The profit after tax from continuing operations including
exceptional items was Rs.66.35 Lakhs for the financial year 2023-24 under review as
against Rs.305.64 Lakhs for the previous financial year, registering a decline of
78.29%.
On a Consolidated basis the total income for the financial year 2023-24 under
review was Rs.11,151.67 Lakhs as against Rs.9,721.62 Lakhs for the previous financial
year, registering an increase of 14.71%. The profit before tax from continuing operations,
including exceptional items, was Rs.135.44 Lakhs for the financial year 2023-24 under
review as against Rs.512.40 Lakhs for the previous financial year registering a
decline of 73.57%. The profit after tax from continuing operations including exceptional
items was Rs.92.51 Lakhs for the financial year under review as against Rs.376.06 Lakhs
for the previous financial year registering a decline of 75.40%.
Despite encountering challenges such as fluctuating raw material costs and varying
demand, your Company has displayed remarkable resilience and adaptability. The Company is
actively preparing for global expansion, with a strong emphasis on entering the markets of
Europe and America.
Furthermore, the Company's dedication to sustainability aligns seamlessly with the
rising demand for eco-friendly products, ensuring the Company's enduring success.
Leveraging these strengths, your Company isn't just surviving but thriving in the
ever-evolving packaging sector. Understanding the distinctive quality benchmarks of these
industries, we prioritize delivering products that not only meet rigorous standards but
also offer the possibility of higher profit margins.
3. DIVIDEND:
With a view to conserve the resources for future use, The Board of Directors has not
recommended any dividend for the financial year ended on March 31, 2024.
4. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes or commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statement relates and up to the date of this report.
5. LISTING OF SHARES:
The Equity shares of the Company are listed on National Stock Exchange of India
Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E)
Mumbai-400051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.
The Annual Listing Fees for the financial year 2024-25 have been paid.
6. CHANGES IN THE NATURE OF BUSINESS:
During the year under review there has been no change in the nature of the business of
the Company.
7. TRANSFER TO RESERVE:
The Board of Directors has decided to retain the entire amount of profit for financial
year 2023-24 appearing in the statement of profit and loss and no amount was transferred
to any Reserves.
8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures required pursuant to the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed with this report "Annexure-A".
Further during the year under review, no employee of the Company was in receipt of
remuneration in excess of the limits prescribed under rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the
Companies (Accounts) Rules, 2014, it is stated that the Company is taking every possible
step to conserve the energy wherever possible by streamlining the production process. Its
impact will be visible in the time to come. The Company is exploring avenues for utilizing
alternate sources of energy. The Company has not made any capital investments in energy
conservation equipment.
The Company has not imported any technology. The technology employed for the
manufacture of FIBC, HDPE/PP woven sacks/fabrics is indigenously sourced and timely
tested. The Company regularly keeps itself updated with the latest development in
technology with the motto of cost reduction and improvement of the quality of the
products.
No expenditure has been incurred on research and development.
Foreign Exchange Earnings
During the year under review, the Foreign Exchange earned in terms of actual inflows
and Foreign exchange outgo in terms of actual outflows are as under:
Foreign Exchange |
Rs.6,731.98 Lakhs |
Earnings: |
(Py. Yr. Rs.4,554.30 Lakhs) |
Foreign exchange |
Rs.69.72 Lakhs |
Outgo: |
(Py. Yr. Rs.43.54 Lakhs) |
10. DEPOSITS PROM PUBLIC:
The Company has not accepted any Deposit within the meaning of Section 73 of the
Companies Act, 2013 and rules made there under, and as such no amount on account of
principal and interest was outstanding as on the date of the balance sheet.
As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there
is no non-compliance with any of the provisions of chapter V of the Companies Act, 2013.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 Sub-section (3) clause (c) of the Companies Act, 2013, it is
stated that: (i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to the material
departures, if any;
(ii) The directors' had selected such accounting policies and applied them consistently
and made judgment 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 and of
the loss of the Company for that period;
(iii) The directors' had taken proper and sufficient care for the maintenance of
adequate accounting records, and the adequate steps have been taken to make it a fresh, in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) The directors' had prepared the annual accounts on a "going concern"
basis;
(v) Internal financial controls has been laid down to be followed by the Company and
such financial controls are adequate and are operating effectively;
(vi) 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.
12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED: (a) Cessation/appointment on the Board of Directors:
During the year under review, the following changes have occurred in the Board of
Directors of the Company: (i) Mr. Murtaza Ali Moti (DIN: 07876224) has been appointed as a
Whole-Time director on the Board of Directors for a period of three years with effect from
April 01, 2023;
(ii) Ms. Chetna ceased to be an Independent Director with effect from August 19, 2023;
(iii) Ms. Asha Jain has been appointed as an Independent Director for a period of five
years with effect from July 14, 2023 vide special resolution passed at the general
meeting.
Retire by Rotation:
Mr. Asad Daud (DIN: 02491539), being the longest in the office, will retire by rotation
at the forthcoming annual general meeting and, being eligible, has offered himself for
reappointment. The Board of Directors of your Company has recommended his re-appointment.
Director who seeking Appointment or re-appointment, the brief profile and other
details as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial
Standard, are provided in the Notice convening the ensuing 32nd AGM.
(b) Key Managerial personnel:
Pursuant to the provisions of Section 203 of the Act, following were the Key Managerial
Personnel of the Company as on March 31, 2024:
Mr. Hakim S Tidiwala |
Whole-Time Director |
Mr. Murtaza Ali Motiwala |
Whole-Time Director |
Mr. Lalit Kumar Bolia |
Chief Financial Officer |
Ms. Runel Saxena |
Company Secretary |
13. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES:
The Nomination and Remuneration Committee of the Board has devised a policy for
selection and appointment of Directors, Key Managerial Personnel and Senior Management
Employees and their remuneration. The Committee has formulated the criteria for
determining qualifications, positive attributes and independence of a director (including
Independent Directors) and other matters provided under Section 178(3) of the Companies
Act, 2013, which has been displayed on the Company's website www.sahpolymers.com. The
skills, expertise and competencies of the Directors as identified by the Board, along with
those available in the present mix of the Directors of your Company, are provided in the
Report on Corporate Governance' forming part of the Report and Accounts. The policy
on the above is attached as "Annexure-B".
14. HOLDING, SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES: Holding:
Your Company is a subsidiary of SAT Industries Limited with a holding of 55.50%
of equity shares.
Subsidiary:
Your Company has 1(one) subsidiary Company i.e
Fibcorp Polyweave Private Limited with holding of 51.01% of Equity shares.
A Statement in Form No. AOC-1 pursuant to first proviso to Sub-section (3) of Section
129 read with rule 5 of Companies (Accounts) Rules, 2014) containing the salient
features of the financial statement of the subsidiary Company is annexed to this report as
"Annexure-C".
The Company has made an application with the National Stock Exchange Limited and BSE
Limited (hereinafterreferredtoas"theStockExchanges")under regulation 37 of the
Stock Exchange Board of India (Listing Obligation and Disclosures Requirements)
Regulations, 2015, for No Objection Certificate with respect to amalgamation of the said
subsidiary with your Company and the same is pending.
Material Subsidiary
The Company has formulated a policy on identification of material subsidiary in line
with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is placed on the Company's website.
Accordingly, Fibcorp Polyweave Private Limited is the material subsidiary of your
Company.
Fibcorp Polyweave Private Limited(FPPL)
FPPL is engaged in the business of manufacturing and marketing of the FIBC with the
manufacturing facilities situated at Kaladwas Industrial Area, Udaipur. Its products find
a presence in domestic as well as in global markets. During the year ended March 31, 2024,
it clocked a revenue of Rs.3,324.07 Lakhs, out of which Rs.1,227.16 Lakhs near about
36.92% from exports and outreaches in more than 6 countries.
Notes on Subsidiary
The following may be read in conjunction with the Consolidated Financial Statements of
your Company prepared in accordance with Indian Accounting Standard AS-110 Shareholders
desirous of obtaining the Report and Accounts of your Company's subsidiaries may obtain
the same upon request. Further, the Report and Accounts of the subsidiary Companies is
also available under the Investor Relations' Section of your Company's website,
www.sahpolymers.com in a downloadable format. Your Company's Policy for determination of a
material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015, can be accessed on your Company's corporate website at https://www.sahpolymers.com.
Joint Ventures and Associates:
Your Company does not have any Associates or Joint Ventures as on March 31, 2024.
Name of Companies Which Have Become or Ceased to Be Subsidiaries, Joint Ventures &
Associates Companies:
During the year under report, none of the Companies became or ceased to be its
subsidiary, joint venture & associates.
15. SHARE CAPITAL:
During the year under report, there was no change in the issued, subscribed and paid-up
capital of the Company.
Issued, subscribed and paid-up capital of the Company is Rs.25,79,60,000/- divided into
2,57,96,000 equity shares of Rs.10/- each.
16. BOARD AND ITS COMMITTEE MEETING:
During the financial year 2023-24, the Board of Directors of your Company met Seven (7)
times. Date of meetings held along with attendance details of director etc. have been
provided in the Report titled as "Report on Corporate Governance" annexed with
this report.
Your Company has constituted various committees such as Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility, and others in accordance with the provisions of the Companies Act, 2013,
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015, as amended and applicable laws, rules and regulations.
Disclosures in respect of the compositions of committees, functions, frequency of the
meeting etc. have been provided in the Report titled as "Report on Corporate
Governance" annexed with this report.
17. EVALUATION OF THE PERFORMANCE OF BOARD MEMBERS:
The Annual Evaluation of the Performance of all the directors' individually and the
Board/Committee as a whole was conducted based on the criteria and framework adopted by
the board. The evaluation includes the effectiveness of its own functioning and that of
the Committees and of individual directors' by seeking their inputs on various aspects of
Board/ Committee. The aspects covered in the evaluation included the contribution to and
monitoring of corporate governance practices, participation in the long-term strategic
planning and the fulfillment of Directors obligations and fiduciary responsibilities,
performance of Non-Independent Directors, including but not limited to, active
participation at the Board and Committee meetings.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to Section 186 of the Companies Act, 2013, disclosure relating to the loans
given, investments made or guarantee given are provided in Notes to the Financial
Statements forming part of the annual report.
19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Related Party Transaction Policy as approved by the Audit Committee and the Board of
Directors and the same displayed on the Company's website https://www.sahpolymers.com is
in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Company has a process in place to periodically review and monitor Related Party
Transactions.
During the year under review, all related party transactions were in the ordinary
course of business and at arm's length. The Audit Committee has approved the related party
transactions for financial year 2023-24 and the estimated related party
transactions for financial year 2024-25.
There were no related party transactions that conflict with the interest of the
Company.
The disclosure of Related Party Transactions as required in terms of Section 134(3)(h)
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form
AOC - 2 as annexed vide "Annexure-D" with this report.
The Company proposes to enter into a related party transaction with SAT Industries
Limited, promoter holding of your Company, to borrow the unsecured loans for an amount not
exceeding the aggregate value up to Rs.100 Crores (Rupees One Hundred Crores Only) per
financial year, for a period of 3 years from financial year 2024 at the Interest Rate of
12%.
The Company is seeking an enabling approval for the above related party transactions at
the ensuing Annual General Meeting (AGM).
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The objective of the Company is to take initiative on Corporate Social Responsibility
(CSR') to improve the quality of life of communities through long-term value
creation for all stakeholders. The Company's CSR policy provides guidelines to conduct CSR
activities of the Company and the same is available on the website of the Company at
https://www. sahpolymers.com.
The salient features of the CSR Policy forms a part of the Annual Report on CSR
activities, in terms of Rules 8 of the Companies (Corporate Social Responsibility
Policy) Rules 2014), which contains details of CSR initiative taken by the Company during
the year as annexed vide "Annexure-E" attached to the this Report.
21. THE 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:
During the year under review there has been no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in future.
22. CONSOLIDATED FINANCIAL STATEMENT:
Your directors' have pleasure in attaching the Consolidated Financial Statements
pursuant to Section 129(3) of the Companies Act, 2013 read with rule 6 of the Companies
(Accounts) Rule, 2014 and prepared in accordance with the relevant applicable accounting
standards as per the Companies (Indian Accounting Standard) Rules, 2015.
The auditors' report on Consolidated financial statements does not contain any
qualification, observation or adverse comment.
Your Company's Board of Directors is responsible for the preparation of the
consolidated financial statements of your Company and its Subsidiary (the Group'),
in terms of the requirements of the Companies Act, 2013 (the Act) and in accordance with
the accounting principles generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act.
The respective Boards of Directors of the Companies included in the Group are
responsible for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of each Company and for preventing and
detecting frauds and other irregularities; the selection and application of
appropriateaccountingpolicies;makingjudgements and estimates that are reasonable and
prudent; and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error. Such financial statements have been used for the purpose of
preparation of the consolidated financial statements by the Directors of your Company, as
aforestated.
23. ANNUAL RETURN:
The copy of the Annual Return pursuant to the provisions of Section 92(3) read with
Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on
the website of the Company which can be accessed at www.sahpolymers.com.
24. AUDITORS AND AUDIT REPORT:
The existing statutory Auditor M/S. H.R. Jain & Co. Chartered Accountants were
appointed as Statutory Auditors' of the Company to hold the office from the conclusion of
the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of
the Company at annual general meeting held on September 30, 2022.
Further, they have confirmed that they are not disqualified from continuing as Auditor
of the Company.
Fraud Reported by Auditor Against the Company:
The auditors' have not reported any fraud under Section 143(12) of Companies Act, 2013.
Auditors' Report:
The auditors' Report does not contain any qualification, reservation, or adverse remark
or disclaimer.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) of Securities and Exchange Board of India (Listing and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate Section
forming part of the Annual Report.
26. CEO CFO CERTIFICATE:
Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated
under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations,2015 is presented in a separate Section forming
part of this report as
"Annexure-F".
27. RISK MANAGEMENT POLICY:
The component of risk in the activities of your Company is very minimal. Managing Risk
is an integral part of our business activity. The Company board & management regularly
framing, reviewing & monitoring risk management plan & ensuring to mitigate the
current & future risk exposure so as to safeguard Company & shareholders' interest
and to assure business growth with financial stability.
28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has designed and implemented a process driven framework for Internal
Financial Controls ("IFC") within the meaning of the explanation to Section
134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2024, the Board is of
the opinion that the Company has sound IFC commensurate with the nature and size of its
business operations and operating effectively and no material weakness exists. The Company
has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and/or improved controls wherever the effect of such gaps would have a
material effect on the Company's operations.
29. MAINTENANCE OF COST RECORDS:
The Directors state that the turnover of the Company does not exceed the limit
prescribed for maintenance of Cost Records as specified by the Central Government under
Section 148(1) of the Companies Act, 2013, accordingly such accounts and records are not
made and maintained by the Company.
30. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION
AND REDRESSALRs.ACT, 2013:
It is stated that the Company has constituted an Internal Complaints Committee and
complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
Your directors' further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
31. SECRETARIAL AUDIT:
The Board Directors appointed Messrs. P Talesara
& Associates, Practicing Company Secretaries, as the Secretarial Auditors' of your
Company for the financial year ended March 31, 2024. The Secretarial Auditors' have
confirmed that your Company has complied with the applicable laws and that there are
adequate systems and processes in your Company commensurate with its size and scale of
operations to monitor and ensure compliance with the applicable laws. The Report of the
Secretarial Auditors' pursuant to Section 204 of the Act is provided in the "Annexure-G"
forming part of this Report along with the Secretarial Audit Report of Subsidiary Company
as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Auditors' Report:
There is no qualification, reservation or adverse remark made in the Report.
Compliance Certificate:
A certificate issued from M/s. H.R. Jain & Co., Statutory Auditor of the Company
regarding compliances of Conditions of Corporate Governance is annexed with the Report in "Annexure-H".
32. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend, voting or
otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme;
(iii) None of the Whole-Time Director or Managing director of the Company received any
remuneration or commission from any of its holding or subsidiary.
33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
Your Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act in respect Board Meetings and Annual General Meetings.
34. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE,2016 31 OF 2016 :
Neither any application made or nor any proceeding is pending under Insolvency and
Bankruptcy Code, 2016.
35. 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:
Since its inception, the Company has not entered into any One-Time Settlement with
banks or financial institutions.
36. INDEPENDENT DIRECTOR:
(A) Statement on Declaration Given by Independent Directors U/S 149(6) of The Companies
Act, 2013:
Your Company has received declarations from all the Independent Directors of your
Company, confirming that: (i) they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR)
Regulations, 2015;
(ii) they are not aware of any circumstance or situation which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective of independent judgement and without any external influence.
(B) Statement Regarding Board Opinion with Integrity, Expertise and Experience
(Including Proficiency) of the Independent Director:
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and that the Independent
Directors appointed possess requisite qualifications, experience and expertise in
Corporate Governance, Legal & Compliance, Financial Literacy, General Management,
Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability
and they hold highest standards of integrity and therefore the Board is satisfied of the
integrity, expertise, and experience (including proficiency in terms of Section 150(1) of
the Act and applicable rules thereunder) of all Independent Directors on the Board.
(C) Familiarization Programme for Independent Directors:
As a practice, all new Independent Directors inducted on the Company' s Board attend an
orientation programme. Presentations are made by Senior Management giving an overview of
the operations, to familiarize the new Directors with the Company's business operations.
The new Directors are given an orientation on the products of the business, group
structure and subsidiaries, Board constitution and procedures, matters reserved for the
Board, and the major risks and risk management strategy of the Company. Visits to plant
locations are organized for the new Directors to enable them to understand the business
better. Details of Familiarization Programme of Independent Directors in the areas of
strategy/industry trends, operations & governance, Statutory Act, health, environment
initiatives and safety are available on the website of the Company at
https://www.sahpolymers.com.
(D) Independent Directors Meeting:
During the year under review a separate meeting of the Independent Director of the
Company was held on February 12, 2024, without the presence of other Directors and members
of Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, performance and assessed the quality, quantity and
timeliness of flow of information between the Company management and the Board.
37. VIGIL MECHANISM WHISTLE BLOWER:
Your Company's Whistleblower Policy encourages Directors and employees to bring to your
Company's attention, instances of illegal or unethical conduct, actual or suspected
incidents of fraud, actions that affect the financial integrity of your Company, or actual
or suspected instances of leak of unpublished price sensitive information that could
adversely impact your Company's operations, business performance and/or reputation. The
Policy requires your Company to investigate such incidents, when reported, in an impartial
manner and take appropriate action to ensure that the requisite standards of professional
and ethical conduct are always upheld. Anonymous complaints are also entertained if the
complaint sets out specific allegations & verifiable facts, and is accompanied with
supporting evidence. It is your Company's Policy to ensure that no complainant is
victimized or harassed for bringing such incidents to the attention of your Company, and
to keep the information disclosed during the course of the investigation as confidential.
The practice of the Whistleblower Policy is overseen by the Audit Committee and no
employee was denied access to the Committee during the year. The Whistleblower Policy is
available on your Company's corporate website at https://www.sahpolymers.com.
38. ACKNOWLEDGEMENTS:
We thank our customers, vendors, dealers, investors, business associates and bankers
for their continued support during the year. We place on record our appreciation of the
contribution made by employees at all levels. Our resilience to meet challenges was made
possible by their hard work, solidarity, Co-operation and support. We thank the
Government of India and the State Government and other regulatory authorities and
government agencies for their support and look forward to their continued support in the
future.
|
For and on Behalf of the Board of Directors |
|
|
|
Sah Polymers Limited |
|
Hakim Sadiq Ali Tidiwala |
Murtaza Ali Moti |
Place: Udaipur |
Whole-Time Director |
Whole-Time Director |
Date: May 03, 2024 |
DIN: 00119156 |
DIN: 07876224 |