To,
The Members,
SIGNATURE GREEN CORPORATION LIMITED (formerly known as Sagar Soya Products Limited)
Your Directors have great pleasure in presenting Forty Third Annual Report along
with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st
March, 2025.
1. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March, 2025 as compared
to the previous financial year, is summarized below:
(Rs. in Hundred)
|
Year ended |
Particulars |
2024-25 |
2023-24 |
Total Income (including Other Income) |
78,453.00 |
83,036.49 |
Less: Depreciation |
8,249.16 |
9,715.30 |
Less: Other Expenses |
31,848.38 |
31,964.93 |
Profit/ (Loss) Before Exceptional Items and Taxation |
38,355.46 |
41,356.26 |
Tax Expenses (Net) |
7,507.28 |
10,753.04 |
Net Profit after tax |
30,848.18 |
30,603.22 |
Opening Balance of Retained Earnings |
(5,79,436.23) |
(6,10,227.90) |
Less: Adjustment of Earlier years |
932.75 |
(188.45) |
Closing Balance of Retained Earnings |
(5,49,520.8) |
(5,79,436.23) |
2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a
Part of Annual Report. Consolidated Financial Statement is not applicable to the Company.
3. STATEMENT OF COMPANY'S AFFAIRS:
During the financial year under review,
(a) the turnover of the Company in the financial year ended as on March 31, 2025
is (INR in Hundreds) NIL as against (INR in Hundreds) NIL the previous year ended as on
March 31, 2024; and
(b) the profit of the Company in the financial year ended as on March 31, 2025 is (INR
in Hundreds) 30,848.18/- as against profit of (INR in Hundreds) 30,603.22/- in the
previous year ended as on March 31, 2024.
4. CHANGE OF NAME AND ALTERATION IN NAME CLAUSE OF THE MEMORANDUM AND ARTICLES
OF ASSOCIATION:
The Shareholders of the Company vide Special Resolution dated 16th March,
2025 passed through Postal Ballot have approved the Change of Name of the Company from
Sagar Soya Products Limited to Signature Green Corporation Limited which has approved by
Central Registration Centre (CRC), Ministry of Corporate Affairs vide Fresh Certificate of
Incorporation dated 06th April, 2025.
Further, the Company has received approval for Change in Name from Stock Exchange i.e.
BSE Limited vide Notice No. 20250430-11 dated 30th April, 2025 and accordingly
the Name of the Company has been changed from Sagar Soya Products Limited to Signature
Green Corporation Limited with effect from 07th May, 2025 on BSE.
3. FUTURE PROSPECTS:
In addition to manufacturing of vegetable oils from Soyabean and other oil seeds and
oil cakes by solvent extraction process, the Company has decided to diversify, expand and
rebrand its business into various food products and agro-commodity products and therefore
decided to expand its area of operations by dealing in various types of food products with
the Change in the Name of the Company.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company.
5. DIVIDEND AND TRANSFER TO RESERVES:
In order to conserve resources, your directors do not recommend dividend for the year
ended 31st March, 2025 with a view to conserve resources.
No amount is being transferred to reserves during the year under review.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.
7. CHANGES IN SHARE CAPITAL:
The authorized share capital of the Company as on March 31, 2025 is INR 3,59,78,670 /-
(Indian Rupees Three Crore Fifty Nine Lakhs Seventy Eight Thousand Six Hundred and Seventy
Only) divided into 35,97,867 (Thirty Five Lakhs Ninety Seven Thousand Eight Hundred and
Sixty Seven) Equity Shares of INR 10/- (Indian Rupee Ten Only) each.
During the year under review, the Company has allotted 33,05,283 (Thirty-Three Lakhs
Five Thousand Two Hundred and Eighty-Three) Equity Shares having face value of INR 10/-
each to Warrant holders belonging to the Non-Promoter Category upon their requests for
Conversion from warrants into equivalent number of equity shares. The said shares were
duly listed on the Stock Exchange and the Company has received a Trading approval for the
said shares.
Disclosure regarding issue of equity shares with differential rights
All the equity shares issued by the Company carry similar voting rights and the Company
has not issued any equity shares with differential voting rights during the financial year
under review.
Buy Back of Securities
The Company has not bought back any of its securities during the financial year under
review.
Sweat Equity
The Company has not issued any Sweat Equity Shares during the financial year under
review.
Bonus Shares
No Bonus Shares were issued during the financial year under review.
Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees during the
financial year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
The Preferential Issue Committee in their meeting held on 26th March, 2024,
approved allotment of 33,05,283 Share Warrants Convertible into Equivalent Equity Shares
to non-promoters against receipt of 25% of the issue price i.e. Rs. 8.5/- (Indian Rupees
Eight and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906/- (Rupees Two
Crore Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only). The same is noted by
Preferential Issue Committee of the Company in their meeting held on 23rd
October, 2024
Further, the Company has received aggregate payment of Rs. 5,61,89,798/- (Indian Rupees
Five Crores Sixty-One Lakhs Eighty-Nine Thousand Seven Hundred and Ninety-Eight Only),
being next 50% share warrants money i.e., Rs. 17/- (Indian Rupees Seventeen) per Share
Warrants from allottees belonging to non-promoters' group. The proceeds received were used
as per the Objects stated in the Offer Document and there was no deviation or variation of
funds.
During the year under review, the Company has allotted 33,05,283 (Thirty-Three Lakhs
Five Thousand Two Hundred and Eighty-Three) Equity Shares having face value of INR 10/-
each to Warrant holders belonging to the Non-Promoter Category upon their requests for
Conversion from warrants into equivalent number of equity shares.
Consequently, the paid-up Share Capital of the Company as at March 31, 2025 stood at
35,97,867 (Thirty Five Lakhs Ninety Seven Thousand Eight Hundred and Sixty Seven) Equity
Shares having face value of INR 10/- each amounting to INR 3,59,78,670/- (Rupees Three
Crore Fifty Nine Lakhs Seventy Eight Thousand Six Hundred and Seventy Only).
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board is in accordance with the provisions of Section 149 of the
Companies Act, 2013 with an optimum combination of Executive, Non-Executive and
Independent Directors. The Directors on the Board are persons with proven competency,
integrity, experience, leadership qualities, financial and strategic insight. They have a
strong commitment to the Company and devote sufficient time to the Meetings.
During the financial year under review:
a) The Shareholders of the Company vide Special Resolution dated 16th March,
2025 passed through Postal Ballot have reappointed Mr. Chandrakant Patel (DIN: 02590157)
as Managing Director of the Company w.e.f 01st April, 2025 to 31st
March, 2028.
b) Subsequent to the completion of the second term of Mr. Arun Sharma (DIN:00369461) as
Independent Director of the Company, he was appointed as Additional Non - Executive
Director of the Company with effect FY 2024 - 2025. The proposal for his regularization
was not placed before the shareholders in the last Annual General Meeting and hence the
Company is proposing to rectify the appointment of Mr. Arun Sharma (DIN:00369461) as Non
Executive Non Independent Director w.e.f FY 2024 - 2025 at ensuing Annual General Meeting
of the Company.
c) Mr. Mukesh Kumar Seni (DIN: 10998990) was appointed as an Additional Non Executive
Independent director w.e.f. 13th May, 2025 at the Board Meeting of the Company.
Pursuant to Section 161 of the Companies Act, 2013, Mr. Mukesh Kumar Seni (DIN: 10998990)
hold office up to the date of ensuing Annual General Meeting of the Company. Mr. Mukesh
Kumar Seni (DIN: 10998990) has given his consent to act as a Non Executive Independent
Director of the Company pursuant to Section 152 of the Companies Act, 2013. He has further
confirmed that he is neither disqualified nor debarred from holding the Office of Director
under the Companies Act, 2013 or pursuant to any Order issued by SEBI. Accordingly, it is
proposed to appoint Mr. Mukesh Kumar Seni (DIN: 10998990) as Non - Executive Independent
Director at ensuing Annual General Meeting of the Company for a term of 5 (Five)
consecutive years from 13th May, 2025 to 12thMay, 2030
Director(s) liable to retirement by rotation
In accordance with Section 152 of the Act and the Articles of Association of the
Company, Mr. Arvindbhai Chhotabhai Patel (DIN: 00024070) will retire by rotation at the
ensuing AGM and being eligible, have offered himself for re-appointment. Based on the
recommendation of the NRC, the Board recommends his re-appointment for the approval of the
Members of the Company. The brief profile of Mr. Arvindbhai Chhotabhai Patel is included
in the Notice of the AGM of the Company.
10. NUMBER OF BOARD MEETINGS:
The Board of Directors duly met 6 (SIX) times during the financial year from 01st
April, 2024 to 31st March, 2025. The dates on which the meetings were
held are as follows:
Sr No. Dates on which Board Meetings held |
Strength of the Board |
No. of Present |
Directors |
1. 09th May, 2024 |
5 |
5 |
|
2. 07th August, 2024 |
5 |
5 |
|
3. 06th November, 2024 |
5 |
5 |
|
4. 11th November, 2024 |
5 |
5 |
|
5. 14th January, 2025 |
5 |
5 |
|
6. 12th February, 2025 |
5 |
5 |
|
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
11. COMMITTEES OF THE BOARD:
The Board has set up various Committees in compliance with the requirements of the
business & relevant provisions of applicable laws and layered down well documented
terms of references of all the Committees. During the year under review, all the
recommendations/ submissions made by the Audit Committee and other Committees of the Board
were accepted by the Board.
There are currently three Committees of the Board, as follows:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
12. NUMBER OF GENERAL MEETINGS:
The 42nd Annual General Meeting of the Company was held on Wednesday,
September 04th, 2024 at 03.00 PM through Video Conferencing/ Other Audio-Visual
Means (VC/OAVM) Facility. Further Postal Ballot process through Remote E-voting was
conducted commencing from Saturday, 15th February, 2025 from 9.00 a.m., (IST)
to Sunday, 16th March, 2025 at 5.00 p.m. (IST) to pass the following
resolution: Alteration in the Name Clause of Memorandum and Article of Association
of the Company Re-appointment of Mr. Chandrakant Bhai Patel as a Managing Director
of the Company for a period of 3 (Three) years w.e.f. 01st April, 2025 to 31st
March, 2028.
13. DISCLOSURE OF COMPOSITIONOF COMMITTEES:
a. Audit Committee comprises of following members:
Mrs. Savita Kishan Bhaliya |
Chairman, Independent and Non-Executive Director |
Mr. Mukesh Kumar Seni |
Member, Independent and Non Executive Director (w.e.f 13th
May, 2025) |
Mr. Chandrakant Patel |
Member, Managing Director |
Mr. Arun Kumar Sharma |
Member, Non-Executive Non Independent Director |
b. Nomination and Remuneration Committee comprises of following members:
Mrs. Savita Kishan Bhaliya |
Chairman, Independent and Non-Executive Director |
Mr. Ganesh Sahebrao Saindane |
Member, Independent and Non-Executive Director |
Mr. Arun Kumar Sharma |
Member, Non-Executive Non Independent Director |
c. Stakeholders Relationship Committee comprises of following members:
Mr. Arun Kumar Sharma |
Chairman, Non-Executive Non Independent Director |
Mr. Mukesh Kumar Seni |
Member, Non Executive Independent Director (w.e.f 13th May,
2025) |
Mr. Arvindbhai Patel |
Member, Whole-Time Director |
Mr. Chandrakant Patel |
Member, Managing Director |
14. MEETING OF COMMITTEES OF BOARD:
During the year there were in total 5 (FIVE) Audit Committee Meetings, 3
(THREE) Nomination & Remuneration Committee, 1 (ONE) Stakeholders
Relationship Committee,2 (TWO) Preferential Share Committee and 1 (ONE)
meeting of the Independent Directors were held on following dates:
AUDIT COMMITTEE |
(i) 09th May, 2024 |
|
(ii) 07th August, 2024 |
|
(iii) 06th November, 2024 |
|
(iv) 11th November, 2024 |
|
(v) 12th February, 2025 |
NOMINATION AND REMUNERATION COMMITTEE |
(i) 09th May, 2024 |
|
(ii) 07th August, 2024 |
|
(iii) 12th February, 2025 |
STAKEHOLDER RELATIONSHIP COMMITTEE |
(i) 12th February, 2025 |
PREFERENTIAL SHARE COMMITTEE |
(i) 23rd April, 2024 |
|
(ii) 23rd October, 2024 |
INDEPENDENT DIRECTOR'S MEETING |
(i) 12th February, 2025 |
15. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION.
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature
for the appointment as Director. The policy on Company's Remuneration and Nomination is
posted on Company's website at www.sgcl.in.
16. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION OF THE BOARD
WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
All Independent Directors of your Company have submitted their declaration of
independence, as required, pursuant to the provisions of Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, and are not disqualified from continuing as Independent Directors of
your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors have confirmed that they have registered themselves with databank maintained by
the Indian Institute of Corporate Affairs (IICA'). These declarations/confirmations
have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation conducted
and declarations received, it is of the opinion that the Independent Directors appointed
during the financial year possess the requisite integrity, expertise, and experience
(including proficiency) required for effectively discharging their duties as Independent
Directors of the Company.
17. MEETING OF INDEPENDENT DIRECTORS:
As stipulated in the Code of Conduct for Independent Directors under the Act and
Listing Regulations, a separate Meeting of Independent Directors of the Company was held
on 12th February, 2025 to review the performance of Non-Independent Directors
(including the Chairman) and the Board as a whole. The Independent Directors also assessed
the quality, quantity and timeliness of flow of information between the Company Management
and the Board, which is necessary to effectively and reasonably perform and discharge
their duties. The meeting decided on the process of evaluation of the Board and Audit
Committee. It designed the questionnaire on limited parameters and completed the
evaluation of the Board by Non-Executive Directors and of the Audit committee by other
members of the Board. The same was compiled by Independent authority and informed to the
members.
18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the agricultural
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes. The policy on Company's
familiarization program for Independent Directors is posted on Company's website at
www.sgcl.in.
19. INTERNAL CONTROL SYSTEM:
The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company's internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.
20. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) That in the preparation of the Annual Financial Statements for the year ended 31st
March, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the Profit/loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) 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.
vi) 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.
21. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March, 2025, Company has no subsidiaries and associate companies.
However, the Company has given advances for Investment in the Equity Share Capital of
Arvind Foods Limited ("Target Company") by acquiring 100% of its shareholding
from the existing shareholders.
22. DEPOSITS:
Your Company did not accept any deposits from the public falling under the ambit of
Section 73 of the Companies Act, 2013 (hereinafter referred to as The Act') and the
Rules framed thereunder during the year. There are no deposits which have not been claimed
by depositors or paid by the Company after the date on which the deposit became due for
repayment or renewal, as the case may be, according to the contract with the depositors
& there are no total amounts due to the depositors & remaining unclaimed or
unpaid.
23. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V
OF THE ACT:
During the year under review, the Company has not accepted any deposits which are not
in compliance with the requirements of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such
non-compliant deposits to report.
24. DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS:
During the financial year under review the provisions regarding maintenance of cost
records is not applicable to the Company, therefore the Company is not required to
maintain the cost records.
25. APPOINTMENT OF AUDITORS:
a) INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013, The company has appointed M/s. Ajit Jain
& Co., Chartered Accountant (Firm Registration Number: 006199C, Membership No:
074943), as internal auditor of the company for financial year 2025-26 to conduct the
internal audit and to ensure adequacy of the Internal controls, adherence to Company's
policies and ensure statutory and other compliance through, periodical checks and internal
audit and their report is reviewed by the Audit Committee from time to time.
b) STATUTORY AUDITORS:
The Company at its 40th Annual General Meeting held on 26th September,
2022 appointed M/s. C. P. Jaria & Co, Chartered Accountants (Firm Registration Number:
104058W) appointed as Statutory Auditors of the Company for a period of five consecutive
years and who shall hold such office from the conclusion of 40thAnnual General
Meeting till the conclusion of 45th Annual General Meeting at such remuneration
as may be mutually decided by the auditors and the Board of Directors thereof. Further the
ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is
not required in terms of notification no. SO 1833(E) dated 7th May, 2018 issued
by the Ministry of Corporate Affairs, and accordingly the item has not been included in
the Ordinary Course of Business of this AGM Notice. Further, they have confirmed that they
are not disqualified as auditors of the Company under the Companies Act, 2013, the
Chartered Accountants Act, 1949 and the rules or regulations made thereunder.
Auditor's report is self-explanatory and therefore does not require further comments
and Explanation.
c) SECRETARIAL AUDITORS:
The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to
carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure
B to Director's Report.
Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY
2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.
d) COST AUDITORS:
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not liable to appoint Cost auditors for the financial year
2024-25.
26. COMMENTS OF THE BOARD ON AUDITORS' REPORT:
a) Observations of Statutory Auditors on Accounts for the year ended 31st
March, 2025:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31st
March, 2025.
b) Observations of Secretarial Audit Report for the year ended 31st March,
2025:
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Secretarial Auditors in respect of financial statements as on and for the year ended 31st
March, 2025.
27. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statements and
reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
The said Policy is available on the website of the Company at www.sgcl.in.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
28. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.
29. CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT AND DISCLOSURE OF
RELATED PARTY TRANSECTIONS:
As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, the compliance with the Corporate
Governance provisions shall not apply in respect of the listed entity having paid up
equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores
as on the last day of the Previous Financial Year. Since the Company's Paid up Equity
capital and the Net Worth fall below the limit mentioned above, compliance with Corporate
Governance is not applicable to the Company. Accordingly, as per BSE clarification vide
Circular LIST/COMP/12/2019-20 Companies to which the Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations,
2018 is also not applicable and not required to submit the Annual Secretarial Compliance
Report as well as Disclosure of related party transaction on Consolidated basis under
regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
30. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual return for the Financial Year 2024-25 in WEB Form MGT 7 is furnished on the
website of the Company at www.sgcl.in.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure
A.
All related party transactions were placed before the Audit Committee for prior
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of unforeseen or repetitive in nature. The details of all such related party
transactions entered into pursuant to the omnibus approval of the Committee, were placed
before the Audit Committee on a quarterly basis for its review.
32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
Details of Loans granted, Guarantees given or Investments made during the year under
review, covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statements.
33. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy, technology absorption, foreign exchange earnings
and out go, is required to be given pursuant to provision of Section 134 of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto
marked as Annexure C and forms part of this report.
34. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been
provided. The Directors of the Company do not draw any Remuneration.
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178 is available on Company's website at
www.sgcl.in.
35. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure
D and forms part of this report.
36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 &
SS-2) respectively as amended relating to Meetings of the Board and its Committees which
have mandatory application and General Meeting.
37. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives and thus in pursuance of the same it has formulated a
Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow
up actions thereon are reported to the Audit Committee and the risk management policy is
available on the website of the company at www.sgcl.in.
In the opinion of the Board, there are no elements of risks threatening the existence
of the Company.
38. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the
Company does not meet the criteria specified under sub-section (1) of Section 135 of the
Act. Accordingly, the Company is not required to constitute a CSR Committee or formulate a
CSR Policy.
39. 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:
The Company had received an Email from BSE Limited on 13th June, 2025 wherein Fines
were imposed on the Company for Delay in furnishing Prior Intimation about the meeting of
the Board of Directors under Regulation 29(2)/29(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR regulations) for quarter and year
ended 31st March, 2025. The Company has paid the Fines imposed on 23rd
June, 2025 and Details of Remittance were sent to BSE via Email on 24th June,
2025. There is no material impact on financials, operations or other activities of the
Company due to this fine.
There are no other orders passed by the Regulators/ Courts which would impact the going
concern status of the Company and its future operations.
40. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
41. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within the
Company, as there are not more than 10 employees in the Company. However, as required the
following is the details of complaints received and resolved during the year:
Number of complaints of sexual harassment received in the year; |
Number of complaints disposed off during the year |
Number of cases pending for more than ninety days |
NIL |
NIL |
NIL |
42. INSOLVENCY AND BANKRUPTCY CODE:
During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.
43. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:
During the year, there were no instances where your Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at the
time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.
44. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961,
which ensures maternity benefits to women employees as per applicable law. During the
financial year ended March 31, 2025, the provisions of the Act were applicable to the
Company; however, no instances arose wherein maternity benefits were availed by any woman
employee of the Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.
45. OTHER DISCLOSURES:
The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.
The Board of Directors in their Board Meeting held on 06th November, 2024
have proposed to make an Investment in the Equity Share Capital of Arvind Foods Limited
("Target Company") by acquiring 100% of its shareholding from the existing
shareholders. The total investment proposed is up to Rs. 94,00,000/- (Rupees Ninety-Four
Lakhs Only). The Company is currently in the process of evaluating and executing the
necessary steps for the proposed acquisition.
46. ENHANCING SHAREHOLDER VALUE:
Your company firmly believes that its success, the market place and a good reputation
are among the primary determinants of value to the shareholder. The organizational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services.
47. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, lenders, business associates including
distributors, vendors and customers, the press and the employees of the Company.
48. CAUTIONARY STATEMENT:
The statements contained in the Board's Report contain certain statements relating to
the future and therefore, are forward looking within the meaning of applicable securities,
laws and regulations. Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.
By Order of the Board of Directors |
Sd/- |
Sd/- |
FOR SIGNATURE GREEN CORPORATION LIMITED (formerly known as Sagar
Soya Products Limited) |
CHANDRAKANT BHAI PATEL |
ARVINDBHAI CHHOTABHAI PATEL |
Date: 12th August, 2025 |
DIN: 02590157 |
DIN: 00024070 |
Place: Mumbai |
Managing Director |
Chairman & Whole Time Director |
Registered Office: |
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32, Vyapar Bhavan, 49 P.D. Mello Road, Mumbai - 400009 |
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CIN: L15141MH1982PLC267176 |
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Email: compliance.ssp@gmail.com |
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Website: www.sgcl.in |
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Tel/Mobile.:09327399230 |
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