TO THE MEMBERS OF SAKUMA EXPORTS LIMITED
The Directors take pleasure in presenting the Eighteenth Annual Report
together with the Audited Annual Financial Statements for the financial year ended 31st
March, 2023. The Management Discussion and Analysis has also been incorporated into this
report.
FINANCIAL RESULTS:
Key highlights of standalone and consolidated financial results for
Sakuma Exports Limited for the financial year 2022 23 are
tabulated below:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
2022 23 |
2021 22 |
2022 23 |
2021 22 |
Sales & Other Income |
2,86,311.97 |
2,53,866.11 |
3,18,039.79 |
2,86,032.21 |
Profit Before Depreciation
& Tax |
3,519.75 |
3,125.95 |
3,962.06 |
3,602.83 |
Other Comprehensive Income
(Net of Tax) |
9.53 |
13.89 |
9.53 |
13.89 |
Depreciation |
(145.17) |
(190.38) |
145.17 |
190.38 |
Profit Before Tax |
3,374.58 |
2,935.57 |
3,816.89 |
3,412.45 |
Provision for Tax: |
|
|
|
|
- Current Tax |
884.66 |
793.04 |
886.11 |
798.25 |
- Deferred Tax |
68.52 |
(131.79) |
68.52 |
(127.12) |
- Income Tax of Earlier Years |
1.56 |
(21.57) |
1.75 |
(21.57) |
Minority Interest and share of
loss of associate |
|
|
|
|
Net Profit After Tax |
2,413.42 |
2,286.55 |
2,854.09 |
2,758.22 |
Add: Surplus from Previous
Period |
13,391.28 |
11,222.01 |
25,061.02 |
22,510.20 |
Profit Available for
Appropriation |
15,804.70 |
13,508.56 |
27,844.17 |
25,268.42 |
Appropriation |
- |
- |
- |
- |
Dividend on Equity Shares |
(117.28) |
(117.28) |
(117.28) |
(117.28) |
Dividend Tax |
- |
- |
- |
- |
Adjustment relating to
Minority Interest |
- |
- |
- |
- |
Transfer to Statutory Reserve |
- |
- |
- |
- |
Balance carried to Balance
Sheet |
15,687.42 |
13,391.28 |
27,245.42 |
25,061.62 |
There was no revision in the Financial Statements.
HIGHLIGHTS OF PERFORMANCE: Standalone Financials:
Total Standalone Turnover for the year increased by 12.78% to Rs.
2,86,311.97 lakhs as compared to Rs. 2,53,866.11 lakhs
in previous year.
Total Standalone Profit before Tax for the year was Rs. 3,374.58 lakhs
as compared to Rs. 2,935.57 lakhs in previous year,
increase of 14.95%.
Consolidated Financials:
Total Consolidated Turnover for the year increased by 11.19% to Rs.
318039.79 lakhs as compared to Rs. 2,86,032.21 lakhs
in previous year.
Total Consolidated Profit before Tax for the year was Rs. 3,962.06
lakhs as compared to Rs. 3,602.83 lakhs in previous year,
a increase of 9.97%.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the General
Reserves.
DIVIDEND:
Your Directors are of the view that your Company is currently on the
path of growth which requires higher capital deployment to fund the businesses hence need
to conserve resources. Keeping in view the objective, Directors are pleased to recommend a
final dividend of Re. 0.05/- per share of face value of Re. 1/- each for the year 2022
23. The total outgo for the current year amounts to Rs. 1,17,27,971.5/- as against
Rs. 1,17,27,971.5/-in the previous year.
BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS:
Your Company operate in a complex and volatile world. Our strategy is
constantly evolving to adapt to the trends and forces shaping our markets and impacting
our stakeholders. As the World economy continued recovering from the Covid-19 pandemic, it
was further exposed to large scale disruption caused by geopolitical tension between
Russia and Ukraine. Logistical challenges, coupled with soaring inflation and cost,
impacted several trade & industries. However, regular interventions by RBI
together-with robustness of domestic economy, aided by the combative approach of the
policymakers, further pushed the recovery in these challenging times. We navigated another
challenging fiscal year with reasonable resilience and tenacity. With continued support of
our stakeholders, We achieved yet another moderate performance in terms of business growth
in the face of tough & competitive global markets. With global tension easing, we are
well positioned to further strengthen our leadership in global sugar and other agro
commodities trade.
The year began with the anticipation that runaway inflation, aggressive
policy rate hikes, and high commodity prices might topple a few major economies into
recession in 2023. The largest economy, the United States, is seeing a rebound in consumer
confidence and spending. Risk spreads are declining on both sides of the Atlantic after
the recent banking crisis in the United States.
India, meanwhile, enjoys a comfortable moment as it sees its economic
activity gaining momentum amid continuing global uncertainties.
RBI has maintained its GDP growth projection for the fiscal year
2023-24 at 6.5%, with noting that the Indian economy and financial sector remain resilient
amidst unprecedented global headwinds.
While the overall growth was broad-based, many sectors such as
construction and agriculture experienced more-than-expected growth. In fact, strong growth
in manufacturing proved to be a reassuring development. Exports performed well despite
global headwinds, while imports recorded their slowest growth since December 2020,
primarily because of easing crude oil prices bringing down India's import bills.
The operating environment this year continued to remain challenging.
Geopolitical conflict in Europe and the global supply chain disruptions led to an
unprecedented inflation in food, energy and commodity prices. Aggressive monetary
tightening measures from central banks worldwide led to further pressure on emerging
economies. The widespread inflation posed major challenges for the country and for the
FMCG industry specifically with prices of several commodities inflating to their decadal
highs. This had a significant impact on FMCG & food consumption as consumers tried to
manage their household budgets by adjusting volumes and prioritizing essentials over
discretionary categories. The impact of slowdown was more pronounced in rural markets.
Urban markets led growth for FMCGsupported by normalization in economic activities
after a couple of years of COVID-19 induced disruptions. The Company's performance
for the FY 2022-23 has to be viewed in the context of the aforesaid economic and market
environment. Your Company is hopeful that an stable economic environment coupled with
normal monsoon, will lead to higher agriculture output & spur higher consumer demand
and provide impetus to the growth of your Company.
Year in retrospect Operational Performance:
In the year under review, the Company achieved on consolidated basis
operational revenue of Rs.317314.85 and Rs. 285343.80
Lakhs.
Overall turnover on consolidated basis was at Rs. 3173.14 Crore
(Previous year Rs. 2853.43 Crore) with EBITDA at Rs. 46.27 Crore (Previous year Rs. 39.56
Crore). PAT at Rs.28.44 Crore (Previous year Rs. 27.44 Crore).On Standalone basis turnover
was at Rs.2855.87 Crore (previous year Rs. 2531.65 Crore) with EBITDA at Rs .41.80 Crore
(Previous year Rs.34.59 Crore) with PAT at Rs. 24.03 Crore (previous year Rs. 22.73
Crore). Your Company's performance for the year 2022-23 has to be viewed in the
context of the aforesaid challenging economic and market environment. Going forward, on
the positive side India remains the fastest growing major economy in the World. The pace
of GDP growth is together momentum in the medium term on the back of favorable global
economies tailwinds, pickup in private investment and implementation of key policy
reforms.
Working of Subsidiaries:
The overall performance of 2 major subsidiary Companies in general were
satisfactory considering the current weak economic environment prevailing in the global
markets particularly in West Asia. Sakuma Exports Pte. Ltd., Singapore posted a turnover
of USD 12,138,450 during the year as against USD 1,711,533 recorded in the previous year.
A increase of in top line on y-o-y basis. Net Profit after tax of this subsidiary for the
year stands at USD 22,445 (Previous Year USD 64493). The performance of another subsidiary
in Dubai namely, Sakuma Exim DMCC subsidiary clocked a turnover of AED 124,629,806 during
the year (Previous Year AED 17,3523,780). A decline of 28.18% with a decline of 24.44% in
Net Profit to AED 14,83,723 (Previous year AED 19,63,717 ).
DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:
No material changes and commitments which could affect your
Company's financial position have occurred between the end of the financial year of
your Company i.e. 31st March, 2023 and date of this report i.e. 25th May, 2023.
SHARE CAPITAL:
The paid up equity share capital as on 31st March, 2023 was Rs.
23,45,59,430. During the financial year under review, your Company has not issued shares
with differential voting rights nor granted stock options nor sweat equity. The Promoter
and Promoter Group are holding 14,51,36,237 shares equivalent to 61.88% of the total
issued and paid-up share capital.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION
FUND:
During the year 2022 23, unclaimed Dividend of Rs. 87,566 was
required to be transferred to the Investor Education and Protection Fund established by
the Central Government, in compliance with Section 125 of the Companies Act, 2013 read
with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016. The Company has transferred the said amount to the Investor Education and
Protection Fund. The said amount represents Final Dividend for the financial year 2014
15 which remain unclaimed for a period of 7 years from its due date of payment.
TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR
EDUCATION AND PROTECTION FUND:
In line with the statutory requirements, your Company is in the process
of transferring to the credit of the Investor Education and Protection Fund set up by the
Government of India, equity shares in respect of which dividend had remained unpaid /
unclaimed for a period of seven (7) consecutive years within the time lines laid down by
the Ministry of Corporate Affairs.
The Company has not transferred any shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more to Investor Education and
Protection Fund on account of reconciliation of list of shareholders between the Company
and Bigshare Services Private Limited, Company's Registrar and Share Transfer Agent
and bank.
DIRECTORS:
Retirement by Rotation:
Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of
the Articles of Association of your Company, Ms. Shipra Malhotra (DIN: 01236811),
Director, retires by rotation at the forthcoming Annual General Meeting and being eligible
offers herself for re-appointment.
Changes in the Board of Directors of the Company:
During the financial year 2022 23, there were no changes in the
Board of Directors of the Company.
Declaration by Independent Directors:
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet with the criteria of independence as
prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under
Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25
of the said Regulations that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
finance, people management, strategy, auditing, tax advisory services and they hold
highest standards of integrity.
Regarding proficiency, the Company has adopted requisite steps towards
the inclusion of the names of all Independent Directors in the databank maintained with
the Indian Institute of Corporate Affairs, Manesar (IICA'). Accordingly, the
Independent Directors of the Company have registered themselves with the IICA. In terms of
Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, certain Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of
two (2) years from the date of inclusion of their names in the data bank. Those
Independent Directors who have to undertake online proficiency self-assessment test will
appear for the same.
Familiarization Program for Independent Directors:
The Program intends to provide insights into your Company so that the
Independent Directors can understand your Company's business in depth and the roles,
rights, responsibility that they are expected to perform / enjoy in your Company to keep
them updated on the operations and business of your Company thereby facilitating their
active participation in managing the affairs of your Company. In addition to the above,
Directors are periodically advised about the changes effected in the Corporate Law, SEBI
(LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as
Directors of your Company.
Annual Performance Evaluation:
The annual performance evaluation of the Independent Directors and
Board Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration
Committees was carried by the entire Board and the annual performance evaluation of the
Chairman, Board as a whole, Non Independent Directors was carried out by the
Independent Directors.
The annual performance evaluation was carried out in accordance with
the criteria laid down by the Nomination and Remuneration Committee of your Company and as
mandated under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended
from time to time.
Key Managerial Personnel:
The following persons have been designated as Key Managerial Personnel
of your Company pursuant to Section 2(51) and
Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies
(Accounts) Rules, 2014 framed thereunder:
Mr. Saurabh Malhotra Chairman & Managing Director
Mr. Devesh Mishra Chief Financial Officer
Ms. Khyati Jobanputra Company Secretary and Compliance Officer
During the financial year, there was no change amongst key managerial personnel.
None of the Directors have attained the age of 75 years except Mr.
Radhe Shyam and Om Prakash Singal. In terms of Regulation 17 (1) (c) of SEBI (LODR)
Regulations, 2015, the approval of the members for his re-appointment by way of special
resolution has been taken at the 14th Annual General Meeting of the Company held on 24th
September, 2019.
Remuneration Policy:
The Board has in accordance with the provisions of Section 178 (3) of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The
detail of the same has been disclosed in the Corporate Governance Report.
Board Meetings:
During the financial year your Company has held 7 (Seven) Board
Meetings which were held on 28th May, 2022; 21st June, 2022, 4th August, 2022, 12th
August, 2022; 14th November, 2022; 14th February, 2023 and 23rd February, 2023. The
maximum interval between any two meetings did not exceed 120 days. As per Section 167 (1)
(b), all the directors have attended atleast one Board Meeting held during the financial
year.
PARTICULARS OF EMPLOYEES:
During the year, there was no employee in receipt of remuneration in
excess of limit as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required
under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A"
and form part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134 (3) (c) of the Companies Act, 2013:
that in the preparation of the Annual Financial Statements for the year
ended 31st March, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
that such accounting policies as mentioned in Note 2 of the Notes to
the Financial Statements have been selected and applied consistently and judgement and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company as at 31st March, 2023 and of the profit of
your Company for the year ended on that date;
that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities;
that the Annual Financial Statements have been prepared on a going
concern basis;
that proper internal financial controls were in place and that the
financial controls were adequate and were operating
effectively;
that systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
INTERNAL CONTROL SYSTEM:
Your Company maintains an adequate and effective Internal Control
System commensurate with its size and complexity. We believe that these internal control
systems provide, among other things, a reasonable assurance that transactions are executed
with Management authorization and that they are recorded in all material respects to
permit preparation of financial statements in conformity with established accounting
principles and that the assets of your Company are adequately safeguarded against
significant misuse or loss.
SUBSIDIARY COMPANIES:
As on 31st March, 2023, your Company has following five subsidiaries:
Sakuma Exim DMCC
Sakuma Exports PTE Limited
Sakuma Exports (Ghana) Ltd Step Down Subsidiary
Sakuma Exports Tanzania Pvt. Ltd Step Down Subsidiary
GK Exim FZE W.L.L. Step Down Subsidiary
Salient features of financial statements of your Company's
Subsidiaries:
The Statement containing the salient features of financial statement of
Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies
(Accounts) Rules, 2014 are given below:
(Rs. in Lakhs)
Sr. No. |
Particulars |
Sakuma Exim DMCC |
Sakuma Exports PTE Limited |
Sakuma Exports (Ghana) Ltd |
Sakuma Exports Tanzania
Pvt. Ltd |
GK Exim W.L.L. |
1 |
Reporting Period |
Apr - Mar |
Apr - Mar |
Apr Mar |
Apr - Mar |
Apr Mar |
2 |
Reporting Currency |
AED |
USD |
GHC |
TZS |
BHD |
3 |
Country |
U.A.E |
Singapore |
Ghana |
Tanzania |
Bahrain |
4 |
Exchange Rate |
22.3725 |
82.2169 |
217.9425 |
0 |
0 |
5 |
Share Capital |
11.19 |
2602.17 |
43.59 |
0 |
0 |
6 |
Reserves and Surplus |
14714.84 |
2043.85 |
-17.12 |
0 |
0 |
Sr.
No. |
Particulars |
Sakuma Exim DMCC |
Sakuma Exports PTE Limited |
Sakuma Exports (Ghana) Ltd |
Sakuma Exports Tanzania Pvt.
Ltd |
GK Exim W.L.L. |
5 |
Total Assets |
14975.67 |
4763.20 |
36.02 |
0 |
0 |
8 |
Total Liabilities |
14975.67 |
4763.20 |
36.02 |
0 |
0 |
9 |
Investment other than
Investment in subsidiary |
0 |
0.00 |
0.00 |
0 |
0 |
10 |
Turnover |
27882.80 |
9979.86 |
0.00 |
0 |
0 |
11 |
Profit Before Taxation |
331.95 |
20.09 |
-4.06 |
0 |
0 |
12 |
Provision for Taxation |
0 |
1.64 |
0.00 |
0 |
0 |
13 |
Profit After Taxation |
331.95 |
18.45 |
-4.06 |
0 |
0 |
14 |
Dividend Paid |
0 |
0.00 |
0.00 |
0 |
0 |
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES:
There are no companies which have become or ceased to be its
Subsidiaries, Joint Venture or Associate Companies during the financial year 2022
23.
DEPOSITS:
Your Company has not accepted deposit from the public and members
falling within the ambit of Section 73 and Section 76 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing
details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:
The details of Loans and Investments made as covered under the
provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited Annual
Financial Statements. The Company has not made any guarantees or provided any security in
connection with loan made under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
A Related Party Policy has been adopted by the Board of Directors for
determining the materiality of transactions with related parties and dealings with them.
The said policy may be referred to, at your Company's website at the web link,
https://
sakumaexportsltd.com/investors/corporate-policy/Related-Party-Transactions-Policy.pdf All
transactions with related parties are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are
foreseeable and repetitive. A statement giving details of all RPTs are placed before the
Audit Committee and the Board of Directors on a quarterly basis.
Further the members may note that your Company has not entered into the
following kinds of related party transactions:
Contracts/arrangement/transactions which are not at arm's length
basis or in the ordinary course of business.
Any Material contracts/arrangement/transactions [as per Regulation 23
of the SEBI (LODR) Regulations, 2015]
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
A Corporate Social Responsibility (CSR) Committee has been constituted
in accordance with Section 135 of the Companies Act, 2013. The details required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report
appended as "Annexure B" to this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given below:
Conservation of Energy:
The operations of your Company are not energy intensive. However,
wherever possible your Company strives to curtail the consumption of energy on continued
basis.
Technology absorption, adaptation and innovation:
No expenditure has been incurred by your Company on technology
absorption activities during the year under review.
Foreign Exchange Earning & Outgo:
(Amount in Lakhs)
Particulars |
2022-23 |
2021-22 |
(a) Expenditure in Foreign
Currency |
|
|
Travelling Expenses |
0.00 |
0.00 |
Ocean Freight |
8734.26 |
5283.95 |
Professional Fees |
4.22 |
0.00 |
(b) Earnings in Foreign
Currency |
|
|
Export of Goods on FOB basis |
146794.18 |
169686.72 |
Dividend received from
Overseas subsidiary |
0.00 |
0.00 |
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The nature of business is export and trading in commodities. The
inheritant risks to the business of your company are as
follows:
Foreign Exchange risk
Commodity Price risk
Risk elements in business transactions
Physical risk to cargo
All the above risks have been discussed in the Management Discussion
and Analysis Report. The Executive Chairman & Managing Director mitigate the risk with
the help of their depth of knowledge of market, assistance of senior management and
forecast based on various data available with your Company. Your Company has developed the
analysis of market data which helps in decision making and to ensure the mitigation of the
risk. There are no risks which threaten the existence of the Company.
Your Company has not formed Risk Management Committee as it is not
applicable under Regulation 21 of the SEBI (LODR)
Regulations, 2015.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Over the years, your Company has established a reputation for doing
business with integrity and displays zero tolerance for any form of unethical behavior.
Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns
about unethical behavior in compliance with the requirements of the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015. The Board's Audit Committee oversees the
functioning of this policy. Protected disclosures can be made by a whistle blower through
several channels to report actual or suspected frauds and violation of your Company's
Code of Conduct and
/ or Whistle Blower Policy. Details of the Whistle Blower Policy have
been disclosed on your Company's website at https://
sakumaexportsltd.com/investors/corporate-policy/WhistleBlowerPolicy.pdf
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of
your Company and its future operations.
AUDITORS:
Statutory Auditors:
Your Company's Auditors, M/s. M. L. Sharma & Co., Chartered
Accountants, who retire at the forthcoming Annual General Meeting of your Company, are
eligible for re-appointment. Necessary resolution for their re-appointment has been
proposed at item no. 4 of the Notice of AGM. Necessary disclosure required to be made in
terms of Regulation 36
(5) of SEBI (LODR) Regulations, 2015 have been given in the Explanatory
Statement of the Notice of AGM forming
part of Annual Report.
The statutory auditors have confirmed their eligibility under Section
141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as
Statutory Auditors of your Company. As required under Regulation 33 of SEBI (LODR)
Regulations, 2015, they have also confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India.
The Statutory Auditors have also furnished a declaration confirming
their independence as well as their arm's length relationship with your Company as
well as declaring that they have not taken up any prohibited non-audit assignments for
your Company. The Audit Committee reviews the independence of the statutory auditors and
the effectiveness of the audit process. The statutory auditors or their representative
attend the Annual General Meeting of your Company.
Statutory Auditors' Observations:
The Report given by the Auditors on the Financial Statements of your
Company is part of the Annual Report. There are
no qualification, observation or adverse remark made by the statutory
auditors in their Audit Report.
Secretarial Audit:
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as Secretarial
Auditors for conducting Secretarial Audit of your Company for the financial year ended
31st March, 2023.
The report of the Secretarial Auditor is attached as "Annexure
C". The Secretarial Audit Report has made the following
qualification:
Non-Transfer of shares on which un-paid dividend is not claimed to
IEPF:
As per Section 124 (6) of the Companies Act, 2013, all shares in
respect of which dividend has not been paid or claimed for seven consecutive years or more
shall be transferred by the Company in the name of Investor Education and Protection Fund
along with a statement containing such details as may be prescribed.'
The Company has not transferred any shares in respect of which dividend
has not been paid or claimed for seven
consecutive years or more to Investor Education and Protection Fund.
Management Response:
The Company has not transferred any shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more to Investor Education and
Protection Fund on account of reconciliation of list of shareholders between the Company
and Bigshare Services Private Limited, Company's Registrar and Share Transfer Agent
and bank.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the statutory auditors nor the
secretarial auditors have reported to the Audit Committee of the Board, under Section 143
(12) of the Act, any instances of fraud committed against your Company by its officers or
employees, the details of which would need to be mentioned in this Report.
COST RECORDS:
The provisions of Section 148 of the Companies Act, 2013 and Companies
(Cost Records and Audit) Rules, 2014 (hereinafter referred to as Rules') in
respect of maintenance an audit of cost records are not applicable to Company.
COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors affirms that your Company has complied with the
applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of
India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and
General Meeting, which have mandatory application during the year under review.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return in Form MGT - 9 of your Company for the financial year ended
31st March, 2023 is annexed herewith as "Annexure D".
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS:
The Audited Consolidated Annual Financial Statements of your Company
for the financial year 2021 22 are prepared in compliance with the applicable
provisions of the Companies Act, 2013, including Indian Accounting Standards specified
under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial
Statements together with the Auditors' Report thereon forms part of the Annual
Report.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the Financial Statements of each of the subsidiaries in the
prescribed Form AOC 1 are provided at Point 14 of the Boards Report which forms
part of the Annual Report.
The Audited Annual Financial Statements of the subsidiaries are
available for inspection by the Members at the Registered Office of your Company pursuant
to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide
free of cost, a copy of the Financial Statements of its subsidiary companies to the
Members upon their request. The financial statements are also available on the website of
your Company at https://www.sakumaexportsltd.com/overseas-financial- results.html.
GREEN INITIATIVES:
In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide
its circular no. 17 / 2020 dated 13th April, 2020, circular no. 20 / 2020 dated 5th May,
2020 and circular No. 10/2022 dated 28th December, 2022 and SEBI vide its circular bearing
reference no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and no.
SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 5th January, 2023 has dispensed with the requirement
of sending hard copy of full annual report to the shareholders.
Electronic copies of the annual report for the financial year 2022
23 and notice of the 18th Annual General Meeting (AGM) are sent to all members
whose email addresses are registered with your Company / Depository Participant(s).
Members who have not registered their email address can do so by following the steps as
mentioned in the notes of notice of 18th AGM.
Alternatively, if they need the soft copy of the annual report, they
are requested to download the same from the website of the Company i.e.
www.sakumaexportsltd.com or from the website of National Stock Exchange of India Limited
(NSE) i.e. www. nseindia.com and BSE Limited (BSE) i.e. www.bseindia.com or write to the
Company at companysecretary@sakumaexportsltd. com.
Your Company provides e-voting facility to all its members to enable
them to cast their votes electronically on all resolutions set forth in the Notice. This
is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Amendment Rules, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015,
report on "Management Discussion and Analysis"
is attached and form part of this Annual Report.
CORPORATE GOVERNANCE:
The Board of Directors affirm their continued commitment to good
corporate governance practices. During the year under review, the Company has complied
with the provisions relating to corporate governance as provided under the Listing
Regulations. The compliance report together with a certificate from the Company's
Secretarial Auditors, M/s. P. P. Shah & Co., Practicing Company Secretaries confirming
the compliance is provided in the Report on Corporate Governance, which forms part of the
Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company firmly believes in providing a safe, supportive and
friendly workplace environment a workplace where our values come to life through
the supporting behaviours. Positive workplace environment and a great employee experience
are integral part of our culture. Your Company believes in providing and ensuring a
workplace free from discrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual
harassment and in the event of any occurrence of an incident constituting sexual
harassment, your Company provides the mechanism to seek recourse and redressal to the
concerned individual subjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance Handling
Policy in place to provide clarity around the process to raise such a grievance and how
the grievance will be investigated and resolved. An Internal Complaints Committee has been
constituted in line with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
No complaint was raised and pending as on 01stApril, 2022 and no
complaint has been raised during the financial year ended
31stMarch, 2023.
MANAGING DIRECTOR & CFO CERTIFICATION:
The Certificate from Mr. Saurabh Malhotra, Chairman and Managing
Director and Mr. Devesh Mishra, CFO pursuant to provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, for the year under review was placed
before the Board of Directors of your Company at its meeting held on 25th May, 2023. The
certificate is attached and form part of this Report.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:
Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company
Secretaries, has issued a certificate as required under the SEBI (LODR) Regulations, 2015,
confirming that none of the Directors on the Board of your Company have been debarred or
disqualified from being appointed or continuing as Director of companies by the SEBI /
Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached
and form part of this Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company
Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended
31stMarch, 2023 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which
covers a broad check on compliance with the applicable SEBI Regulations and circulars /
guidelines issued thereunder on an annual basis. The said Report has been filed with
National Stock Exchange of India Limited and BSE Limited on 29th May, 2023.
INSOLVENCY AND BANKRUPTCY CODE:
No application has ever been filed against the Company under the
Insolvency and Bankruptcy Code, 2016.
ONE TIME SETTLEMENT WITH BANKS:
The Company has not made any settlement with the banks or financial
institutions.
LISTING WITH STOCK EXCHANGES:
Your Company is listed with National Stock Exchange of India Limited
and BSE Limited. Your Company has paid the listing
fees to each of the Exchanges.
ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of your Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere
appreciation to all employees of your Company for their unstinted commitment and continued
contribution to your Company.
CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion
& Analysis describing your Company's objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement.
For and on behalf of the Board of Directors
of Sakuma Exports Limited
Saurabh Malhotra
Place: Mumbai Chairman & Managing Director
Date: 25th May, 2023 DIN: 00214500
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