As on: Apr 24, 2024 01:02 PM
To,
The Members of Shri Venkatesh Refineries Limited
Your directors have pleasure in presenting the 21st Annual Report and Audited Statement of Accounts for the year ended 31st March 2023.
1) Financial Summary or Performance of the Company :
The Financial result as above :
(Amount in Lakhs `)
PARTICULARS
2) Details of CompanyAffairs
Your company has achieved a total income of 62,912.23lakhs during the year under review as against 61,195.23 lakhs in the previous financial year. The net profit after tax of the company for the year under review is1433.51lakhs as against 1,407.25lakhs for the previous year.
Future Outlook:
Your Company is now a BSE listed entity and aims to provide even more better service and it will have more market visibility and shall help in the growth of the Company.
Your Company has a robust and sustainable business model and is confident of the medium to long-term growth prospects in edible oils such as Soya oil, Sunflower oil, Palm oil and other seasonal oil as per consumer requirement. Your Company's businesses will continue to register healthy growth in revenue and margins.
Your Company is taking all necessary steps to utilize manufacturing capacity, energize human resource asset, drive cost efficiency and improve margins. Your Company is positive on better financial and strategic performance outcomes in the current year
3) Transfer to Reserves :
The Company has transferred Rs. 1433.51to Reserves for the financial year 31st March,2023 as perAudited financial statements.
4) Change in nature of business :
There is no change in nature of business during the financial period.
5) Share Capital :
I) Authorised Capital
During the year, Company's Authorised Capital is Rs 15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000 Equity shares of Rs. 10/- (Rupees ten) each.
II) Paid Capital :
The Company's issued, subscribed &paid up Capital is Rs. 11,05,96,640/- (Rupees Eleven Crores Five Lakhs Ninety – Six thousand Six hundred and forty only) divided into 1,10,59,664 (One crore ten lakhs Fifty-Nine thousand six hundred and Sixty-four)Equity shares of Rs.10/- (Rupees ten).
6) LISTING OF THE SHARES
The Equity Shares of the Company are presently listed at BSE Ltd. Further the Company has paid listing fees to BSE Ltd. for the year 2022-2023.
7) Dividend :
The Board has recommended 10% dividend on face value of !10/- each as final dividend for the Financial Year 2022-23.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company's website on
8) Material Changes during Financial Year :
There have been no material changes and commitments, if any affecting the financial position of the company which have been occurred between the ends of the financial year of the company to which the financial statements relates and the date of report.
9) Deposits :
The Company has not invited/ accepted any deposits from the public during the year ended 31st March 2023. There were no unclaimed or unpaid deposits as on 31st March 2023.
10) Holding & Subsidiary Company :
As on 31st March 2023, the Company does not have any subsidiary. Neither the Company is subsidiary of any holding company.
11) Extract ofAnnual Return :
The Form No. MGT-9 for FY 2022-23 is uploaded on the Company's website.
12) StatutoryAuditor &Audit Report :
M/s. JOSHI & SHAH, Chartered Accountants, shall act as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2024.
The Statutory Auditor have submitted their Audit Report which contains no Qualification. The observation made in the Auditor's Report are self-explanatory and do not call for any further comments u/s. 143(3)(f) of the CompaniesAct, 2013.
13) Disclosure regarding Issue of Equity Shares with Differential Rights :
Company has not issued Equity shares with Differential voting Rights till the date.
14) Disclosure regarding issue of Employee Stock Options :
Company has not issued Employee stock options to any of its employee till the date from incorporation of the company.
15) Disclosure regarding issue of Sweat Equity Shares :
Company has not issued Sweat Equity shares to any of its employee, directors or managers till the date from incorporation of the company.
16) Number of Meeting of the Board:
The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. During the Financial year 2022-23, The Boardmet 4 times during the Financial Year 2022-23 on :
Sr. Nos
Notices of the meeting with the agenda along with necessary details were sent to the Directors in time. The data of attendance record of the Directors at the Board Meetings held during the Financial Year ended on March 31, 2023. The attendance of the Director at the above-mentioned board meeting is listed below:
Name
Designation
17) Details of Directors or Key Managerial Personnel :
During the year under review, Following are the changes in the Management of the Company :
In accordance with the provisions of section 152 of the act, Mr. Shantanu Kabre director retires by rotation at the forthcoming annual General meeting and, being eligible offers himself for reappointment. The Board recommends his re-appointment for the consideration of the members of the Company at the forthcoming annual General meeting. Brief profile of Mr. Shantanu Kabre has been given in the notice convening the annual General meeting.
Mr. Yogesh Nandi has been reappointed as an Director (Non-Executive, Independent) by the Members atAnnual General Meeting held on 30th September 2022.
18) Corporate Social Responsibility :
In accordance with the provisions of Section 135 of the Companies Act, 2013 and rules framed there under, your Company has a Corporate Social Responsibility (CSR) Committee of Directors duly constituted, comprising Mrs. Anisha Pandey (Chairman), Ms Sushmita Lunkad and Mr. Yogesh Nandi and framed Policy for CSR indicating the activities to be undertaken by the Company.
The Company contributes progressively to the socio-economic and environmental advancement of the planet with 'Corporate Social Responsibility' ("CSR") at the very core of its existence. To meet its goals, the Company drives its corporate social responsibility agenda through its CSR arm.
The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as specified under Schedule VII of the Act, which has been approved by the Board. The CSR Policy may be accessed on the Company's website athttp://richsoya.in/storage/documents/investor/ policies/csr-policy-648972424e41f.pdf
The annual report on CSR showing initiatives undertaken by the Company during the year under review containing particulars as specified under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure-V to the Reports.
19) Directors Responsibility Statement :
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, and as prescribed under section 134(5) of the Companies Act, 2013 it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year ended 31st March,2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) The directors had 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 as at 31st March 2023 and of the profit and loss of the company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 21Companies Act, 2013 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; and
(v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(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.
20) Declaration by Independent Directors :
The Company has received the necessary declaration from each of the independent directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the CompaniesAct, 2013.
21) Company's Policy 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 :
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board, the Board has formulated Policies on Directors' appointment and remuneration. This Policy includes criteria for selection of Directors, determining their qualifications, positive attributes, remuneration and independence of Directors, evaluation process for performance of Directors, key evaluation criteria and other matters.
The directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of Independent directors shall be continued with the Company.
22) Particulars of Loans, Guarantees or Investments under Section 186 :
The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.
23) Particulars of Employee :
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
24) Details in respect of adequacy of Internal Financial controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014.
The Company has in place adequate internal financial controls with reference to financial statements.All the transactions are properly authorized and recorded. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in financial statements. The Internal Audit is conducted by outside auditing firms which evaluate the functioning and quality of internal controls and check; and provides assurance of its adequacy and effectiveness. The Internal Audit Reports are actively reviews by the Audit
Committee and adequate remedial measures, if any, are taken. The Internal Audit Reports are also reviews by the Board of Directors periodically. During the year, no reportable material weaknesses in the design or operations were observed.
25) 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 such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
26) Related Party Transactions :
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Related party transactions attached as perAOC-2 (Annexure-1).
27) SecretarialAudit Report :
The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, had appointed31st May 2023 Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2022-23. The Secretarial Audit Report for the FY 2022-23 is annexed to this Directors' Report (Annexure-2)
28) Audit Committee :
The Company has constituted audit committee. All recommendations of Audit Committee were accepted by the Board of Directors The Audit Committee as on March 31, 2023 comprises of the following Directors: .
a) Anisha Sheshnath Pandey b) Sushmita Swarup Lunkad c) Yogesh Sanjeev Nandi
29) CostAuditors :
The Board of Directors has re-appointed M/s. S. C. Mawalankar & Associates (FRN No. 100229) Cost Accountants, as the Auditors of the Cost records of the Company for the Financial Year 2022-23. Also the Board of Directors of the company are authorize to fix their remuneration."
30) Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees:
Since the paid up capital of the company is less than 25 Crores, this clause is not applicable to the company.
31) Nomination & Remuneration Committee Policy :
The Company has constituted Nomination and Remuneration committee. The Nomination and Remuneration committee as on March 31, 2023 comprises of the following Directors: .
a) Anisha Sheshnath Pandey
b) Sushmita Swarup Lunkad
c) Yogesh Sanjeev Nandi
This Policy includes criteria for selection of Directors, determining their qualifications, positive attributes, remuneration and independence of Directors, evaluation process for performance of Directors, key evaluation criteria and other matters (Annexure-3).
32) Disclosure on Establishment of a Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed and adopted a Whistle Blower Policy. The policy enables the employees to report instances of unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by theAudit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The Whistle Blower Policy/Vigil Mechanism is available on the website of the Company.
33) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal )Act, 2013 :
As required by Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. It's Redressal for the benefit of its employees, during the year under review no complaints were reported to the board.
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
34) Fraud Reporting (Required by CompaniesAmendment Bill, 2014) :
Their are no such fraud which need to be been reported to theAudit Committee.
35) Risk Management Policy :
The Company has formulated the Risk Management Policy which indicates Company's standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm.
36) Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earnings & Outgo:
As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in theAnnexure to this Report.
37) Corporate Governance
The Company being listed on the BSE SME Platform is exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligation disclosure requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.
38) Appreciation :
The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.
BY ORDER OF THE BOARD OF DIRECTORS
[Dinesh Ganpati Kabre]
[Anil Ganpati Kabre]
DIRECTOR
DIN 00316013
DIN 00316035
Place : Erandol
Date : 06/09/2023