To
The Members of
SUPER CROP SAFELIMITED
Your directors are pleased to present the 38thAnnual Report
together with the audited accounts of the company for the year ended on 31st
March, 2025. The summarized financial results for the year ended 31stMarch,
2025 are as under:
FINANCIAL HIGHLIGHTS:
(Rs.in Lakh)
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Revenue from operations |
4539.37 |
3124.99 |
| Other income |
3.77 |
5.83 |
Total Income |
4543.14 |
3130.82 |
| Less: Total Expenses before Depreciation,
Finance Cost and Tax |
4105.61 |
2727.39 |
Operating Profits before Depreciation,
Finance Cost and Tax |
437.54 |
403.44 |
| Less: Finance cost |
181.90 |
206.72 |
| Less: Depreciation |
50.92 |
57.20 |
Profit / (Loss) Before Tax |
204.72 |
139.52 |
| Less: Current Tax |
-- |
-- |
| Less: Deferred Tax Liabilities/ (Assets) |
11.67 |
(6.37) |
Profit/ (Loss) after tax (PAT) |
216.39 |
133.15 |
OPERATIONS
During the year under report, sales of the company have increased by
45.26%, Rs. 4539.37 Lakh (Previous Year Rs. 3124.99 Lakh).
Revenues
Total Income from Operations increased by Rs. 1412.32 Lakh, from Rs.
3130.82 Lakh to Rs. 4543.14 Lakh in FY 2024-25, increased by 45.11%(In Accordance with the
Indian Accounting Standards - 18 on revenue and Schedule III of the Companies Act, 2013,
unlike excise duties, levies like GST, VAT etc. are not part of the Revenue. Accordingly,
the figures are not strictly relatable previous year figures.).
Profits
Earnings before Depreciation Interest and Taxes (EBDIT) have been
increased by Rs. 36.05 Lakh from Rs. 390.63 Lakh to Rs. 426.68 Lakh in FY 2024-25,
increased approx. by 9.23%. Profit before Tax (PBT) increase by Rs. 65.2 Lakh from Rs.
139.52Lakh to Rs. 204.72 Lakh in FY 2024-25, increased approx. by 46.73%. Profit after Tax
(PAT) increase by Rs. 83.24 Lakh from Rs. 133.15 Lakh to Rs. 216.39 Lakh in FY 2025-26,
increased approx. by 62.52%. Members are aware that changes were introduced by your
directors in marketing strategy a few years back and since then performance of the Company
is improving, which have resulted in strengthening the financial position of the Company.
The encouraging results are before you. Your Company has done very well even during the
depression in the country and overseas market.
DIVIDEND:
With a view to plough back the profits for better working of the
company, your directors do not recommend any Dividend for the year. This will also result
in strong capital base of the Company.
TRANSFER TO RESERVES
The company do not transfer any amount from Profit & Loss Account
to General Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 and 125 of the Companies Act, 2013 ("The
Act") read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules,2016 ("The Rules"), all unpaid or unclaimed
dividends are required to be transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central Government, after completion of seven
years. Further, according to the Rules, the shares in respect of which dividend has not
been paid or claimed by the Members for seven consecutive years or more shall also be
transferred to the demat account created by the IEPF Authority.
In the interest of the shareholders, the Company sends periodical
reminders to the shareholders to claimtheir dividends in order to avoid transfer of
dividends/shares to IEPF Authority.The Company had also advertised in the newspapers
seeking action from the Members who have not claimed their dividends for seven consecutive
years or more. Accordingly, the Company has transferred such unpaid or unclaimed dividends
and corresponding shares up to the Dividend for the Financial Year ended 31 March 2018. In
light of the aforesaid provisions, the Company has during the year under review,
transferred to IEPF the unclaimed dividends, outstanding for 7 consecutive years, of the
Company, Further, shares of the Company, in respect of which dividend has not been claimed
for 7 consecutive years or more from the date of transfer to unpaid dividend account, have
also been transferred to the demat account of IEPF Authority. The details of unclaimed
dividends and shares transferred to IEPF during FY 2024 are as follows:
Financial year |
Amount of unclaimed dividend to be
transferred |
Number of shares to be transferred |
|
(In Rs. lakh) |
|
2017 |
2.11 Lakh |
26,365 |
2018 |
1.90 Lakh |
26,365 |
| TOTAL |
4.01 Lakh |
52,730 |
Members/claimants whose shares, unclaimed dividend, have been
transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the
shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5
(available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF
Authority from time to time. The Member/claimant can file only one consolidated claim in a
Financial Year as per the IEPF Rules. The Company will be transferring the Final Dividend
and corresponding shares for the Financial Year ended 31 March 2018 on or before 24,
October 2025. Members are requested to ensure that they claim the dividends and shares
referred above, before they are transferred to the said Fund. Due dates for Transfer of
Unclaimed Dividend to IEPF are provided in the Report on Corporate Governance. Details of
shares/shareholders in respect of which dividend has not been claimed, are provided on our
website at www.supercropsafe.com The shareholders are therefore encouraged to verify their
records and claim their dividends of all the earlier seven years, if not claimed.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business during the
financial year 2024-25.
DEPOSITS
The Company has not accepted any Deposits, within the meaning of
section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
during the year under review, hence it is not required to comply with the requirement
under the Companies (Accounts) Rules, 2014.
CHANGE IN SHARE CAPITAL
During the year 2024-25, there were No Changes in Share Capital of the
Company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT RIGHTS
The company has not issued any equity shares with differential voting
rights during the financial year and it is therefore not required to make disclosures
specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The company has not issued any Sweat Equity Shares during the financial
year and it is therefore not required to make disclosures specified in Rule 8 (13) of
Companies (Share Capital and Debenture) Rules, 2014.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION
The company has not issued any shares under Employee Stock Option
Scheme during the financial year and it is therefore not required to make disclosures
specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.
EXTRACT OF ANNUAL RETURN
The Annual return pursuant to section 92(3) of the Companies Act, 2013
is available on the website of the Company, www.supercropsafe.com.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE
A calendar of Meetings was prepared and circulated in advance to the
Directors.
During the year under review Five Board Meetings were held on 05th
June, 2024, 10th August, 2024, 30th October, 2024, 21st
December, 2024 and 14thFebruary, 2025 respectively and one Independent
Directors' meeting was held on 14thFebruary, 2025 and
Four Audit Committee Meetings were convened on 05th June,
2024, 10th August, 2024, 30th October, 2024and 14thFebruary,
2025 respectively. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the financial statement (Please
refer to Note to the financial statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
ANNEXURE-I
Pursuant to provision of Section 188 of the Companies Act, 2013 all the
related party transactions entered into during the financial year under review were in
ordinary course of business and on an arm's length basis. There were no materially
significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Accordingly, information in form AOC-2 is not
annexed. All Related Party Transactions are placed before the Audit Committee and the
Board for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are placed before the Audit Committee and the
Board of Directors for their review and approval on a quarterly basis. Your attention is
drawn to the Related Party disclosures set out in Note no 35 of the Notes forming of the
Account.
ISO AND OTHER CERTIFICATION
The Company's manufacturing facilities at Himatpura (Bilodra), Ta.
Mansa, Dist: Gandhinagar continue to be certified to the latest version of ISO 9001:2015,
ISO 14001:2015, HACCP and GMP by leading International Certification Company. The Company
is also holding valid FSSAI, Organic Certificate and GPCB consents from Government
authorities. These certifications indicate our commitment in meeting in a sustainable
manner Global Quality, Environment, Health, and Safety Standards.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement highlighting details of the conservation of energy,
technology absorption, and foreign exchange earnings and outgo, in accordance with section
134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as
Annexure II.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments affecting financial
position of the company which have occurred between the end of financial year and date of
report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, Company does not have any subsidiary
company and none of the companies has become or ceased to be Company's subsidiaries,
joint ventures or associate companies.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, none of the companies have become or
ceased to be Company's subsidiaries, joint ventures or associate companies, therefore
Report on the performance and financial position of each of the subsidiaries, associates
and joint venture companies is not requiring to be given.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Sections 149, 152 and other applicable provisions, if any,
of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by
rotation, shall retire every year and, if eligible, offer themselves for re-appointment at
every AGM. The brief resume of the Directors being appointed/ reappointed, the nature of
their expertise in specific functional areas, names of companies in which they have held
Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are
furnished in the explanatory statement to the notice of the ensuing AGM. Pursuant to the
provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement
on declaration given by Independent Directors under Section 149(6) of the Act, the Board
hereby confirms that all the Independent Directors of the Company have given a declaration
and have confirmed that they meet the criteria of independence as provided in the said
Section 149(6).
Key Managerial Personnel
| The Key Managerial Personnel (KMP) in the
Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows: |
|
| Mr. Nishant Nitinbhai Patel |
: Managing Director |
| Mr. Ishwarbhai Baldevdas Patel |
: Chairman and Whole Time Director |
| Mr. Narendrasinh Manubha Zala |
: Executive Director |
| Mr. Ishwarbhai Baldevdas Patel |
: CEO |
| Mr. Nishant Nitinbhai Patel |
: CFO |
| Ms. Hiral M Patel |
: Company Secretary |
During the year under review there was no change in the office of any
KMP.
Declaration by Independent Director
As per the requirements of the Companies Act, 2013, the company being a
listed company require to appoint independent Directors. Therefore, requirement for
obtaining Declaration by the Independent Directors pursuant to section 149 (6) Companies
Act, 2013 is applicable to the Company. List of the Independent directors:
| 1) Mr. Gopal Bhatt |
| 2) Ms. Kalpanaben Jigneshbhai Pandya (up to 10th
August, 2024) |
| 3) Mr. Mahendrasingh Rao (up to 21st December,
2024) |
| 4) Mr. Brijesh Palsana (From 21st December,
2024) |
| 5) Ms. Babita Chandran Kuruvgatti (From 10th
August, 2024) |
The Independent Directors have submitted the declaration of
Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating
that they meet the criteria of independence as provided in sub section (6) and Regulation
16 (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) read with
section 134(5) of the Companies Act, 2013, the Board of Directors states that:
1) In the preparation of the annual financial statements for the year
ended March 31, 2025, the applicable accounting standards have been followed and that no
material departures have been made from the same, if any;
2) The Directors had selectedsuch accounting policies 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 the
Company as at March 31, 2025 and of the profit of the Company for the year ended on that
date.
3) The Directors had takenproper 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 the Company and for preventing and
detecting fraud and other irregularities;
4) The Directors had prepared the annual accounts for the year ended
31st March, 2025 on going concern basis;
5) The Directors had laid downthe internal financial controls to be
followed by the Company and that such Internalfinancial controls are adequate and were
operating effectively; and
6) The Directors had devised propersystems to ensure compliance with
the provisions of all applicable laws were in place and were adequate and operating
effectively.
INDUSTRIAL RELATIONS
Our employees are the most valuable assets of the Company. We encourage
innovation, meritocracy and the pursuit of excellence. The human resource development
function of the Company is guided by a spirit of corporate team building and dedication
towards strengthening the Company's systems thereby improving efficiencies and
registering growth. All personnel continue to have a healthy, cordial and harmonious
approach in problem solving and enhancing Company value at all levels. Despite uncertain
economic conditions, the enthusiasm and unstinting efforts of the employees have enabled
the Company to maintain leadership in its business areas. The relationship with the
workmen and staff remained cordial and harmonious during the year and the management
received full cooperation from the employees. During the year, extensive training and
developmental activities were undertaken, both in-house and out-bound for the employees.
Various efficiency and quality improvement initiatives, including some functional and
behavioural training programs were undertaken. The total number of employees as on 31st
March, 2025 was 50.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided upon request. In terms of Section
136 of the Act, the Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars which is available for
inspection by the Members at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
MANAGERIAL REMUNERATION
The Company believes its employees are its biggest assets and aligns
its compensation and benefits towards rewarding employees in line with its Rewards policy.
The Company focuses on being market aligned as well as differentiate basis performance to
drive a high-performance culture. The Company believes that by means of the variable pay
plan the Company is able to link a portion of compensation to the individual and business
performance which creates a strong positive reinforcement. It also ensures that the
employees of the Company are rewarded only when the shareholders' goals are met. The
Company's variable pay plan, therefore, links the variable pay to both individual
performance and business results such as sales growth and operating profits.
The company believes in balancing the competitiveness of pay as well as
sustainability of the associated costs for the organization. The salary increases for this
year were aimed at maintaining the pay competitiveness with market as well as performance
of the Company. The information required pursuant to Section 197 read with Rule, 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company and Directors, is attached herewith as Annexure II.
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 has not received any significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status and
Company's operations in Future.
INSURANCE
The Company has taken adequate insurance to cover the risks to its
people, plants and machineries, buildings and other assets.
RISK MANAGEMENT POLICY
The Company has taken sufficient insurance for the properties against
risks of fire, strike, riot and earthquake. All the Assets of the company including
Inventories, Buildings, and Machinery are adequately insured. The Company has laid down a
Risk Management Policy and identified threat of such events which if occurs, will
adversely affect either/or, value to shareholders, ability of Company to achieve
objectives, ability to implement business strategies, the manner in which the Company
operates and reputation as "Risks". Further such Risks are categorized in to
Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried
out to identify, evaluate, manage and monitoring all the three types of risks.
ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Companies Act 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance
evaluation was carried out as under:
Board
In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the Board of Directors evaluated the performance of the Board,
having regard to various criteria such as Board composition, Board processes, Board
dynamics etc. The Independent Directors, at their separate meetings, also evaluated the
performance of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.
Committees of the Board
The performance of the Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee was evaluated by the Board having
regard to various criteria such as committee composition, committee processes, committee
dynamics etc. The Board was of the unanimous view that all the Committees were performing
their functions satisfactorily and according to the mandate prescribed by the Board under
the regulatory requirements including the provisions of the Act, the Rules framed there
under and the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Individual Directors
1) Independent Directors: In accordance with the criteria
suggested by The Nomination and Remuneration Committee, the performance of each
independent director was evaluated by the entire Board of Directors (excluding the
director being evaluated) on various parameters like preparedness, participation, value
addition, focus on governance and communication. The Board was of the unanimous view that
each independent director was brought his / her rich experience to the deliberations of
the Board. The Board also appreciated the contribution made by all the independent
directors in guiding the management in achieving higher growth and concluded that
continuance of each independent director on the Board will be in the interest of the
Company.
2) Non-Independent Directors: The performance of each of the
non-independent directors (including the Chairperson) was evaluated by the Independent
Directors at their separate meeting. Further, their performance was also evaluated by the
Board of Directors. The various criteria considered for the purpose of evaluation included
transparency, business leadership, people leadership, focus on governance, communication,
preparedness, participation and value addition. The Independent Directors and the Board
were of the unanimous view that each of the non-independent directors was providing good
business and people leadership.
CORPORATE SOCIAL RESPONSIBILITY
Under Section 135 of the Companies Act, 2013 the provision of Section
135 (1) is applicable to the company, about formation of Corporate Social Responsibility
Committee from the financial year 2018-19. During the year under review, as per Section
135 (1) of the Companies Act, 2013, Company constituted a CSR Committee. The Committee
looks after implementation and monitoring of the CSR policy are in compliance with CSR
objectives and CSR policy of the Company. Nishant N Patel as the Chairman, Mr. Ishwarbhai
B Patel, Ms. Kalpanaben J Pandya (up to 10th August, 2024) and Ms. Babita
Chandran (From 10th August, 2024) as the other two members. During the
Financial year 2024-25, Committee met for one time on 14thFebruary, 2025 and
the same was attended by all the members.
The committee finalized a policy for the purpose of activities to be
carried out for CSR and decided to explore the proper channel through which the activities
can be carried out and necessary amount could be spent. During the year, the company is no
requiring spending any amount towards CSR.
AUDIT COMMITTEE
The Company has constituted the audit committee as per requirement of
section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of
Board and its Powers) Rules,2014 and Regulation 18 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 being a Listed company. During the year under
review, the board has accepted all recommendations of audit committee and accordingly no
disclosure is required to be made in respect of non-acceptance of any recommendation of
the audit committee by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted the Stakeholders Relationship Committee as
per requirement of Section 178(5) of the Act, and Regulations 20 of the Listing
Regulations being a listed company. The Committee comprises of Ms. Kalpanaben J Pandya(up
to 10th August, 2024) and Ms. Babita Chandran (From 10th August,
2024) as the Chairperson, an Independent Director, Mr. Ishwar Bhai B Patel and Mr. Nishant
N Patel as the other two members. The Committee inter alia, looks into redressing the
grievances of the Security holders of the Company viz. non-receipt of transferred shares
and non- receipt of dividend, among others. During the Financial Year2024-2025, the
Committee met for four times on 05th June, 2024, 10th August, 2024,
30th October, 2024and 14thFebruary, 2025and the same was attended by
all the members of the Committee.
VIGIL MECHANISM
As per provisions of section 177(9) of the Act read with regulation
22(1) of Listing Regulations, the Company is required to establish an effective vigil
mechanism for directors and employees to report genuine concerns. The Company has a policy
for prevention, detection and investigation of frauds and protection of whistle-blowers
("Whistle-blowers Policy") in place. Detailed policy for Whistle blower is
available at www.supercropsafe.com.
NOMINATION AND REMUNERATION COMMITTEE
The company has constituted Nomination and Remuneration Committee
pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies
(Meetings of Board and its Powers) Rules, 2014 being a listed company. The Committee
comprises of all independent directors, Ms. Kalpanaben J Pandya (up to 10th
August, 2024) and Ms. Babita Chandran (From 10th August, 2024), Mr. Mahendra
Singh Rao, and Mr. Gopal Bhatt as the other two members. The Board has, on the
recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. During
the year under review the there are Two meeting of the Committee Members held on 10th
August, 2024 and 21st December, 2024.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
Your Company has put in place governance practices as prevalent
globally. The Corporate Governance Report and the Auditor's Certificate regarding
compliance of conditions of Corporate Governance are made part of the Annual Report.
ENVIRONMENTAL HEALTH, SAFETY AND PROTECTION
The Company gives highest importance to Health, Safety and Environment,
and encourages and promotes safety awareness in true letter and spirit as an integral part
of its work culture. Process Safety Management is an integral part of all changes taking
place in the process. Onsite emergency plans have been reviewed and updated by all
divisions. Periodic mock drills are conducted at various divisions and reports indicate
improved preparedness of employees. To further strengthen the safety of overall operations
and to promote a positive safety culture and transparency, your Company has introduced
site specific Behavioural Based Safety process at all its manufacturing locations and
substantially invested for the improvement of process safety. Apart from employees, the
contractors and workmen are also given exhaustive training on safety, first-aid and
fire-fighting. A green belt in and around the factory premises has been maintained to
enhance eco-friendliness.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under. During the year, no complaint with allegations of sexual
harassment was received by the Company and hence no complaints remain pending as of 31stMarch,
2025.
STATUTORY AUDITORS
At the Annual General Meeting held on September 30, 2023, M/s
Parimal S. Shah & Co., Chartered Accountants (Firm Registration No. 107591W), were
appointed as statutory auditors of the Company, to hold office till the conclusion of the
Annual General Meeting to be held in financial year 2026-27 (40thAGM). In terms
of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the
auditors shall be placed for ratification at every Annual General Meeting. Accordingly,
appointment of M/s Parimal S. Shah & Co., Chartered Accountants as Statutory
Auditor of the Company, is placed for ratification by the shareholders"
The Auditor's Report for fiscal 2025 does contain observations,
qualification, reservation or adverse remark.
STATUTORY AUDITORS REPORT
The observations made by the auditors in their report read with the
relevant notes as given in the notes to the financial statements for the year ended 31st
March 2025 are self-explanatory and are with observations and adverse remarks. Statutory
Auditors have given observation in their report in respect of material uncertainty related
to going concern on the basis of the non-payment or delayed payment of certain statutory
dues. The auditors, while referring Note No. 31 of Notes to Accounts relating to expected
credit loss and an amount of statutory dues payable as on 31st March, 2025 of Rs. 359.52
lakh (Rs. 352.26 lakhs for the year ended 31st March, 2024) are still pending to be
payable. However, the accompanying Ind AS financial statements have been prepared on going
concern basis, as the management is confident on the Company's ability to continue as
going concern for a foreseeable future in view of revised business strategy and the
performance improvement measures taken by the management. Statutory auditors have observed
in their report that "In our opinion and according to the information and
explanations given to us, the Company has accepted deposits from followings or amounts
which are deemed to be deposits in contravention of Directives issued by Reserve Bank of
India and the provisions of section 73 to 76 or any other relevant provisions of the Act
and the rules framed there under."
Sr Number Name of the Party |
Aggregate Amount received during the year
(Rs in Lacs) |
Balance as at 31st March 2025 (Rs in
Lacs) |
1 Voltrix Inc |
700.28 |
1026.81 |
2 Wherrelzit Solutions Pvt Ltd |
- |
1894.40 |
For accepting above deposits, The Company has not complied with any
provisions of Section73 to 76 of The Act. sHowever, no notice or orders have been passed
in this regards by any statutory authority and no documents were available for our
verification in this regards for forming further opinion on the same.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Jitendra Leeya, (Membership No. A31232 and COP No.
14503), practicing Company Secretaries, to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure -V".
Secretarial Audit report contain following observations made by the
secretarial auditor;
(A) Company does not maintain a functional website containing the basic
information as well as other information as per the requirement of Regulation 46 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, however, the Company had given assurance that company will take
necessary action to make website functional on urgent basis.
(B) The company has defaulted under various regulations/clauses of SEBI
(LODR) during the year from time to time and was required to pay penalty imposed by BSE.
We were informed that the company has also preferred an application for waiver of penalty
in some of the cases which are pending for disposal at the end of BSE. The same has
already been reported in the Secretarial Compliance Report issued under Regulation 24 of
SEBI (LODR).
(C) During the year under review, In the matter of SDD Compliance, I
have been informed that the company was maintaining database in EXCEL formats to comply
with SEBI PIT Regulations however with the strict monitoring initiative by Stock
Exchanges, the company acquired software for implementing SDD under SEBI (PIT) Regulations
however the same was partially operational during the year and PCS Certificate relating to
full functionality of SDD Software is yet to be submitted to the exchange to remove tag of
SDD non-compliant company.
(D) During the year under review, various forms related to Investor
Education and Protection Fund (IEPF) were not filed by the Company and also not properly
complied with various provisions of Section 125 of the Companies Act, 2013.
(E) During the year under review, it was observed that Company had not
done timely compliance related to some of the filings of ROC and Stock Exchange and some
of the filings were pending or partially done;
(F) It was observed that Company has made many typographical mistakes
in the Drafting of various statutory documents of the Company and the same were filed with
the ROC/Exchanges and the same was confirmed by the management of the Company.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company
for the year under review.
INTERNAL CONTROL SYSTEM AND ADEQUACY
The Company has established and maintained adequate internal control
framework in line with the Internal Financial Controls ("IFC") requirement
within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013
including financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India (ICAI). The Company
has documented procedures covering all financial and operating functions. These controls
have been designed to provide a reasonable assurance with regard to maintaining of proper
accounting controls, monitoring of operations, protecting assets from unauthorised use or
losses, compliances with regulations and for ensuring reliability of financial reporting.
The Company has continued its efforts to align all its processes and controls with global
best practices in these areas as well. The scope and authority of the Internal Audit (IA)
function is defined in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Auditor
Places Internal Audit reports before the Board of Directors. The Internal Auditor monitors
and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Audit Committee of the Board of Directors regularly reviews the audit plans,
significant audit findings, adequacy of internal controls, compliance with accounting
standards as well as reason for changes in accounting policies and practices, if any.
Based on the report of Internal Auditor, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant Audit observations
and corrective actions thereon are presented before the Board.
COMPLIANCE WITH SECRETARIALSTANDARDS ON BOARD AND GENERALMEETINGS
During the Financial Year, your Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
INFORMATION ON COMPANY'S SHARE PERFORMANCE
The market capitalisation of the Company has increased by 4.46%, Rs.
60.16 Cr against March 31, 2024 Rs. 57.59 Cr. EPS as on March 31, 2025 stands at Rs. 0.54
against Rs. 0.33 as on closing date of last Financial Year. The PE ration as on March 31,
2025 stands at 27.70 against 43.39 as on closing date of last Financial Year.
ACKNOWLEDGEMENT
Your directors place on records their gratitude to the Central
Government, State Governments and Company's Bankers for the assistance, co-operation
and encouragement they extended to the company. We also thank our customers, vendors,
dealers, investors and business partners for their continued support during the year which
made the Company grow successfully. We also place on record our appreciation of the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, co-operation and support.
For, SUPER CROP SAFELIMITED |
|
Date: 14/08/2025 |
|
ISHWARBHAI B. PATEL |
NISHANT N. PATEL |
Chairman |
Managing Director |
[DIN: 00206389] |
[DIN: 09105449] |
|