|
TO THE MEMBERS OF SAKUMA EXPORTS LIMITED
The Directors take pleasure in presenting the Twentieth Annual Report
together with the Audited Annual Financial Statements for the financial year ended 31st
March, 2025. The Management Discussion and Analysis has also been incorporated into this
report.
1. FINANCIAL RESULTS:
Key highlights of standalone and consolidated financial results for
Sakuma Exports Limited for the financial year 2024 25 are tabulated below:
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024 25 |
2023 24 |
2024 25 |
2023 24 |
| Sales & Other Income |
1,93,121.75 |
1,88,495.67 |
2,30,201.94 |
2,14,063.26 |
| Profit Before Depreciation & Tax |
1,984.26 |
2,384.25 |
2,289.76 |
4,792.06 |
| Other Comprehensive Income (Net of Tax) |
6.18 |
(5.76) |
6.18 |
(5.76) |
| Depreciation |
218.45 |
116.34 |
218.45 |
116.34 |
| Profit Before Tax |
1,765.81 |
2,267.91 |
2,071.31 |
4,675.72 |
| Provision for Tax: |
|
|
|
|
| - Current Tax |
513.18 |
585.69 |
538.23 |
628.37 |
| Deferred Tax - |
24.25 |
33.68 |
24.25 |
33.68 |
| - Income Tax of Earlier Years |
21.13 |
23.99 |
21.13 |
23.99 |
| Minority Interest and share of loss of
associate |
|
|
|
|
| Net Profit After Tax |
1,205.17 |
1,626.49 |
1,485.62 |
3,991.62 |
| Add: Surplus from Previous Period |
17,196.63 |
15,687.42 |
34,026.67 |
27,245.42 |
| Profit Available for Appropriation |
18,401.80 |
17,313.91 |
35,512.28 |
31,237.05 |
| Appropriation |
|
- |
|
- |
| Dividend on Equity Shares |
(156.77) |
(117.28) |
(156.77) |
(117.28) |
| Dividend Tax |
- |
- |
- |
- |
| Adjustment relating to Minority Interest |
- |
- |
- |
- |
| Transfer to Statutory Reserve |
- |
- |
- |
- |
| Balance carried to Balance Sheet |
18,245.03 |
17,196.63 |
35,355.51 |
34,026.66 |
There was no revision in the Financial Statements.
2. HIGHLIGHTS OF PERFORMANCE: Standalone Financials:
Total Standalone Turnover for the year increased by 2.45% to Rs.
1,93,121.75 lakhs as compared to Rs. 1,88,495.67 lakhs in previous year.
Total Standalone Profit before Tax for the year was Rs. 1,765.81
lakhs as compared to Rs. 2,267.91 lakhs in previous year,
Consolidated Financials:
Total Consolidated Turnover for the year increased by 7.54% to
Rs. 2,30,201.94 lakhs as compared to Rs. 2,14,063.26 lakhs in previous year.
Total Consolidated Profit before Tax for the year was Rs.
2,289.76 lakhs as compared to Rs. 4,792.06 lakhs in previous year.
Working of Subsidiaries:
The overall performance of 3 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 5,94,000 during the year as against USD 92,12,083 recorded in the previous year. A
decrease in top line on y-o-y basis. Net Profit after tax of this subsidiary for the year
stands at USD 99,878 (Previous Year USD 3,28,037). The performance of another subsidiary
in Dubai namely, Sakuma Exim DMCC subsidiary clocked a turnover of AED 5,12,08,205 during
the year
(Previous Year AED 8,40,01,102). A decline in Net Profit to AED
5,47,335 (Previous year AED 91,61,084). The performance of another subsidiary in London
namely Sakuma Impex Limited at its initial year of business posted a top line of Sterling
Pound 2,33,66,070.62.
3. TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the General
Reserves.
4. DIVIDEND:
Directors have not declared any dividend for the financial year 2024
25.
5. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS:
Sakuma Exports successfully navigated the FY 2024-25 with
reasonable resilience. During this year govt did surprised us by allowing very small
quantities of exports of sugar (about 1 million tonnes) but overall export markets
remained subdued with seldom exports opportunities.
The overall government policies remain committed towards
containing food inflation and balance domestic demand and supply which is impacted
Company's performance during the year.
With global trade remaining volatile due to various global
events, Tariffs and protectionism, we remain committed and agile to keep navigating and
building our businesses on the back of global market understanding and strength of our
leadership in global as well as domestic sugar and other agro commodities trade.
With RBI maintain India's GDP growth projection for the
fiscal year 2025-26 at 6.5%, & to sustain movement of business cycle, The Company wish
to continue to focus on domestic trade of Agri commodities along with exploiting any
opportunity which is presented for exports of sugar in sugar year 2025-26. The Company
continue to maintain distribution centers in the state of Bihar, West Bengal and North
East region contributing to significant growth in the top and bottom line of the Company.
The Company also established supply of maize to multigrain refineries for production of
Ethanol. Your company has also developed robust supply chain business of supply of agri
commodities ( sugar ) to Industrial consumers. These diversifications will help in sustain
the growth in the business of the Company.
Our people are our biggest asset, and we believe that investing in our
people is an investment for the future. We continue to foster a culture that empowers our
people to grow both professionally and personally, alongside the business towards
building a future-ready workforce. Year in retrospect Operational Performance: In the year
under review, the Company achieved on consolidated basis operational revenue of Rs
2,28,955.46 Lakhs and Rs. 2,12,466.01 Lakhs. Overall turnover on consolidated basis was at
Rs. 2,289.55 Crore (Previous year Rs2,124..67 Crore) with EBITDA at Rs. 26.38 Crore
(Previous year Rs. 51.97 Crore). PAT at Rs.14.79 Crore (Previous year Rs. 39.97 4 Crore).
On Standalone basis turnover was at Rs. 1,922.41 Crore (previous year Rs. 1,874.30 Crore)
with EBITDA at Rs 23.33 Crore (Previous year Rs. 27.83 Crore) with PAT at Rs.11.99 Crore
(previous year Rs. 16.32 Crore). Your Company's performance for the year 2024-25 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 3 major subsidiary
Companies in general were not 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 5,94,000 during the year as against USD
92,12,083 recorded in the previous year. A decrease in top line on y-o-y basis. Net Profit
after tax of this subsidiary for the year stands at USD 99,878 (Previous Year USD
3,28,037). The performance of another subsidiary in Dubai namely, Sakuma Exim DMCC
subsidiary clocked a turnover of AED 5,12,08,205 during the year (Previous Year AED
8,40,01,102). A decline in Net Profit to AED 5,47,335 (Previous year AED 91,61,084). The
performance of another subsidiary in London namely Sakuma Impex Limited at its initial
year of business posted a top line of Sterling Pound 2,33,66,070.62.
6. 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, 2025 and date of this report i.e. 26th August,
2025.
7. SHARE CAPITAL:
The paid-up equity share capital as on 31st March, 2025 was Rs.
15,677.19 Lakh.
The Company had offered up to 7,89,84,298 equity shares of face value
of Rs.1 each at a price of Rs. 25.30 per equity share (including Share premium of Rs.
24.30 per equity share) for an amount aggregating Rs. 19983.03 Lakh to the existing
shareholders of the Company on right basis in the ratio of 33 equity shares for every 98
fully paid up equity shares held by the equity shareholders.
The Company has issued Bonus Shares by way of capitalization of
Reserves to the equity shareholders of the Company in the ratio of 4: 1 i.e. 4 (Four) new
fully paid-up equity Shares of Rs. 1 (Rupee One only) each for every 1 (One) existing
fully paid-up Equity Share of Re. 1 (Rupee One only) each
Your Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity. The Promoter and Promoter Group are holding
72,56,81,185 shares equivalent to 46.29% f the total issued and paid-up share capital.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &
PROTECTION FUND:
During the year 2023 24, unclaimed Dividend of Rs. 72,753/-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 2016 17 which
remain unclaimed for a period of 7 years from its due date of payment.
9. 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.
10. DIRECTORS:
1.1 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.
1.2 Changes in the Board of Directors of the Company:
During the financial year 2024 25, there was no change in the Board of
Directors the Company, except for the resignation and appointment of the Company Secretary
of the Company. The term of five years of Mr. Amit Amist Non-Executive Independent
Director was expiring on 12.02.2026 and it is proposed to reappointment him for another
term of five years.
1.3 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.
1.4 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.
1.5 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.
1.6 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: 1. Mr. Saurabh Malhotra
Chairman & Managing Director 2. Mr. Devesh Mishra Chief Financial Officer 3. Ms.
Khyati Jobanputra, Company Secretary and Compliance Officer resigned w.e.f. 14.11.2024 and
in her place Ms. Surbhi Nahata was appointed w.e.f. 06.02.2025 and she resigned w.e.f.
21.07.2025. Ms. Pooja Malhotra was appointed in her place w.e.f. 22.07.2025.
During the financial year, there was no other change(s) amongst key
managerial personnel.
None of the Directors have attained the age of 75 years.
1.7 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.
1.8 Board Meetings:
During the financial year your Company has held 9 (Nine) Board Meetings
which were held on 08.04.2024; 24.05.2024, 30.05.2024; 01.07.2024; 10.08.2024, 14.08.2024;
14.11.2024, 06.02.2025 and 14.02.2025. The maximum interval between any two meetings did
not exceed 120 days. As per Section 167 (1) (b), all the directors have attended at least
one Board Meeting held during the financial year.
11. 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.
12. 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: a) 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; b) 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, 2025 and of the profit of your Company for the year ended on that date; c) 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; d)
that the Annual Financial Statements have been prepared on a going concern basis; e)
that proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively; f) that systems to ensure compliance
with the provisions of all applicable laws were in place and were adequate and operating
effectively.
13. 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.
14. SUBSIDIARY COMPANIES:
As on 31st March, 2025, your Company has following five subsidiaries:
1. Sakuma Exim DMCC
2. Sakuma Exports PTE Limited 3. Sakuma Impex Ltd
4. Sakuma Exports (Ghana) Ltd Step Down Subsidiary 5. Sakuma Exports
Tanzania Pvt. Ltd Step Down Subsidiary 6. 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:
| Sr. No. |
Particulars |
Sakuma Exim DMCC |
Sakuma Exports PTE Limited |
Sakuma Exports (Ghana) Ltd |
Sakuma Exports Tanzania Pvt. Ltd |
GK Exim W.L.L. |
Sakuma Impex Ltd |
1 |
Reporting Period |
Apr - Mar |
Apr - Mar |
Apr Mar |
Apr - Mar |
Apr Mar |
Apr Mar |
2 |
Reporting Currency |
AED |
USD |
GHC |
TZS |
BHD |
UK |
3 |
Country |
U.A.E |
Singapore |
Ghana |
Tanzania |
Bahrain |
USD |
4 |
Exchange Rate |
23.270 |
85.581 |
- |
- |
226.728 |
110.739 |
5 |
Share Capital |
11.59 |
2708.65 |
- |
- |
45.35 |
9425.90 |
6 |
Reserves and Surplus |
17552.66 |
2493.11 |
- |
- |
(22.72) |
65.93 |
7 |
Total Assets |
20566.18 |
5222.90 |
- |
- |
37.47 |
12958.52 |
8 |
Total Liabilities |
20566.18 |
5222.90 |
- |
- |
37.47 |
12958.52 |
9 |
Investment other than Investment in
subsidiary |
45.55 |
- |
- |
- |
- |
- |
10 |
Turnover |
11916.15 |
508.35 |
- |
- |
- |
25,875.33 |
11 |
Profit Before Taxation |
127.36 |
85.48 |
- |
- |
(1.62) |
81.73 |
12 |
Provision for Taxation |
- |
|
- |
- |
- |
15.81 |
13 |
Profit After Taxation |
127.36 |
85.48 |
- |
- |
(1.62) |
65.93 |
14 |
Dividend Paid |
- |
- |
- |
- |
- |
- |
15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR
ASSOCIATE COMPANIES:
There are no companies which have ceased to be its Subsidiaries, Joint
Venture or Associate Companies during the financial year 2024 25.
16. 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.
17. 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. 18. 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]
19. 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.
20. 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: A. 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.
B. Technology absorption, adaptation and innovation:
No expenditure has been incurred by your Company on technology
absorption activities during the year under review.
C. Foreign Exchange Earning & Outgo:
Amount in Lakhs
| Particulars |
2024-25 |
2023-24 |
(a) Expenditure in Foreign Currency |
|
|
| Travelling Expenses |
NIL |
- |
| Ocean Freight |
NIL |
756.68 |
| Import Payment |
13,869.44 |
88,751.16 |
| Storage Warehouse Charges |
188.25 |
- |
| Professional Fees |
23.47 |
65.76 |
(b) Earnings in Foreign Currency |
|
|
| Export of Goods on FOB basis |
30530.75 |
11,0847.44 |
21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The nature of business is export and trading in commodities. The
inherent risks to the business of your company are as follows: a. Foreign Exchange risk b.
Commodity Price risk c. Risk elements in business transactions d. 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.
22. 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 23. 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.
24. AUDITORS: 1.1 Statutory Auditors:
Your Company's Auditors, M/s. M. L. Sharma & Co., Chartered
Accountants are retiring at the forthcoming Annual General Meeting of your Company. It is
proposed to appoint M/s. Ramesh M Sheth & Associates, Chartered Accountants and
necessary resolution for their appointment has been proposed at item no. 3 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.
1.2 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.
1.3 Secretarial Auditor:
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 proposed to re-appoint M/s. Rajeev Bhambri & Associates, Practicing Company
Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for
a term of five consecutive years from financial year 2025-26 to financial year 2029-30 and
necessary resolution for their appointment has been proposed at item no. 5 of the
Notice of AGM..
1.4 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
had appointed M/s. Rajeev Bhambri & Associates, Practicing Company Secretaries, as
Secretarial Auditors for conducting Secretarial Audit of your Company for the financial
year ended 31st March, 2025.
The report of the Secretarial Auditor is attached as "Annexure
C".
The Annual Secretarial Compliance Report for Financial Year 2024-25 is
available at BSE and NSE along with the website of the company at
https://www.sakumaexportsltd.com/annual-secretarial.html
25. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, auditors have not 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.
26. 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.
27. 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.
28. 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 Annual
Return in Form MGT - 7 of your Company for the financial year ended 31st March, 2025 is
available at https://www.sakumaexportsltd.com/annual-return.html
29. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS:
The Audited Consolidated Annual Financial Statements of your Company
for the financial year 2024 25 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.
30. 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 2024 25
and notice of the 20th 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 20th 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.
31. 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.
32. 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. Rajeev Bhambri & Associates, Practicing Company Secretaries
confirming the compliance is provided in the Report on Corporate Governance, which forms
part of the Annual Report.
33. GENERAL:
Your Company firmly believes in providing a safe, supportive and
friendly workplace environment a workplace where our values come to life through the
supporting behaviour. 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.
During the financial year 2024-25, no complaints were received
by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Further, the Company has also complied with all the provisions
relating to the Maternity Benefits Acts, 1961.
All Policies as required under the Act or the SEBI LODR
Regulations are available on the website of the Company
No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company's operations
in future.
No fraud has been reported by the Auditors to the Audit
Committee or the Board.
34. 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 30th May, 2025. The
certificate is attached and form part of this Report.
35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:
Mr. Rajeev Bhambri of M/s. Rajeev Bhambri & Associates, 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.
36. ANNUAL SECRETARIAL COMPLIANCE REPORT:
Mr. Rajeev Bhambri of M/s. Rajeev Bhambri & Associates, Practicing
Company Secretaries, has issued Annual Secretarial Compliance Report for the financial
year ended 31st March, 2025 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, 2025.
37. INSOLVENCY AND BANKRUPTCY CODE:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their
status as at the end of the financial year is not applicable; 38. ONE TIME SETTLEMENT
WITH BANKS:
The Company has not made any settlement with the banks or financial
institutions.
39. 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.
40. 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.
41. 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.
|
By order of the Board |
|
For SAKUMA EXPORT LIMITED |
| Place: Mumbai |
Saurabh Malhotra |
| Date: 26.08.2025 |
Chairman & Managing Director |
|
(DIN:00214500) |
|