Cella Space Ltd Directors Report

To

The Members Cella Space Limited

Your Directors have pleasure in presenting 33^rd Directors Report of your Company together with the Audited Financial Statements and the Auditors Report for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

The summarized financial results for the period under review are as follows: -

Particulars	31st March 2024	31st March 2023
GROSS REVENUE FROM OPERATIONS	777.40	740.50
NET REVENUE FROM OPERATIONS & OTHER INCOME	848.95	781.51
PROFIT BEFORE INTEREST & DEPRECIATION	550.12	539.05
INTEREST	367.75	273.97
DEPRECIATION	143.53	148.14
PROFIT BEFORE EXCEPTIONAL ITEM	38.84	116.94
EXCEPTIONAL ITEM	14.10	-
PROFIT BEFORE TAX	24.74	116.94
CURRENT TAX	1.16	3.30
DEFERRED TAX	-	-
PROFIT / (LOSS) AFTER TAX	23.58	113.64
PROFIT/ (LOSS) OF EARLIER YEARS	-
OTHER COMPREHENSIVE INCOME	1.33	2.03
PROFIT / (LOSS)	24.91	115.67

STATE OF AFFAIRS OF THE COMPANYS AFFAIRS/ CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company earned a Net Profit of Rs. 24.91 lakhs against a Net profit of Rs. 115.67 lakhs in the previous year. There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of business.

DIVIDEND:

Considering the current financial position, the Board of Directors has not recommended any dividend for the financial year 2023-24.

TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the general reserve of the company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures) Requirements Regulations, the Management Discussion and Analysis Report is enclosed as Annexure 1.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed - www.sreekailas.com.

SHARE CAPITAL:

There is no change in the Authorized Capital as well as the Paid-up Share Capital of the Company during the year ended 31^st March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company has sold its Warehouse admeasuring 2.62 lakhs sq. ft including land of 9.56 acres in Edayar Industrial Area to M/s.Kamakhya Industrial & Logistics Park Private Limited for a Gross Sale Consideration of 9,384.66 lakhs, excluding liabilities on 7^th July 2024. The proceeds of the sale are utilized in the following manner:

a) Repayment of existing Loan with HDFC bank

b) Repayment of Interest free rent security deposits received from existing customers

c) Redemption of preference capital

d) Paying back of existing unsecured loans taken from Promoters/Related Parties, Unsecured creditors in part or full as per discretion of the Board

e) Payment to creditors

f) Balance shall be used for investment in new projects after considering the tax implications, if any

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Change in Directorate

There is no changes in the directors of the Company during the period from April 1, 2023 till the date of report:-

a) Reappointments

? No any director was reappointed during the year.

b) Recommendations in the upcoming Annual General Meeting

? Reappointment of Mrs. Rajee Rajkumar (DIN: 00363280) who retires at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Change in Key Managerial Personnel (KMPs)

The following persons constitute KMPs of the Company:-

? Mr. Rajkumar Sivathanu Pillai, Managing Director

? Mr. Visakh Rajkumar, Whole Time Director

? Mr. V N Sridharan, Chief Financial Officer

? Mr. Dhawal Mathur, Company Secretary

There is no change in key managerial personnel during the year.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2023-24	Date of the Meeting
Board Meeting	6	12.04.2023
		19.05.2023
		25.07.2023
		04.11.2023
		14.12.2023
		27.01.2024
Audit Committee	4	19.05.2023
		25.07.2023
		04.11.2023
		27.01.2024
Nomination & Remuneration Committee	1	25.07.2023
Share Transfer Committee	-	-
Stakeholders Grievances Committee	1	27.01.2024

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

PREVIOUS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES THAT HAVE CEASED TO BE SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES OF THE COMPANY:

All three subsidiaries are struck off during FY 2023-24:

1) Sree Adi Sakthi Mukkuttathode Hydro Power Limited has struck off on 24-01-2024. The Special Resolution for EGM was passed on 25.08.2023 and Form STK 2 has been filed on 28.12.2024.

2) Jalashaayi Alamparathodu Hydro Power Limited struck off on 03-04-2024. The Special Resolution for EGM was passed on 29.12.2023 and Form STK 2 has been filed on

22.02.2024.

3) Sree Kailas Palchuram Hydro Power Limited struck off on 23-04-2024. The Special Resolution for EGM was passed on 23.02.2024 and Form STK 2 has been filed on

05.04.2024.

DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:

No significant and material orders passed by the courts or regulators or tribunals.

INTERNAL FINANCIAL CONTROLS:

The internal financial control mechanism in your Company is commensurate with the size of your Company.

COST RECORDS:

The provisions pertaining to maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.

INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC”) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.sreekailas.com

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members

1. Rajee Rajkumar

2. Visakh Rajkumar

The Committee met once in the financial year 2023-24. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

REPORTING OF FRAUD BY AUDITORS:

The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

? they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedule and rules made there under and also with the Listing Regulations

? they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act.

All the existing and new Independent Directors have registered themselves with the Independent Directors database maintained by the Institute of Corporate Affairs.

STATUTORY AUDITORS:

M/s KPR & Company, Chartered Accountant Kochi was reappointed as statutory auditors of the company for a period of 5 years at its AGM held on September 20, 2022. The Audit Report submitted by KPR & Company is attached in this Annual Report.

SECRETARIAL AUDITORS:

The Board of Directors have appointed Mrs. N Srividhya (Certificate of Practice No.14058), Practicing Company Secretary, as the Secretarial Auditor to conduct audit of secretarial records pertaining to the financial year 2023-24.

The Secretarial Audit Report pertaining to the financial year 2023-24 received from her in accordance with the Act and Rules made there under and Regulation 24A of the Listing Regulations is annexed as Annexure II of the Boards Report. The Secretarial Audit Report pertaining to the financial year 2023-24 does not contain any qualification or adverse remarks.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 27.01.2024, without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.sreekailas.com.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 and Directors is furnished hereunder:

Name	Designatio n	Remunerati on paid. FY 2023-24	Remunerati on paid. FY 2022-23	Increase /Decrease in remuneratio n from previous year	Ratio / times per median of employee remuneratio n
1 S Rajkum ar	Managing Director	12,00,000	12,00,000		2.5:1
2 Visakh Rajkum ar	Director	12,00,000	12,00,000		2.5:1
3. V N Sridhara n	Chief Financial Officer	10,54,667	10,84,800		2.20:1
4 Dhawal Mathur	Company Secretary	7,74,717	3,47,450	-	1.61:1

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.sreekailas.com

NOMINATION & REMUNERATION POLICY:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes, and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for attending meetings of the Board or Committee thereof provided that the amount of such fees shall not exceed Annual Report ? 2023-2024 Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2024 is as follows:

• Kul Bhushan Jain - Chairman cum Member

• N Subramanian - Member

• V Manoharan - Member

• The Company Secretary shall act as the Secretary of the Committee BOARD OF DIRECTORSS EXPLANATION OR COMMENTS:

(Details of Boards Representation on every qualification, reservation or adverse remark or disclaimer made by the auditor in his statutory audit report and Secretarial audit report.)

CORPORATE GOVERNANCE:

Your Company is committed to align with good corporate governance practices. A separate report on Corporate Governance is annexed as Annexure I of the Boards Report.

PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS BY THE COMPANY:

Advances given by the Company is shown as note no.7 of the financial statements. Investments made by the Company is disclosed as note no.6 of the financial statements. Apart from those as stated above, no other loans, guarantees or investments have been made by the Company during the year under review. During the year under review, your Company has not made any investments.

RELATED PARTY TRANSACTIONS:

All transactions with related parties are reviewed and approved by the Audit Committee and are in accordance with the Companys Policy on Related Party Transactions. SEBI, by way of amendments to the Listing Regulations, has widened the purview of definition of Related Party and overall scope of related parties with effect from April 1, 2023 or unless specified. Accordingly, the Board, on recommendations of Audit Committee, has amended its Policy on Related Party Transactions to include the amendments notified by SEBI and the same has been published in the Company website, www.sreekailas.com.

Pursuant to Regulation 23 of Listing Regulations, your Company has submitted its statement on related party transactions on consolidated basis to BSE Ltd on half yearly basis within the timeline as specified in the Listing Regulations.

Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Statement of Related Party Transactions in Form AOC-2 is set out as Annexure IVto the Boards report.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the period under review, there was no instance of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company had three subsidiary company, the names of all the three subsidiaries were struck off the Register of Companies under the provisions of Companies Act, 2013. No commission was received by any Director from Holding or Subsidiary Company.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 21.09.2023 and 27.09.2023 (both days inclusive).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

Your company has generated solar energy to the tune of 2,68,043 units during the current financial year.

B. TECHNOLOGY ABSORPTION

The Company has taken various efforts in utilizing the maximum available sources of technology and has increased its productivity during the year. There is no major technology absorption or research & development cost incurred during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year under review, there was no instances of inflow or outflow of foreign exchange.

INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there are no pending unclaimed dividend to be transferred to Investor Education and Protection Fund as the company has not declared dividend since FY 2014-15.

RISK MANAGEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.sreekailas.com

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government and the Government of Kerala during the year. They also wish to convey their gratitude to all the shareholders, customers, Auditors, suppliers and all those associated with the company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of Board of Directors For Cella Space Limited
Sd/-	Sd/-
S Rajkumar	Visakh Rajkumar
Director	Director
DIN:- 01790870	DIN:- 07079475
PLACE: CHENNAI
DATE: 09/08/2024