Cochin Malabar Estates & Industries Ltd Directors Report

TO THE MEMBERS

Your Directors present the 94^th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31^st March, 2024 are as under :

PARTICULARS	31.03.2024	31.03.2023
Revenue from Operations	-	-
Other Income	11400.56	-
Total Income	11400.56	-
Profit /(Loss) before Depreciation, Finance Cost & Tax	10323.97	(1328.53)
Depreciation	328.08	413.77
Finance Cost	5004.21	4770.33
Profit /(Loss) before Tax	4991.68	(6512.63)
Tax Expense	-	-
Profit /(Loss) after Tax	4991.68	(6512.63)
Other Comprehensive Income (Net of Tax)	-	-
Total Comprehensive Income	4991.68	(6512.63)

DIVIDEND & RESERVES

In view of accumulated losses, the Board of Directors regret their inability to propose any dividend for the year ended 31^st March, 2024.

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March, 2024.

OPERATIONS AND STATE OF COMPANYS AFFAIRS.

The Rubberwood Factory has not been in operation for nearly 26 years pursuant to notice received from the Deputy Conservator of Forests (Protection), Trivandrum. The Networth of the Company has been fully eroded. During the year, the Company has forayed into new business of assiting clients in developing their business in respect of which commission income of Rs. 114.01 lakhs has been received. The Company is developing its land assets in Goa based on which the going concern status of the Company is maintained.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2024 stood at _ 17,719,080 divided into 17,71,908 Equity Shares of _ 10 each fully paid-up. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year under review, there has been no change in the capital structure of the Company.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code : 508571 and listing fees for the Financial Year 2024-2025 of BSE Ltd has been paid.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted loans or given guarantees or made investments during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large. A statement of all related party transactions is placed before the Audit Committee for approval. The particulars of related party transactions in accordance with IND AS-24 have been disclosed in the financial statements of the Company. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Accordingly, no transactions are being reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any subsidiary, joint venture or associate company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is uploaded on the website of the Company and can be accessed at https://www.cochinmalabar.in/downloads/Annual_Return_2024.pdf

AUDITORS & AUDITORS REPORT Statutory Auditors

M/s. J K V S & Co., Chartered Accountants (Firm Registration No.318086E), Auditors of the Company, have submitted their Independent Auditors Report on the Standalone Financial Statements for the Financial Year ended 31^st March, 2024 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act as Auditors of the Company. The term of the Statutory Auditors of the Company, M/s. J K V S & Co. Chartered Accountants, expires at the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 2013. The Board has appointed M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) as the Statutory Auditors of the Company to hold the office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 99^th Annual General Meeting for the Financial Year 2028-29 for a period of 5 consecutive years. The Company has received a letter from M/s. Singhi & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act and that they are not disqualified for appointment.

Secretarial Auditors

The Board of Directors of the Company had appointed Mrs. Sweety Kapoor, Practicing Company Secretary to carry out secretarial audit for the financial year 2023-24 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year ended March 31, 2024 in the prescribed Form MR-3 is provided in Annexure - 1 forming part of this report. There is no qualification, reservation or adverse remark made by the Secretarial Auditors in their Secretarial Audit Report for the Financial Year ended 31st March, 2024.

Cost Auditors

The Company is not required to maintain Cost Records as per Companies (Cost Records and Audit) Amendments Rules, 2014 for Financial Year 2023-2024.

REPORTING OF FRAUD BY AUDITORS

There were no instances of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Shri Hemant Bangur, Director (DIN : 00040903), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing Annual General Meeting. Shri J.K. Surana (DIN : 00582653) was appointed as Independent Director of the Company for five consecutive years for a term upto 16^th June, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 21^st May, 2024 has recommended his reappointment as Independent Director for a second term of five consecutive years w.e.f. 17^th June, 2024 who shall not be liable to retire by rotation. The Board is of the opinion that his association would be of immense benefit to the Company and it is desirable to avail his service as Independent Director. As he is seeking re-appointment, the resume and other information as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 have been given in the notice convening the ensuing Annual General Meeting. All Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 which has been duly assessed by the Board as part of performance evaluation of Independent Directors. The Independent Directors are not liable to retire by rotation. In the opinion of the Board, the Independent Directors are persons of integrity, possesses the requisite expertise and experience and are independent of management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 31^st January, 2024 to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. None of the Directors of the Company are disqualified pursuant to the provisions of Section 164 of the Companies Act, 2013 or debarred or disqualified from being re-appointed or continuing as Directors of the Company by SEBI or MCA or any other statutory authorities.

Independent Directors have been familiarized with the nature of operations and business module of the Company. Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri C.P. Sharma, Wholetime Director, Shri A.K. Ruia, Chief Financial Officer and Shri M. Kandoi, Company Secretary.

NUMBER OF BOARD MEETINGS HELD

During the financial year ended 31^st March, 2024, four Board Meetings were held on 12^th May, 2023, 10^th August, 2023, 3^rd November, 2023 & 2^nd February, 2024. The maximum time gap between two consecutive meetings was less than 120 days as stipulated under Section 173(1) of the Act, Regulation 17(2) of the Listing Regulations and Secretarial Standards issued by Institute of Company Secretaries of India. The details of attendance of the Directors at the Board Meetings held during the financial year 2023-2024 is as under :

Name of the Director	No. of meetings entitled to attend	No. of meetings attended
Shri Hemant Bangur	4	4
Shri J.K. Surana	4	4
Smt. Tara Purohit	4	4
Shri C.P. Sharma	4	4

COMMITTEES OF THE BOARD Audit Committee

The Board of Directors of the Company has constituted an Audit Committee of the Board in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed thereunder. The Audit Committee comprises of two Independent Non-Executive Director and one Wholetime Director namely Shri J.K. Surana, Smt. Tara Purohit & Shri C.P. Sharma.

The Committee met 4 (four) times during the year on 12^th May, 2023, 10^th August, 2023, 3^rd November, 2023 & 2^nd February, 2024 respectively. The time gap between two meetings was within the time prescribed under Companies Act, 2013. The attendance of the Members at the Audit Committee Meetings is as under :

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Shri J.K. Surana	Chairman	4	4
Smt. Tara Purohit	Member	4	4
Shri C.P. Sharma	Member	4	4

Nomination & Remuneration Committee

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. The Nomination & Remuneration Committee comprises of two Independent Non-Executive Directors and one Promoter Director namely Shri J.K. Surana, Smt. Tara Purohit & Shri Hemant Bangur.

During the year under review, the Committee met twice on 12^th May, 2023 and 2^nd February, 2024. The attendance of the Members at the Nomination & Remuneration Committee Meetings is as under :

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Shri J.K. Surana	Chairman	2	2
Smt. Tara Purohit	Member	2	2
Shri Hemant Bangur	Member	2	2

Stakeholders Relationship Committee

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. The Stakeholders Relationship Committee comprises of one Wholetime Director and two Independent Non-Executive Director namely, Shri C.P. Sharma, Shri J.K. Surana & Smt. Tara Purohit.

During the year under review, the Committee met once on 28^th March, 2024. The attendance of the Members at the Stakeholders Relationship Committee Meetings is as under:

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Shri C.P. Sharma	Chairman	1	1
Shri J.K. Surana	Member	1	1
Smt. Tara Purohit	Member	1	1

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015 the Board of Directors have carried out the annual performance evaluation of its own performance, Committees of the Board, individual Directors of the Company for the Financial Year ended 31^st March, 2024. The performance of the Board was evaluated by the Board based on the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the Committees was evaluated by the Board based on the criteria such as composition of the Committees, effectiveness of the Committee Meetings etc. The Board of Directors expressed their satisfaction with the evaluation process. Performance Evaluation of Independent Directors were done by the entire Board excluding the Independent Director being evaluated.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Policy adopted the Remuneration Policy which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management personnel and their remuneration. The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in achieving its objectives in a sustainable manner. As on 31^st March, 2024, the Board consists of 4 members, of which, three are Non-Executive Directors (NED) and one Wholetime Director (WTD). The Board has two Independent Directors including one Woman Director, One Promoter Non-Executive Director and One Executive Director. The need for change in its composition and size are evaluated periodically. The Company pays remuneration to non-executive directors by way of sitting fees. The remuneration paid to the Directors and KMP is as per the terms laid out in the Nomination and Remuneration Policy of the Company which is available at the website of the Company i.e. https://www.cochinmalabar.in/nr_policy.pdf

Category	Name of Directors
Promoter Director
Non-Executive Director	Shri Hemant Bangur
Independent Non-Executive Woman Director	Smt. Tara Purohit
Independent Non-Executive Director	Shri J.K. Surana
Executive Director
Wholetime Director	Shri C.P. Sharma

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that: i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departures; ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profits of the Company for the year ended on that date; iii) 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 the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a going concern basis; v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism to report concerns about unethical behavior or suspected fraud in violation of Companys Code of Conduct or any other point of concern. The policy has been disclosed on the website of the Company and the weblink for the same is http://cochinmalabar. in/whistle_blower.pdf

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. Your Company provides a safe and healthy work environment. During the financial year 2023-24, the Company has not received any complaints on sexual harassment and no complaints are remaining pending as on March 31, 2024.

RISK MANAGEMENT

The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work.

ADEQUACY OF INTERNAL FINANICAL CONTROL SYSTEM

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records and timely preparation of financial disclosures.

Your Board is of the opinion that the Internal Financial Control affecting the financial statement of your Company are adequate and operating efficiently.

The Internal Audit of the Company is conducted by a Practicing Company Secretary. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not fall under the criteria of section 135 of the Companies Act, 2013. read with Companies (Corporate Social Responsibility) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amounts to IEPF, as there are no unclaimed or unpaid dividends. MANAGEMENT DISCUSSION AND ANALYSIS REPORT for the year under review in terms of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange in India :-

Economic Review, Industry Structure & Development

Global economic growth in 2024 is expected to remain subdued with Central Banks continuing to take a cautious stance on policy rates, withdrawal of fiscal support especially in advanced economies, resulting in stronger focus on budget deficits in a high interest rate environment and low underlying productivity growth.

Opportunities, Threats and Outlook

The Indian economy is estimated to grow by 6.7% in FY 2024 driven by sustained domestic demand with private investment and government consumption. Manufacturing and construction has delivered robust growth with increased infrastructure spending, regional supply chain diversification and government incentives to boost activity with Production Linked Incentive schemes and national infrastructure program amongst others.

One of the key risks to the outlook is escalation of geopolitical conflicts leading to increase in energy prices, disrupting supply demand balance and impacting overall global activity. 2024 is also an election year for several countries including US, UK, and India – and policy uncertainty could lead to short term weakness in economic environment. Other risks include elevated interest rates leading to debt distress, slower growth in China and trade fragmentation.

Operational Review

During the year, the Company has ventured into new business of assisting clients in developing their business. Further, the Company is developing its land assets in Goa.

Internal Control Systems and their adequacy

A separate paragraph on Internal Control System and their adequacy, risk management and discussion of financial performance has been provided in this report.

Significant changes (more than 25%) in key financial ratios, along with detailed explanations

Sl. No. Key Financial Ratios	31.03.2024	31.03.2023	Change (%)	Remarks
1 Interest Service Coverage Ratio	2.06	(0.28)	-835.71%	Due to profit during current year
2 Current Ratio	0.19	0.03	533.33%	Increase in Current Assets during the year

• Since the Company has no revenue from operations during the year ended 31^st March, 2024 and 31^st March, 2023, Debtors Turnover, Inventory Turnover, Operating Profit Margin and Net Profit Margin is not calculated.

• Since the Networth of the Company is negative, Debt Equity Ratio and Return on Networth is not calculated.

CORPORATE GOVERNANCE

The Company is having a Paid-up equity share capital not exceeding _ 10 crore and Networth not exceeding _25 crore and hence as per SEBI (LODR) Regulations, 2015, corporate governance requirements provided under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to your Company.

STATEMENT PURSUANT TO SECTION 197(2) OF COMPANIES ACT,2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year.

DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year alongwith the percentage increase in remuneration of each Director and Key Managerial Personnel (KMP) during the financial year:

No.	and KMP	Director/KMP to the median remuneration of employees	in remuneration in the Financial Year 2023-24
1. Shri C.P. Sharma	Wholetime Director	1.00	50%
2. Shri A.K. Ruia	Chief Financial Officer	0.33	-
3. Shri M. Kandoi	Company Secretary	2.50	-

The Independent Directors & Non-Executive Directors of the Company are entitled to sitting fee as per statutory provisions of the Companies Act, 2013, details of which has been provided in the Board Report. The ratio of remuneration and percentage increase for the same is, therefore, not considered for the purpose above.

(ii) The percentage increase in the median remuneration of employees in the Financial year 2023-24 : 9.52%. (iii) Number of permanent employees on the roll of the Company as on 31^st March, 2024 : 3.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and part out if there are any exceptional circumstances for increase in the managerial remuneration : NIL.

(v) Afirmation that remuneration is as per remuneration policy of the Company : Yes.

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

Your Company did not have any manufacturing activity during the Financial Year ended 31^st March, 2024 and as such information in accordance with the provisions of clause (m) of Sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not attached.

The Company does not have any Foreign Exchange inflow & outgo during the year.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2024 and the date of this Report.

ii) During the year, the Company has forayed into new business of assisting clients in developing their business in respect of which the Company receives commission income.

iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going concern status and Companys operation in future.

iv) There were no instances of one time settlement with any Bank or Financial Institution.

v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as on date of this report, there was no application made and proceedings initiated / under the Insolvency and Bankruptcy Code, 2016.

vi) There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the commercial banks and other authorities.

	On behalf of the Board
Place: Kolkata	(C.P. Sharma)	(Hemant Bangur)
Date: 21st May, 2024	Wholetime Director	Director