Fabtech Technologies Ltd Directors Report

Dear Members,

Your directors present the 05th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2023.

FINANCIAL SUMMARY

(Amount in INR Lakhs)

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Total Revenue	1,99,81.93	2,59,53.71	1,99,81.93	2,59,53.71
Total Expenditure	1,74,15.92	2,28,48.32	1,74,15.92	2,28,48.32
Profit/(Loss) before Tax	25,66.01	31,05.39	25,66.01	31,05.39
Current Tax	6,70.00	8,25.00	6,70.00	8,25.00
(Excess) / Short provision for tax relating to prior year	41.19	0.00	41.19	0.00
Deferred Tax	(18.18)	17.38	(18.18)	17.38
Profit/(Loss) after Tax	18,72.99	22,63.01	2245.67	2429.46
Share in profit of associate	-	-	372.68	166.45
Balance carried to Balance Sheet	-	-	2245.67	2429.46
Earning per Equity Share (Face Value: Rs. 10/-)
Basic	67.23	81.23	80.61	87.21
Diluted	67.23	81.23	80.61	87.21

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of INR. 1,99,81.93 lakhs as against INR 2,59,53.71 lakhs revenue in the previous year. The Profit after tax is INR 18,72.99 lakhs as against INR 22,63.01 lakhs in the previous year. Your directors expect to perform better in the coming years.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company in the reporting year. However, the Company invested INR 10000/- subscribing for 1000 Equity Shars in Fillpac Solutions Private Limited in the Financial Year 2023-24.

SHARE CAPITAL

There was no change in share capital of the Company during the year under review.

TRANSFER TO RESERVES:

The Board of Directors did not appropriate any amount to be transferred to General Reserve during the Financial Year 2022-23.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIVIDEND:

No Dividend was declared for the current financial year due toconservation of Profits of the Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There are no changes in the Nature of Business of the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Mr. Aasif Ahsan Khan resigned from the position of Director on 29th December, 2022 and Mr. Chirag

Himatlal Doshi was appointed as Nominee Director on 16th January, 2023.

In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily required to appoint any whole time KMPs.

As on the date of reporting of this report the Board Comprises of following Directors

1. Mrs. Naseem Ahsan Khan

2. Mr. Amjad Adam Arbani

3. Mr. Chirag Himatlal Doshi

4. Mr. Hemant Mohan Anavkar

The Company is not required to appoint Independent Director.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from other business. During the year under review, the Board met 9 (Nine) times. The details of the meetings of Board of Directors are provided herein below. The gap intervening between any two consecutive meetings was not more than one hundred and twenty days.

The Annual General Meeting in the FY 2022-23 was held on 30th September, 2022.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company is not required to conduct Secretarial Audit for Financial Year 2022-23.

EXTRACT OF ANNUAL RETURN:

The requirement of extract of the Annual Return under section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rule, 2014, in Form MGT-9 has been discontinued with effect from FY 2021-22.

A list of shareholders holding more than 5% of equity shares is attached herewith as "Annexure - A".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act are provided under Note No. 13 and 15 of the Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties were in the ordinary course of the business and on arms length basis and are reported in the Notes to the Financial Statements. The disclosure of Related Party Transactions as required under

Section 188 (2) and 134(3) of the Act in Form AOC-2 is annexed as “Annexure - B".

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March 2023, the Company has one Associate Company and no Subsidiary or Joint venture (details annexed in “Annexure - C").

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there were no significant orders passed by the regulators or courts or tribunals impacting the going concern status of the company and its operations in future.

THE 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 year, there have been no applications made or any proceeding pending against the Company under the insolvency and bankruptcy code, 2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there has been no one-time settlement of Loan and therefore this point is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Board functions according to the CSR Policy.

The report on CSR is enclosed as per prescribed format as ‘Annexure D and forms part of the Board report.

RISK MANAGEMENT POLICY:

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the same is reviewed periodically by the Board of Directors. Salient features of the policy are as under:

1. The Company is committed to the identification and comprehensive management of risk.

2. Risk is the effect of uncertainty on Fabtech Technologies Private Limited objectives and is inherent in our business. Risk management allows us to prevent losses or capitalize on opportunities.

3. Understanding risk and our appetite for risk will be key considerations in our decision making.

4. We aim to achieve a risk management culture through a series of risk management principles.

COMMITTEES OF THE BOARD

The details of composition of the Committees of the Board of Directors are as under:

a. Audit Committee: The Company being a Private Limited Company, the Audit Committee is not required to be constituted.

b. Vigil mechanism: The Company is a Private Limited Company not accepting public deposits nor the

Company has any borrowing more than Rs. 50 crores therefore the establishment of Vigil Mechanism is not required.

c. Nomination & Remuneration Committee: The Company being a Private Limited Company, the Nomination & Remuneration Committee is not required to be constituted.

d Corporate Social Responsibility Committee (CSR Committee): The Company is not required to constitute a CSR committee as the contribution towards CSR Expenditure does not exceed INR 50 lakhs.

e. Stakeholders Relationship Committee: The Company was not required to constitute the Stakeholders

Relationship Committee as the number of shareholders during the financial year were less than 1000.

MAINTENANCE OF COST RECORDS UNDER SECTION 148 (1) OF COMPANIES ACT 2013:

As per the Cost Audit Rules, cost audit or maintenance of cost records is not applicable to the Companys any products/ business of the Company for F.Y. 2022-23.

DECLARATION OF INDEPENDENT DIRECTORS:

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under M/s. Ajmera and Ajmera (FRN: 018796C), Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Financial Year 2019-20 for a period of 5 (five)years from the conclusion of that Annual General Meeting till the conclusion of Annual General Meeting for the financial Year 2024-25.

Further, they have confirmed their eligibility to the effect that their re-appointment if made, would be within the prescribed limits under the Act. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to companies (amendment) Act, 2017.

INTERNAL AUDIT

During the year, pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company appointed Bathiya & Associates LLP as Internal Auditors of the Company for conducting and reviewing Internal Audit of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

During the year under review, the statutory auditors has not reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Boards report.

INTERNAL FINANCIAL CONTROL:

Your Company has made special efforts to improve its internal control systems by improving the information flow and automating the processes in support systems. Your Company has sound, well-established and adequate internal control systems commensurate with its size and nature of business. The internal control systems ensure protection of assets and proper recording of all transactions.

The Company appointed N A Shah Associates LLP to conduct Internal Financial Control for FY 2022-23.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

During the year ended March 31, 2023, no complaints pertaining to sexual harassment was received by the Company.

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

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy – The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy – Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment – Nil

B. TECHNOLOGY ABSORPTION:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the year, following were the Foreign exchange earnings and Out-go:

Particulars	Amount (Lakhs Rs.)
Foreign Exchange earnings: FOB Value of Export Sales	16,130.31
Foreign Exchange Outgo:
1. Value of Imports on C.I.F Basis	1,148.11
2. Expenditure in Foreign Currency	2,592.77

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that

i. In the preparation of the annual accounts, the applicable accounting standards have been followed; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. The Directors 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;

iv. The Directors have prepared the annual accounts on a going concern basis; and

v. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

ACKNOWLEDGEMENTS:

The Board of Directors express their gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders including shareholders, banks, financial Institutions, viewers, vendors and service providers.

The Board also place on record their deep appreciation towards the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

For FABTECH TECHNOLOGIES PRIVATE LIMITED

HEMANT MOHAN ANAVKAR	AMJAD ADAM ARBANI
DIRECTOR	DIRECTOR
DIN: 00150776	DIN: 02718019
Date: 07th September, 2023
Place: Mumbai