To,
The Members,
Sabar Flex India Limited,
Ahemdabad
Your directors have pleasure in presenting the 5th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended March 31,
2023.
1. FINANCIAL RESULTS:
The Companys financial performance for the year under review along with previous
years figures is given hereunder
|
|
(Rounded off in Lakhs.) |
| PARTICULARS |
FOR THE YEAR ENDED ON 31.03.2023 |
FOR THE YEAR ENDED ON 31.03.2022 |
| Net Income from Business Operations |
9527.55 |
7235.78 |
| Other Income |
0.94 |
1.23 |
| Total Income |
9528.49 |
7237.01 |
| Total Expenses |
9325.53 |
7067.61 |
| Profit / (loss) before tax |
202.96 |
169.40 |
| Prior Period Items |
0 |
0 |
| Profit before Tax |
202.96 |
169.40 |
| Less Tax Expenses: |
20.46 |
9.73 |
| Net Profit after Tax |
182.51 |
159.67 |
2. STATE OF AFFAIRS:
The Company is engaged in the business of packaging products made from plastics which
caters to the packaging requirements of various industries. There has been no change in
the business of the Company during the financial year ended 31st March, 2023.
The highlights of the Companys performance are as under:
i. Revenue from operations for the year ended on 31st March 2023 and 31st
March, 2022 is Rs. 9527.55 Lakhs and Rs. 7235.78 Lakhs.
ii. Other incomes for the year ended for the year ended on 31st March 2023 and 31st
March, 2022 is Rs. 0.94 Lakhs and Rs. 1.23 Lakhs.
iii. Net profit for the year ended for the year ended on 31st March 2023 and 31st
March, 2022 is Rs. 182.51 Lakhs and Rs. 159.67 Lakhs.
3. SHARE CAPITAL:
As on 31st March, 2023, the paid-up Equity Share capital of the Company is
Rs 15,06,95,240/- (Rupees Fifteen Crores Six Lakhs Ninety-Five Thousand Two Hundred and
Forty) divided into 1,50,69,524 (One Crore Fifty Lakhs Sixty-Nine Thousand Five Hundred
and Twenty- Four) equity shares each having face value of Rs. 10/- (Ten). During the year.
the company has issued 40,70,000 equity shares via Initial Public Offer.
4. DIVIDEND:
The Board of Directors do not recommend any dividend and the entire amount of profits
is transferred to the Reserves of the company.
5. RESERVES:
The Company transfers the entire profits of Rs. 182.51/- Lakhs to the Reserves of the
Company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
During the year, no amount of unclaimed dividend has been transferred to IEPF.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.
8. 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:
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which these financial statements relate
on the date of this report except:
a) The members of the company have accorded their approval on 03rd July,
2023 to increase the Authorized Share Capital of the company from Rs. 16,00,00,000/-
(Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakh) equity shares
of Rs. 10/- (Rupee Ten only) each to Rs. 19,12,00,000/- (Rupees Nineteen Crore twelve lakh
only) divided into 1,91,20,000 (One Crore Ninety-One Lakh Twenty Thousand) equity shares
of Rs. 10/- (Rupee Ten only) each by creating additional 31, 20,000 (Thirty-One Lakh
Twenty Thousand) Equity Shares of Rs. 10/- and further to amend the Memorandum of
Association of the Company.
b) The Board of Directors of the company allotted 21,80,683 (Twenty-One Lakhs Eighty
Thousand Six Hundred and Eighty-Three) Fully Convertible Warrants each convertible into,
or exchangeable within a maximum period of 18 months from the date of allotment of
warrants into equivalent number of fully paid-up equity share of the Company of face value
of Rs.10/- (Rupee Ten Only) each at a price of Rs. 16.05/- (Rupees Sixteen and Five Paise
Only) each payable in cash.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed as Annexure
"A".
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY:
The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time. Risk mitigation
process and measures have been also formulated and clearly spelled out in the said policy.
The Risk Management Policy has been uploaded on the website of the Company at
https://www.sabarflex.com/.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the companies act, 2013 are not applicable to the
company considering the net worth, turnover and net profit of the company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review.
13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.
The internal auditor of the company Mr. Amit Parmar checks and verifies the internal
control and monitors them in accordance with policy adopted by the company. The Company
continues to ensure proper and adequate systems and procedures commensurate with its size
and nature of its business.
14. STATUTORY AUDITORS:
M/s. Patel Jain & Associates., Chartered Accountants, (FRN: 129797W) is appointed
as Statutory Auditor of the Company to hold office from the conclusion of the 1st
Annual General Meeting of the company till the conclusion of 6th AGM of the
company i.e., for a term of five years.
Further the observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
15. STATUTORY AUDITORs REPORT & OBSERVATIONS:
The report of the Statutory Auditors of the Company is annexed herewith.
The auditors have not reported any frauds under sub section 12 of section 143 other
than those which are reportable to the Central Government.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditor
16. AUDIT COMMITTEE AND VIGIL MECHANISM:
| The Audit Committee as on 31.03.2023 comprises of: |
|
| Mr. Shubham Jain |
: Chairperson |
| Ms. Bhavna Shah |
: Member |
| Mr. Hikmat Bahadur Kunwar |
: Member |
During the year (6) Six Audit Committee Meetings were held. In pursuance of the
provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 18 of
SEBI(LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at https://www.sabarflex.com/
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis.
17. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92 has been placed at website
of the Company at https://www.sabarflex.com/
18. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Aanal Mehta & Associates, Practicing Company Secretaries, Ahmedabad to
undertake the Secretarial Audit of the Company.
19. SECRETARIAL AUDIT REPORT & OBSERVATIONS:
The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure
"B".
There are no qualifications, reservations or adverse remarks made by the Secretarial
Auditor except:
1) The company has appointed an Internal Auditor as per Section 138 of The Companies
Act, 2013 during the year under the review however, the company is yet to file E-Form
MGT-14 in accordance with Section 117 of the Companies Act, 2013.
Explanation: The company will shortly file the form with additional fees
2) There were certain instances of delay in filing the E-Forms with Registrar of
Companies during the year under the review.
Explanation: The Company ensures not to repeat such instances from next time.
3) During the year under the review, certain instances of non-compliances of
Secretarial Standards were observed.
Explanation: The Company ensures not to repeat such instances from next time.
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
7 (Seven) Board Meetings were held during the financial year ended 31stMarch,
2023 on the following dates:
| Sr. No. |
Date of meeting |
Total Directors |
Directors Present |
| 1. |
13/04/2022 |
5 |
5 |
| 2. |
16/07/2022 |
5 |
5 |
| 3. |
26/07/2022 |
5 |
5 |
| 4. |
01/09/2022 |
5 |
5 |
| 5. |
16/09/2022 |
5 |
5 |
| 6. |
14/11/2022 |
5 |
5 |
| 7. |
01/03/2023 |
5 |
5 |
21. DIRECTOR RESPOSNSIBILITY STATEMENT:
Your directors wish to inform that the Audited Accounts containing financial statements
for the financial year 2022-23 are in full conformity with the requirements of the
Companies Act, 2013. They believe that the financial statement reflects fairly, the form
and substance of transactions carried out during the year and reasonably present the
Companys financial condition and results of operations.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility statement:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b. the directors had 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 and loss of the company for that period;
c. the directors had 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. the directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
22. DEPOSITS:
The company has not invited, accepted or renewed any deposit within the meaning of
Chapter V other than exempted deposit as prescribed under the provisions of the Company
Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are
no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of the
Companies (Accounts) Rules, 2014.
23. DIRECTORS / KEY MANAGERIAL PERSONNEL:
a. RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act, 2013 and in terms of the
Memorandum and Articles of Association of the Company, Ms. Sonalbahen Pratik Bhatt (DIN:
09507674), NonExecutive Director shall retire by rotation in the ensuing Annual General
Meeting and being eligible for re-appointment has offered his candidature for director.
b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Following changes were occurred during the year in the composition of board of
directors and Key Managerial Personnel:
| Sr |
Name of Director& KMP |
Designation |
Effective date of change |
Nature of change |
| 1 |
Shubham Jain |
Independent Director |
15/09/2022 |
Change in Designation |
| 2 |
Bhavna Basantbhai Shah |
Independent Director |
15/09/2022 |
Change in Designation |
| 3 |
Sonalbahen Pratik Bhatt |
Non-Executive Director |
15/09/2022 |
Change in Designation |
| 4 |
Kushang Surendrakumar Thakkar |
Company Secretary |
06/12/2022 |
Resignation |
| 5 |
Neha Sharma |
Company Secretary |
01/03/2023 |
Appointment |
c. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating
its own performance and as well as that of its committee and individual Directors,
including the chairperson of the Board. The Exercise was carried out through a structured
evaluation process covering the various aspects of the Boards functioning such as
composition of board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the
independent Director being evaluated and the chairperson and the non-independent Directors
were carried out by the independent Directors.
d. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining, qualifications, positive attributes and independence
of a director and also a policy for remuneration of directors, key managerial personnel
and senior management. The policy is available at the website of company at
https://www.sabarflex.com/
e. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
24. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year ended
31st March, 2023 were on an arms length basis and were in the ordinary course of
business. The details of the related party transactions as per The Companies Act, 2013 are
disclosed under Annexure- "C" which is annexed to this Boards Report. There are
no materially significant related party transactions during the year under review made by
the Company with Promoters, Directors, or other designated persons which may have a
potential conflict with the interest of the Company at large.
Further, the transactions related party transactions other the those considered in The
Companies Act, 2013 are disclosed in the Audited Financial Statements.
25. CORPORATE GOVERNANCE:
Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME
listed Company pursuant to Regulation 15 under Chapter IV of SEBI (LODR) Regulations, 2015
hence the same has not been annexed to the Boards Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure "D" to
this Report.
27. PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
a) The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year.
| 1 |
Mr. Hikmatbahadur Krishabahadur Kunwar |
20:1 |
| 2 |
Mr. Manoj Kumar Agarwal |
6.66:1 |
| 3 |
Ms. Bhavna Basantbhai Shah |
0.33:1 |
| 4 |
Ms. Sonalbahen Pratik Bhatt |
0 |
| 5 |
Mr. Shubham Jain |
0.33:1 |
b) The percentage increase in the remuneration of each director, Chief Executive
Officer, Chief Financial Officer and Company Secretary, if any in the financial year.
| Sr. |
Name |
Designation |
% Increase |
| 1 |
Mr. Hikmatbahadur Krishabahadur Kunwar |
Managing Director |
0% |
| 2 |
Mr. Manoj Kumar Agarwal |
Executive Director |
0% |
| 3 |
Ms. Bhavna Basantbhai Shah |
Independent Director |
0% |
| 4 |
Ms. Sonalbahen Pratik Bhatt |
Non-Executive Director |
0% |
| 5 |
Mr. Shubham Jain |
Independent Director |
0% |
| 6 |
Ms. Neha Sharma |
CS |
0% |
| 7 |
Ms. Tinkle Zapatbahadur Rawal |
CFO |
0% |
c) The percentage increase in the median remuneration of employees in the financial
year.
- Median Remuneration of employees is increased by 28.21 % during the F.Y. 2022-23.
d) The number of permanent employees on the rolls of the Company as on 31.03.2023.
- 60 (Sixty)
e) 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 point out if there
are any exceptional circumstances for increase in the managerial remuneration.
- Average percentile of 28.21 % has been increased in the employees of the company
other than Director and KMPs however, no increase has been made in the remuneration of
Directors and KMPs.
f) Affirmation that the remuneration is as per the remuneration policy of the company.
- The Companys remuneration policy is driven by the success of the Company during the
year under review. The Company affirms that the remuneration is as per remuneration policy
of the Company.
g) The names of the top ten employees in terms of remuneration drawn:
• Mr. Hikmatbahadur Krishabahadur Kunwar
• Mr. Manoj Kumar Agarwal
• Mr. Anmol Anil Chaudhary
• Mr. Avinash Mane
• Mr. Hafizurrahaman
• Mr. Kalaji Chauhan
• Mr. Lahu Omkar Rathod
• Mr. Navalsingh P Sisodiya
• Mr. Anand Singh
• Mr. Kishorbhai Prajapati
h) The name of every employee, who:
1. ) Employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than One Crore and Two Lakh Rupees: 0
2. ) Employed for a part of the financial year, was in receipt of remuneration for any
part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and
Fifty Thousand Rupees per month: 0
3. ) Employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company: 0
28. COST AUDITORS:
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other
applicable provisions, if any, of the Companies Act, 2013 are not applicable to the
Company Hence, the Board of Directors of your company had not appointed Cost Auditor for
obtaining Cost Compliance Report of the company for the financial year 2022-23.
29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
a. aggregate number of shareholders and the outstanding shares in the suspense account
lying
at the beginning of the year: Nil
b. number of shareholders who approached listed entity for transfer of shares from
suspense account during the year: Nil
c. number of shareholders to whom share were transferred from suspense account during
the year: Nil
d. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year: Nil
e. voting rights on shares which remain frozen till the rightful owner of such shares
claims the shares: Nil
30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards (I & II)
issued by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10) of the Companies Act, 2013.
31. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading
"and "Code of Conduct for Directors and Senior Management Personnel" for
regulating the dissemination of Unpublished Price Sensitive Information and trading in
security by insiders.
32. INDUSTRIAL RELATIONS (HUMAN RESOURCES):
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company is committed to provide a safe and conducive work environment to its
employees during the year under review. The company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual Harassment of women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Your directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
There were no applications which are made by or against the company under The
Insolvency and Bankruptcy Code, 2016 during the year.
35. ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
| Date: September 05, 2023 |
|
|
| Place: Ahmedabad |
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
Sd/- |
Sd/- |
|
Hikmatbahadur Kunwar |
Manoj Kumar Agarwal |
|
Managing Director |
Director |
|
DIN:00024010 |
DIN:08108458 |
+91-9892691696
