Sabar Flex India Ltd Directors Report

To, The Members,

Sabar Flex India Limited,

Ahemdabad

Your directors have pleasure in presenting the 6t Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder (Rounded offin Lakhs.)

PARTICULARS	FOR THE YEAR ENDED ON 31.03.2024	FOR THE YEAR ENDED ON31.03.2023
Net Income from Business Operations	12616.79	9527.55
Other Income	21.35	0.94
Total Income	12638.15	9528.49
Total Expenses	12037.45	9325.53
Profit / (loss) before tax	600.07	202.96
Prior Period Items	0	0
Profit before Tax	600.07	202.96
Less Tax Expenses:	167.20	20.46
Net Profit after Tax	433.50	182.51

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 March 31, 2024.

The highlights of the Companys performance are as under: i Revenue from operations for the year ended on March 31, 2024 and March 31, 2023 is Rs. 12616.80 Lakhs and Rs. 9527.55 Lakhs respectively. ii. Other incomes for the year ended on March 31, 2024 and March 31, 2023 is Rs. 21.35 Lakhs and Rs. 0.94 Lakhs. iii. Net profit for the year ended for the year ended on March 31, 2024 and March 31, 2023 is Rs. 433.50 Lakhs and Rs. 182.51 Lakhs respectively.

3. SHARE CAPITAL: Authorised Share Capital

As on March 31, 2024, the Authorised Share Capital of the Company is Rs. 19,12,00,000/- (Rupees Ninteen Crore Twelve Lakhs Only) divided into 1,91,20,000 Equity Shares of Rs. 10/- each. During the year the company has raised Authorised Share Capital by creating 31,20,000 Equity Share of Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

Paid up Share Capital

As on March 31, 2024, the paid-up Equity Share capital of the Company is Rs 19,11,93,640 /- (Rupees Nineteen Crores Eleven Lakhs Ninety-Three Thousand Six Hundred and Forty) divided into 1,91,19,364 (One Crore Ninety-One Lakhs Nineteen Thousand Three Hundred and Sixty-Four) equity shares each having face value of Rs. 10/- (Ten). During the year the company has issued 40,49,840 equity shares pursuant to conversion of warrants issued on preferential basis.

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. 433.50/- 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 034 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 40,49,840 (Forty Lakhs Forty-Nine Thousand Eight Hundred and Forty) 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 pursuant to Conversion of warrants issued on preferential basis.

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) were appointed as the statutory auditors of the Company at the First Annual General Meeting of the Company for a period of five years. M/s. Patel Jain & Associates, will complete their present term at the conclusion of the ensuing Annual General Meeting.

The Board has recommended the re-appointment of M/s. Patel Jain & Associates, Chartered Accountants, (FRN: 129797W), as Auditors of the Company, for a period of five years from the conclusion of ensuing Annual General Meeting of the Company.

M/s. Patel Jain & Associates, Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

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 31.03.2024 comprises of:

Mr. Shubham Jain	: Chairperson
Ms. Bhavna Shah	: Member
Mr. Hikmat Bahadur Kunwar	: Member

During the year (4) Four 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. SCS & Co. LLP, 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”".

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

10 (Ten) Board Meetings were held during the financial year ended March 31, 2024 on the following dates:

Sr. No. Date of meeting	Total Directors	Directors Present
1. 30/05/2023	5	5
07/06/2023
12/07/2023		SRS
18/08/2023		RN
05/09/2023
I RS ? 2023	SIS
NG (N 08/11/2023
0@ 20/11/2023
20/12/2023	[EHEIS	(LIRSBN
11/03/2024	[ 4	5
	[ 10 ]

21. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your directors wish to inform that the Audited Accounts containing financial statements for the financial year 2023-24 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;

o 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;

o .the directors had prepared the annual accounts on a going concern basis; and

o .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.

- . 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, Mr. Manoj Kumar Agarwal (DIN: 08108458), Executive Director shall retire by rotation in the ensuing Annual General Meeting is not seeking re- appointment.

b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There has been no change in the constitution of Board during the year under review i.e., the structure of the Board remains the same. 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, 2024 were on an arms length basis and were in the ordinary course of business. 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	6.97:1
2 Mr. Manoj Kumar Agarwal	6.97:1
3 Ms. Bhavna Basantbhai Shah	0.35:1
4 Ms. Sonalbahen Pratik Bhatt	0.35:1
5 Mr. Shubham Jain	0.35:1

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 median remuneration of employees of the Company during the financial year 2023-24 was Rs. 172091.36/-.

d) The number of permanent employees on the rolls of the Company as on 31.03.2023. - 61 (Sixty- One)

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.

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. Satish Narayan Pandye Mr. Ravindra Punjabhai Parmar Mr. Hafizurrahaman Mr. Kalaji Chauhan Mr. Yadav Harpal Sidhnath e Mr. Merajuddin Raja Ansari e Mr. Anand Singh e Mr. Nareshkumar Lakhabhai Vankar

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 2023-24.

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.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

sd/-	sd/-
Hikmatbahadur Kunwar	Manoj Kumar Agarwal
Managing Director	Director
DIN: 00024010	DIN: 08108458

 

Date: September 04, 2024

Place: Ahmedabad