Sabrimala Industries India Ltd Directors Report

TO THE MEMBERS

To

The Members,

Sabrimala Industries India Limited

The Directors present the 39% Annual Report of the Company along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

(in Rs. Lakh)

Title	Year ended	Year ended	Year ended	Year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Particulars	Standalone		Consolidated
Revenue from Operations	109.09	0.70	109.09	0.70
Other Income/ Loss	33.85	34.76	33.85	34.76
Profit/loss before Depreciation,	(26.79)	(24.09)	(26.78)	(15.5)
Finance Costs, Exceptional items and Tax Expense
Less: Depreciation/	0.02	0.11	0.02	(0.11)
Amortization / Impairment
Profit /loss before Finance	(26.8)	(242)	(26.8)	(15.61)
Costs, Exceptional items and
Tax Expense
Less: Finance Costs	0.05	0.04	0.05	0.04
Profit /loss before Exceptional items and Tax Expense	(26.85)	(24.24)	(26.85)	(15.65)
Add/(less): Exceptional items
Profit /loss before Tax Expense	(26.85)	(24.24)	(26.85)	(15.65)
Less: Tax Expense (Current & Deferred)	(0.16)		(0.16)
Profit /loss for the year (1)	(26.69)	(24.24)	(26.69)	(15.65)
Total Comprehensive
Income/loss (2)
Total (1+2)	(26.85)	(24.24)	(26.85)	(15.65)
Balance of profit /loss for earlier years	(238.18)	(213.94)	(229.49)	(213.94)
Less: Transfer to Debenture	Nil	Nil	Nil	Nil
Redemption Reserve
Less: Transfer to Reserves	(26.69)	(24.24)	(26.69)	(15.55)
Less: Dividend paid on Equity	Nil	Nil	Nil	Nil
Shares
Less: Dividend paid on	Nil	Nil		Nil
Preference Shares
Less: Dividend Distribution Tax	Nil	Nil		Nil
Balance carried forward	Nil	Nil		Nil

2. RESERVES

The consolidated retained earnings of the Company stood at INR in lakh. (264.87) against INR in lakh (238.18) in the last Financial Year.

3. DIVIDEND/BONUS/BUY BACK

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the Company?s Dividend Policy and the need to conserve the resources for future, has decided that it would be prudent, not to recommend any dividend for the year ended 31% March, 2023.

COMPANYS PERFORMANCE/STATE OF COMPANYS AFFAIRS

On a consolidated basis, the total revenue (including other income) for Financial Year ended on 315 March 2023 is Rs. 142.94 Lakh, Higher than compared to previous year?s revenue of Rs. 35.46 Lakhs. During the financial year ended on 31% March 2023 the Company is having profit/loss of Rs. (26.69)Lakh.

5. CHANGE IN THE NATURE OF BUSINESS:

There was no Changes in the nature of business of the Company during the current financial year.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of financial year and the date of this report.

7. SHARE CAPITAL

Authorised Capital

The Authorised Capital of the company as on March 31, 2023 was Rs. 10,00,00,000 comprising of 1,00,00,000 Equity Shares of Rs. 10 each/-.

Paid up equity capital

The paid-up equity capital of the company as on March 31,2023 was Rs. 8,71,45,000 comprising of 87,14,500 Equity Shares of Rs. 10 each.

During the year under review, the Company has not issued any equity share, preference share or any other security. So, there is no change in the capital structure of the company during the financial year 2022-23.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid dividend as on 31% March 2023.

9. BOARD AND COMMITTEES OF THE BOARD Board of Directors

The Composition of the Board of Director of the Company as on 31% March 2023 comprises of:

Name of Director	Status	Category
Mr. Suresh Kumar Mittal	[Managing Director	Executive
Mr. Tapan Gupta	[Whole Time Director	Executive
	Chief Financial Officer
Mrs. Sheela Gupta	Director	Non-Executive / Non- Independent
Mr. Surinder Babbar	Director	Non-Executive/ Independent
Mr. Varun Mangla	Director	Non-Executive/ Independent

Audit Committee

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. Company Secretary acts as a Secretary to the Committee. Auditors of the Company also attend the meetings by invitation.

The Audit Committee of the Company as on 31% March 2023 comprises of:

	Name of Committee	Status	Category
	Members
	Mr. Surinder Babbar	Chairman	Non-Executive/Independent
Audit Committee	Mr. Tapan Gupta	Member	Executive
	Mr. Varun Mangla	Member	Non-Executive/Independent

Nomination and Remuneration Committee

The Board of Directors of every Listed Company is required to have Nomination and Remuneration Committee. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Director?s performance and to lay the matters as enumerated under the Companies Act, 2013.

The Nomination and Remuneration Committee of the Company as on 31% March, 2023 comprises of:

	Name of Committee Members	Status	Category
	Mr. Varun Mangla	Chairman	Non-Executive/Independent
Nomination 4 nd emuneration	Mrs. Sheela Gupta	Member	Non-Executive/Non-Independent
Committee	Mr. Surinder Babbar	Member	Non-Executive/Independent

Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted to ensure that all commitment to shareholders and investors are met and thus strengthen their relationship with the Company.

The Stakeholder Relationship Committee of the Company as on 31% March, 2023 comprises of:

	Name of Committee Members	Status	Category
Stakeholder	Mr. Surinder Babbar	Chairman	Non-Executive/Independent
	Ms. Sheela Gupta	Member	Non-Executive/Non-Independent
Relationship Committee	Mr. Varun Mangla	Member	Non-Executive/Independent

10. CHANGE IN DIRECTORS AND KEY MANAGERIJAL PERSONNEL (KMP) During the year, the details of Directors or KIMP are as follows: A) Resignations of KMP during the financial year 2022-23:

S. No.	Name of Director	DIN / PAN	Designation	Date of Resignation
1	Ms. Divya Saluja	FQRPS8731J	Company Secretary	13.02.2023

POST CLOSURE OF THE FINANCIAL YEAR 2022-23

A) Appointments of KMP:

S. No.	Name of Director		Designation	Date of Appointment/ change in Designation
	Mrs. Radhika Tosniwal	ATAPTI860A	Company Secretary	12.07.2023

11. MEETINGS OF THE BOARD OF DIRECTORS

The Notice and Agenda of the Meetings were circulated well in advance to the respective Directors. During the year under review, 04 Four) Board Meetings were convened and held. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013. The dates on which the Board Meetings were held are mentioned below:

Date of Board Meeting

27.05.2022

09.08.2022

14.11.2022

13.02.2023

12. MEETINGS OF THE COMMITTEES

eo Audit Committee Meetings

The Notice and Agenda of the Audit Committee Meetings were circulated well in advance to the respective Members. During the year under review, 05 (Five) Audit Committee Meetings were convened and held. The dates on which the Audit Committee Meetings were held are mentioned below:

S. No.	Date of Meeting
1	27.05.2022
2	09.08.2022
	10.08.2022
	14.11.2022
	13.02.2023

eo Nomination and Remuneration Committee Meetings

The Notice and Agenda of the Nomination and Remuneration Committee Meetings were circulated well in advance to the respective Members. During the year under review, 02 (Two) Nomination and Remuneration Committee Meetings were convened and held. The dates on which the Nomination and Remuneration Committee Meetings were held are mentioned below:

S. No.	Date of Meeting
1	27.05.2022
2	09.08.2022

o Stakeholder Relationship Committee Meetings

The Notice and Agenda of the Stakeholder Relationship Committee Meetings were circulated well in advance to the respective Members. During the year under review, 01 (One) Stakeholder Relationship Committee Meetings were convened and held. The dates on which the Stakeholder Relationship Committee Meetings were held are mentioned below:

Date of Meeting

15.03.2023

DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149

During the year Mr. Varun Mangla and Mr. Surinder Babbar holds the position of the Independent Director in the company and pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) and Section 149(7) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations ).

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also a statement on compliance of Code of Conduct for directors and senior management personnel, if any, formulated by the company

There has been no change in the circumstances affecting their status as independent directors of the Company.

14. NOMINATION AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has on the recommendation of the Nomination and Remuneration committee framed a policy which sets out the criteria for determining qualifications, positive attributes and independence of a director. The detailed policy is available on the website of the company at www.sabrimala.co.in.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

After such evaluation, the performance of the board, its committees found satisfactory, and all the powers has been exercised therein with adequate care.

16. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

17. VIGIL MECHANISM

Pursuant to the provisions to proviso to sub-section 10 of Section 177 of the Companies Act, 2013 and Regulation 22(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism Policy namely Vigil Mechanism-Whistle Blower Policy to deal within stance of fraud and mismanagement, if any.

Vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company?s code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

18. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in form MGT-7 for FY 2022-23 is available on Company?s website at http.//sabrimala.co.in/wp-content/uploads/2015/1 2/Drafi-Form-MGT-7 FY-22-23.pdf as per the Companies (Amendment) Act 2017

19. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As per the provisions of first proviso of sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the Financial Statement of Subsidiary are given along with consolidated accounts in Form AOC-1, please refer Annexure A to this report. The Annual Accounts of the Subsidiaries along with related detailed information will be made available to the members of the Company/Subsidiary seeking such information at such point of time. The Annual Accounts of the Company (including its subsidiary) are also available for inspection for any member and the same can be accessed from the website of the Company at www.sabrimala.co.in.

At present the Company has one subsidiary: Sabrimala Industries LLP and does not have any Associates and Joint Venture.

20. DEPOSITS

Our Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No deposits were unpaid or unclaimed at the end of the year.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has given loan within the limits covered under Section 186 of Companies Act, 2013 during financial year 2022-23. The total loan as on 31% March 2023 is mentioned in Note No. 11 of Standalone financial statement. However, no guarantees and investments made by the Company during the period under review.

22. RELATED PARTY TRANSACTIONS

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. However as per AS-18 the Company has entered in related party transactions as mentioned in Note No 33 of standalone financial statements for the year ended 31% March 2023.

All Related Party Transactions that were entered in to during the Financial Year were on arm?s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Further Form AOC-2 has been attached as Annexure B to Directors Report.

23. PARTICULARS OF EMPLOYEES

No employee has drawn remuneration in excess of the limit set out in pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required in respect of employees of the Company, will be provided upon request which is available for inspection by the members via mail upto the date of ensuring AGM. If any member is interested in inspecting the same, such member may write to the Company in advance.

24. REPORT ON CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Board?s Report.

Our Company has always adhered itself towards best governance practices. The Company has maintained high level of integrity and transparency towards compliance of all laws, regulations, rules and guidelines whether provided by any enactment or issued by SEBL

25. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report. Annexure C.

26. AUDITORS & AUDITORS? REPORT:

Statutory Auditors

M/s Saini Pati Shah & Co LLP (formally known as S G J & CO), Chartered Accountants were appointed as Statutory Auditors of the company to hold the office till conclusion of the 40" AGM of the Company.

The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments ws 134(3)(f)(1) of the Companies Act, 2013. The Auditors? Report does not contain any qualification, reservation or adverse remark by Statutory Auditors in their Audit Reports.

Internal Auditor

In terms of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014, the Company has appointed M/s Rastogi Sunil & Associates, Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2022-23.

Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under, the Company has appointed Mr. Loveneet Handa, proprietor of M/s Loveneet Handa & Associates as Secretarial Auditors of Company for financial year 2022-23. The Secretarial Auditor?s report has been obtained by the Company on 06% September, 2023 the same is annexed and marked as Annexure-D to this Report.

There were no qualifications, reservations, adverse remarks or disclaimers made in Secretarial Audit Report by M/s Loveneet Handa & Associates, Secretarial Auditors of Sabrimala Industries India Limited.

27. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

28. REGISTRAR AND SHARE TRANSFER AGENTS

M/s Skyline Financial Services Private Limited in the capacity of Registrar and Share Transfer Agents of your Company is looking after all the matters relating to shares in transfer, dematerialization etc.

Members are hereby requested to send their correspondence regarding transfer of shares, Demat of shares and other queries to Registrar and Share Transfer Agents i.e, M/s Skyline Financial Services Private Limited at D-153A, First Floor, Okhla Industrial Area, Phase I, New Delhi-110020.

29. STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors of your Company has made necessary disclosure as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. LISTING OF SHARES-

The shares of the Company are listed at:

Name of the Exchange	Address
BSE Limited	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001
Calcutta Stock Exchange Limited	7, Lyons Range, Dalhousie, Kolkata, West Bengal -700001

31. DISCLOSURES RELATING TO SCHEDULE V PART F OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Schedule V Part F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the suspense account till March 31, 2023, is as under:

Description	No. of cases/No. of shares
Aggregate Number of Shareholders and the outstanding shares in the initiation of suspense account in the beginning of the financial year	Nil
INumber of shareholders who approached the Company for transfer of Shares from suspense account during the year 2022-23	Nil
Number of shareholders to whom shares were transferred from suspense account during the year 2022-23	Nil
Aggregate number of Shareholders and the outstanding shares in the Suspense Account lying as on March 31, 2023	Nil
[That the voting rights on these shall remain frozen till the rightful owner of such shares claims the shares	Nil

32. DIRECTOR?S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

(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, in the case of a listed company, 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.

33. INTERNAL FINANCIAL CONTROL

Based on the framework of internal financial controls and compliance systems established and maintained by the Company the work performed by the internal, statutory and secretarial auditors and external consultants including the audit of internal financial controls over financial reporting by the statutory auditors and their views performed by management and the relevant board committees including the audit committee the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial year 2022-2023.

34. CORPORATE SOCIAL RESPONSIBILITY

Company do not fall under the mandatory limits set for mandatory corporate social responsibility committee formation and contribution, but company ensures that being part of the society it is the duty to give back to the society and take such efforts to do it.

35. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE.

Our policy against sexual harassment is embodied both in the Code of Conduct of the Company as well as also in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Our policy against sexual harassment is embodied both in the Code of Conduct of the Company as well as also in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013. The following is a summary of sexual harassment complaints received and disposed of during the financial year 2022-23:

Particulars	No of Complaints
Number of complaints pending at the beginning of the year	NIL
Number of complaints received during the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending at the end of the year	NIL

36. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure- E.

37. CODE OF CONDUCT

As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down Code of Conduct for all Directors and Senior Management of the Company and the same has been posted on the website of the Company. Annual Compliance Report for the year ended March 31, 2023, has been received from all the Directors and Senior Management Personnel of the Company regarding compliance of all the provisions of Code of Conduct. Additionally, Company has also adopted code of conduct for Independent Directors of the Company in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Declaration regarding compliance with the code of conduct of board and senior management is annexed herewith as Annexure F.

38. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures.

39. REGISTERED OFFICE OF THE COMPANY

The registered office of the company is 906, D-Mall, Netaji Subhash Place, New Delhi-110034 with effect from 01% April 2021 in pursuant to provision of Section 12 and any other applicable provision, if any of the Companies Act 2013. The company has not shifted the registered office during the year.

40. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings issued by Institute of Company Secretaries of India.

41. GENERAL

Your Director?s state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

o There are no significant material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations. The auditor has not reported any fraud under Section 143(12) of Companies Act, 2013 to the Audit Committee or the Board.

There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

? During the period under review, no valuation was done as the Company has not entered any one-time settlement The company has taken loan from Kotak Mahindra Bank of Rs. 4,60,00,000 on 02.03.2023 for which the charge was created on the company.

42. ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude in receipt of continued support and co-operation from various take holders including and not limiting to Shareholders, Customers, Institutions, Governmental and Semi- Governmental Agencies, Consultants, Business Associates and Employees of the Company.

	By Order	of the Board of Directors
	Sabrimala	Industries India Limited
	Sd/-	Sd/-
Place: Delhi	Suresh Kumar Mital	Tapan Gupta
Date: 10.08.2023	Managing Director	Wholetime Director
	DIN: 01835169	DIN: 08880267