Sanrhea Technical Textile Ltd Directors Report

To The Members,

Your Directors are pleased to present the 41th Annual Report together with the audited financial statement of the company for the year ended on 31st March, 2024.

The summarized financial results for the year ended 31st March, 2024 are as under:

Financial Results:

Particulars	2023-24	2022-23
	( in Lakhs)	( in Lakhs)
Gross Income	6,826.09	6,280.35
Gross Profit	873.24	552.43
Less:
Depreciation	108.60	110.88
Finance Charges	64.49	97.96
Total tax expenses	180.09	89.50
Other Comprehensive Income	(7.24)	(2.86)
Net Profit/(Loss)	512.82	251.23
Balance of P&L Account B/F	1,009.70	801.47
Appropriation:
Transfer to General Reserve	-	-
Appropriation of Dividend	50.00	43.00
Balance of Profit/Loss Carried Forward	1,472.52	1,009.70

Operations

During the year under report, performance of the company is upto the mark. Sales of the Company are 6,803.76 Lakh as compare to 6,280.35 Lakh in the previous year. Gross Profit of the Company is 873.24 er providing Depreciation, Finance Charges and Aft Lakhascompareto 552.43Lakhforthepreviousyear.

Taxation, the company has incurred Net Profit of 512.82 Lakh. The performance of the year is good as compared to previous year.

Dividend

Your directors have recommended a dividend of 15% ( 1.50/- per Equity Share of face value of 10 each) on the fully paid up Equity Shares out of the profits of the Company for the FY 2023-24. The said dividend, if approved by the shareholders, would result into a cash outflow of 75 Lakh.

Transfer to Reserve

We do not propose to transfer any amount to general reserve on declaration of dividend.

Deposits

The Company has not accepted any Deposits from the public and it is therefore not required to comply with the requirement under the Companies (Accounts) Rules, 2014.

Change in Share Capital

During the year under review, there has been no change in the share capital of the company.

Annual Return

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at www.sanrhea.com.

Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings was prepared and circulated in advance to the Directors.

During the year under review Four Board Meetings were held on 30. and 08.02.2024 respectively. Four Audit Committee Meetings 07.11.2023 and 08.02.2024 respectively. Meeting of Nomination and Remuneration Committee, Stakeholders Relationship Committee, Independent Directors meeting and CSR 30.05.2023. The intervening gap between the Meetingswas within the period prescribed under the rules and Company. regulations

Particulars of Loan, Guarantees and Investment

During the year under review, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.

Particulars of Contracts or Arrangements with Related Parties

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company time to time.

During the year, the Company has not entered into any contract or arrangement with related parties which could be considered ‘material according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party disclosures set out in the Notes forming part of the Account.

Ener Absorption and Foreign Exchange Earnings and Outgo Conservation of

Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo, are given separately in the Annexure hereto and form part of this report as Annexure - I.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report as Annexure - II.

Material changes and commitments affecting the financial position of the company

There are positionof the company which have materialchangesandcommitmentsaffecting financial occurred between the end of financial year and date of report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Companys subsidiaries, joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies

During the year under review, none of the companies have become or ceased to be Companys subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.

Directors

Appointment/Re-appointment

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Smt. Tejal Patel (DIN: 01130165), Director will retire by rotation at the ensuing AGM, and being eligible, offer herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The Directors recommend her re-appointment at the ensuing AGM.

The Board, based on the recommendation of the Nomination and Company, appointed Shri Ravishankar Gopal (DIN: 08821784), as an Additional Director in the capacity of Non Executive, Independent Director of the Company with immediate effect for a period of five years, subject to approval of the members of the Company in the ensuing Annual General Meeting.* The Directors recommend his appointment at the ensuing AGM.

The brief resume of the Directors being appointed/re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold Directorships, Committee Memberships/ Chairmanships and his shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

*Note: Point updated after updating draft Board Report. Key Managerial Personnel/Directs

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Shri Tushar Patel	: Managing Director
Smt. Teja Patel	: Non Executive Director
Shri Mahendrasignh Hada	: Executive Director
Shri Jasubhai Patel	: CFO
Shri Dharmesh Patel	: Company Secretary

Declaration by Independent Director

As per the requirements of the Companies Act, 2013, the company being a listed company require to appoint independent Directors being a listed company. Therefore, requirement for obtaining Declaration by the Independent Directors pursuant to section 149(6) Companies Act, 2013 is applicable to the company.

List of the Independent directors

Shri Vimal Ambani

Shri Miten Mehta

Shri Biren Patel Shri Ravishankar Gopal

The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in SEBI.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors states:

1) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating departures, if any; 2) that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profitof the Company for the year ended on that date. 3) that proper and sufficient care has been taken for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detectingfraudandotherirregularities; 4) that the annualfinancialstatements have been prepared on a going concern basis; 5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; 6) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of this nature, during the year under review:

1) erential rights as to dividend, voting or otherwise. diff Issueofequityshareswith

2) Issue of shares (Including sweat equity shares) to employees of the Company under any scheme.

3) Issued any shares under EmployeeStockOptionScheme.

4) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future. in respect of shares for the subscription/ 5) Voting purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of Act).

6) Change in the nature of business.

7) Application made or proceeding

8) One time settlement of loan obtained from the banks or financial institutions.

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Managerial Remuneration

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is attached herewith as Annexure Ill.

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going ConcernStatusAndCompanysOperationsInFuture

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in Future.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets.

Risk Management Policy

The company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake All the Assets of the company including Inventories, Buildings, Machinery is adequately insured.

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. Audit Committee been constituted to oversee the risk management process in the Company required under Section 134(3)(n) of the Companies Act, 2013.

Corporate Social Responsibility

During the year under review, as per the Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial year 2023-24. However the Company has sent 1.51 Lakh towards the CSR activities as per the CSR Policy and as Companies Act, 2013.

Audit Committee

The Company has constituted the audit committee as per requirement of section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being a Listed company.

Vigil Mechanism

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

NominationCommittee and Remuneration

The company has constituted Nomination and Remuneration Committee pursuant to section Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, company. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with rule 8(4) of the Companies (Accounts) Rules, 2014, the Board, in consultation with its Nomination & Remuneration Committee, has formulated framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Corporate Governance

Provision relating to Corporate Governance is not applicable to the company vide SEBI Circular No. CIR/ CFD/POLICY CELL/7/2014 dated 15th September, 2014 and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, therefore, Corporate Governance report is not forming part of the Annual Report.

Disclosure of accounting treatment in preparation of Financial Statements

The Company follows the guidelines of Accounting Standards referred to in section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts) Rules, 2014 together with Ind AS issued by the Institute of Chartered Accountants of India.

Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2024.

Secretarial Audit Report

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 PCS Jitendra Leeya, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - lV.

Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants (Firm registration number 104744W) was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 30, 2022. They have confirmed thattheyarenotdisqualifiedfrom continuing as Auditors of the Company.

The Statutory Auditors have confirmed that they are not disqualified to eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review.

Internal Financial Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope andauthorityoftheInternalAudit(IA)functionisdefinedin the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors.

acy and adequacy of internal control system ineffic TheInternalAuditormonitorsandevaluates the

Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.

Auditors Report

The Auditors Report for the financial year 2023-24 does not contain any qualification, reservation or adversere mark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Acknowledgement

Your directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By order of the Board of Directors

For, SanrheaTechnicalTextilesLimited

 

sd/-	sd/-
Tushar Patel	Tejal Patel
Managing Director	Director
(DIN: 00031632)	(DIN: 01130165)

 

Place : Ahmedabad

Date : 30.05.2024