Sarup Industries Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting their 45th Annual Report on the Business and operations of aCompany and the accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous year figures is givenhereunder:

	Year ended March 31st 2024	Year ended March 31st 2023
Sales of products and services	1,156.79	914.02
Other Income	4.21	55.76
Total Income	1,161.00	969.78
Total Expenditure other than Interest and Depreciation	1,039.38	902.24
Profit before Interest, Depreciation and Tax	121.62	67.54
Depreciation and Amortization Expenses	74.22	82.43
Profit before Interest and Tax	47.40	-14.89
Finance Cost (net)	206.06	226.20
Profit before Tax	-158.66	-241.09
Provision for Current Tax	0	0
Tax expense	0	0
Provision for Deferred Tax	11.82	8.64
Net Profit	-170.48	-249.73
Adjustments in respect of prior years	0	0
Surplus brought forward	-2,674.58	-2424.85
Profit after Tax available for appropriation	-2,876.93	-2674.58
Your Directors recommend appropriation as under:
Proposed Dividend on Equity Shares	0	0
Dividend Tax on Proposed Dividend	0	0
Transfer to General Reserve	0	0
Income Tax /TDS/ wealth Tax Provision	0	0
Surplus Carried Forward	-2,876.93	-2674.58
Total Appropriation	-2,876.93	-2674.58

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the Companys performance are as under:

• Revenue from operations and sales has been increased this year from 914.02 Lakh to 1156.79 Lakh.

Further our Company putting more efforts to increase the sale as well as revenues of the Company.

3. PROPOSED TRANSFER TO GENERAL RESERVES

This year, as per section 134(3) (j) of Companies Act, 2013 no amount has transferred to the General Reserve.

4. DIVIDEND

In order to conserve the resources of the Company, the directors have decided not to declare any Dividendfor the financial year 2023-24.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

• The company has reduced its borrowings from banks/financial institutions from Rs. 13.46 cr to Rs7.72 cr in the financial year 2023-24. By the impact, the borrowing cost has been reduced fromRs.2.23 cr to Rs. 1.96 cr. In the said financial year.

• Regarding development of Multiplex cum shopping Mall, the company has signed and registered anagreement with Shalimar Corp. Lukhnow to complete the under-constructed shopping Mall. TheShalimar is approaching the financial institutions to arrange the funds to complete the said Mall asearly as possible. The company has converted the under-constructed Mall having book value of Rs.16.19 cr. from Capital work in progress to stock in trade in accordance with laws during the year2023-24.

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

There is none of the above-mentioned order(s) which impacts the going concern status and companysoperations in future.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

There is an adequate system of internal controls for the Company. The system is designed to adequatelyensure the orderly and efficient conduct of its business, including adherence to companys policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation of reliable financial information.

The Company also carries out regular internal audits to test the adequacy and effectiveness of its internalcontrol processes and also to suggest improvement and upgrades to the Management. The Company hasdisclosure controls and procedures in place that are designed to provide reasonable assurance that materialinformation relating to Intellect is disclosed on a timely basis.

8. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FORTHE COMPANY

The Company has adopted measures concerning the development and implementation of a RiskManagement Policy after identifying the following elements of risks which in the opinion of the Board maythreaten the very existence of the Company itself are as follows: -

a. High competition from East European countries and other Asian countries

b. international price fluctuation

d. Lack of warehousing support from the government

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings andoutgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014 is furnished in Annexure "A" and is attached to this report.

10. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

11. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copyof annual return of the financial year 2023-24 on its website athttps://www.sarupindustries.com/.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 isfurnished in Annexure "B" as Form AOC-2 and is attached to this report.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits itsresponsibility Statement that:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review, no amount ofprincipal or interest was outstanding on the date of balance sheet.

Company duly filed Eform DPT-3 in ROC in regard to Exempted deposits during the year.

16. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS

a) Board Meetings

The Board of Directors of the Company met Seven (07) times during the financial year 2023-24. Thedetails of various Board Meetings are provided in the Corporate Governance Report.

b) Changes In Directors and Key Managerial Personnel

• Ms. Lissy Jacob resigned from the post of Director w.e.f., 27.11.2023 due to personal reasons.

• Ms. Jyoti Parshad resigned from the post of chief financial officer of the company w.e.f.,

28.11.2023 due to personal reasons

• Mr. Ashish Mahendru appointed as chief financial officer of the company w.e.f., 28.11.2023

• Ms. Harjinder Kaur (DIN-10524745) appointed as an Additional Director of the Company witheffect from 27.02.2024.

• Mr. Rohit Rajpal (DIN: 08750443) resigned from the post of Independent Director w.e.f.,

15.05.2024

c) Re-Appointment

In accordance with the provisions of the Act-

• Mr. Simarjit Singh Bawa (DIN: 00851651),Managing Director is liable to retire by rotation at thisAnnual General Meeting and being eligible have offers himself for re-appointment.

d) Independent Directors

The Company has received declarations from all the Independent Directors of the Company under section149(7) of the Act, that they meet the criteria of independence as laid down under 149(6) of the Act.

e) Details of Ratio of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12) of the Act, isgiven in Annexure-C"

f) Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of theRevised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)issued by the Institute of Company Secretaries of India (ICSI).

g) Board Committees

The Board has constituted 3 committees which are as follows:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

h) Board Evaluation

As required under the provisions of Section 134(3) (p) the Board has carried out an annual performanceevaluation of its own performance, and the manner in which such performance evaluation was carriedout is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seektheir response on the evaluation of the entire Board and independent directors. The Nomination andRemuneration Committee reviewed the performance of individual directors on the basis of such asexercise of responsibilities in a bona fide manner in the interest of the Company, striving to attendmeetings of the Board of Directors/ Committees of which he/she is a member/ general meetings,participation constructively and actively in the meetings of the Board /committees of the Board, etc.

In separate meeting if Independent directors, performance of non-independent directors, the chairmanof the Company and the board as a whole was evaluated.

h) . Vigil Mechanism

The Company has established a Vigil mechanism and Whistle blower policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under the supervisionof the Audit committee. Employees may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

i) Related Party Transactions

All related party transactions that were entered into during the financial year were on arms length basisand were in the ordinary course of business. There were no other material significant related partytransactions made by the Company with Promoters, Directors, Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company at large.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No loans, guarantees and investments made by the company during the financial year 2023-24 exceedinglimit prescribed under Section 186 of Companies act 2013.

18. STATUTORY AUDITORS

M/s. Y K SUD & CO., Chartered Accountants (FRN- 0000047N),was appointed as statutory auditors of theCompany in 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of theCompany

19 SECRETRIAL AUDITORS: -

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 (as amended), your Board appointed CS Dinesh Gupta (ICSI MembershipNo. F3462 and CP. No.1947 ) of M/s. Dinesh Gupta & Co. , Company Secretaries, Jalandhar, as the SecretarialAuditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2024 and tosubmit Secretarial Audit Report.

M/s Dinesh Gupta & Co. Jalandhar has risen following observation in its secretarial audit report dated-16.06.2024.

Observations:-

1. The Company has not maintained the Structural Digital Database Software under Regulation 3(5) of TheSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, thus, the Companyhas not complied with the related requirements.

2. IEPF Form 1, 2 and 4 being a non -compliance from the previous financial years has yet not complied by theCompany.

3. Pursuant to circular no 14/2020 read with 20/2020 "All the resolutions passed in accordance with thismechanism shall be filed with the Registrar of Companies within 60 days of the meeting, clearly indicatingtherein that the mechanism provided herein along with other provisions of the act and rules were dulycomplied with during such meeting.-E-form MGT-14 if not filed by the Company with ROC with respect to thiscompliance.

Reply of the Board:-

a) The Company is under process of maintain the Structural Digital Database Software. Company is using theNSDL e-services login portal to upload all the SDD compliances.

b) Company is under process of filing the same and will file shortly.

c) Company will file the E-form MGT-14 with additional fees and will take care in the future.

20. COST AUDITORS

The provisions relating to cost records and Cost audit is applicable to the company.

20. CORPORATE GOVERNANCE

Your Company has been complying with the as applicable provisions of Corporate Governance as stipulated inSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. A separate report on CorporateGovernance along with Auditors certificate on compliance of the as applicable Corporate Governance normsas stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and ManagementDiscussion & Analysis forming part of this report are provided elsewhere in this Annual Report.

The Register of Members and Share Transfer books of the company will be closed with effect from 5th July2024 to 12th July 2024 (both days inclusive).

21. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The InternalComplaints Committee ("ICC") has been set up to redress the complaints received regarding sexualharassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2023-24:

(a) No. of complaints received: NIL

(b) No. of complaints disposed: NIL

22. LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2023-24 to Bombay Stock ExchangeLimited.

23. OTHER DISCLOSURES

I. There is no change in the nature of business of the Company during the year.

II. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) during the year.

III. There was no instances of one time settlement with Banks or Financial Institutions during the year.

IV. There is no voluntary revision, no any issue of equity shares with differential rights, issue sweatequity, ESOS etc during the year.

23. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and variousGovernment Authorities for their continued support extended to your Companies activities during the yearunder review. Your Directors also acknowledges gratefully the shareholders for their support and confidencereposed on your Company.

	By Order of the Board of Directors
		For Sarup Industries Ltd
	Sd/-	Sd/-
	Simarjit Singh Bawa	Atamjit Singh Bawa
	Managing Director	Director
	Din:00851651	Din:00807400
Place: Jalandhar
Date: 15.06.2024