sejal glass ltd share price Directors report


To the Members,

The Board of Directors present this 25th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2023 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

1. FINANCIAL RESULTS:

The Companys performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2023 is summarized below; (Rs. in Lakhs)

Particulars

Standalone Standalone Consolidated Consolidated
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Gross revenue from operations 4642.70 2,432.78 4642.70 NA

Total expenditure before finance cost, depreciation/ Amortizations.

4292.26 2,542.44 4276.84 NA
Operating Profit/(Loss) 350.44 (109.66) 365.86 NA
Other income 17.61 16.98 17.61 NA

Profit / (Loss) before finance cost, depreciation,exceptional items and taxes

368.05 (92.68) 383.47 NA
Less: Finance costs 230.50 105.40 230.50 NA

Profit / (Loss) before depreciation, exceptional items and taxes

137.55 (198.08) 152.97 NA
Less : Depreciation/Amortisation 89.30 124.10 89.30 NA
Profit / (Loss) before exceptional items & tax 48.25 (322.18) 63.67 NA
Exceptional Items (Refer note) (92.57) 15,018.41 (92.57) NA
Profit / (Loss) before taxes (44.32) 14,696.23 28.90 NA
Other Comprehensive income - (2.33) - -
Total Comprehensive income for the period 858.68 14,693.90 785.11 NA

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Highlights of the Companys performance (Standalone) for the Financial Year Ended 31st March, 2023 are as under:

Total Sales of the Company increased by 90.83% to Rs. 4,642.70 Lakhs from Rs. 2,432.78 Lakhs in the previous year.

Operating EBITDA (before exceptional items) was positive at 48.25 lakhs as compared to negative EBITDA (before exceptional items) of Rs. 322.18 Lakhs in the previous year. The other income during the period under review stood at Rs. 17.61 Lakhs as compared to the last years figure of Rs. 16.98 Lakhs. The exceptional items was negative at Rs. 92.57 Lakhs as compared to the positive exceptional items of Rs. 15,018.41 in the previous year.

The reported Loss before Tax (after exceptional item) for the year was Rs. 44.32 Lakhs as compared to Profit before Tax (after exceptional item) of Rs. 14,696.23 Lakhs. During the year the Company based on future projections and after obtaining expert opinion has created a net deferred tax asset of INR 903 lakhs on Unsued Tax Losses. After taking into consideration the deferred Tax asset the Net Profit after Tax was Rs. 858.68 Lakhs as compared to Rs. 14,696.30 lakhs in the previous year.

The Highlights of the Companys performance (Consolidated) for the Financial Year Ended 31st March, 2023 are as under:

The Company achieved a consolidated revenue of Rs. 4,642.70 Lakhs during the year under review. The other income during the period under review stood at Rs. 17.61 Lakhs. Operating EBITDA (before exceptional items) was positive at 63.67 lakhs. The share of loss from Associates was to the extent of Rs. 88.99 lakhs. Loss from operations before exceptional items was to the extent of Rs.25.32 Lakhs. Exceptional items were negative Rs. 92.57 lakhs during the year under review.

The reported Loss before Tax (after exceptional item) for the year was Rs. 117.89 Lakhs. After taking into consideration the deferred Tax asset of Rs. 9.03 Lakhs, the Net Profit after Tax was Rs. 785.11 Lakhs.

The Company had incorporated a Limited Liability Partnership by the name of Sejal Glass Ventures LLP ("LLP") on August 02, 2022 wherein the Company held 99.99% sharing in Profit and Loss and Capital Contribution. Vide an LLP agreement dated December 5, 2022 M/s. Dilesh Roadlines Pvt. Ltd., was admitted as the Partner in the said LLP, consequent upon which the holding of the Company was reduced from 99.99% to 44.99%, thereby making it an associate of the Company. Sejal Glass Ventures LLP has formed a wholly owned subsidiary by the name of M/s Sejal Glass and Glass Manufacturing Products LLC, in UAE on November 15, 2022. The investment by way of Capital Contribution in Sejal Glass Venture LLP was subsequent to the approval of the members received through Postal Ballot dated November 12, 2022.

The above consolidated results for the quarter and year ended March 31, 2023 are of the Company and the said LLP (including its wholly owned subsidiary as mentioned above) as per equity method prescribed under IndAS 28.

In view of the fact that the LLP has been incorporated in the current F.Y. the figures for the last year are not available.

3. DIVIDEND

The Board of Directors does not recommend any dividend to the shareholders of the Company for the financial year ended March 31, 2023.

4. TRANSFER TO RESERVES

No amount has been transferred to Reserves for the Financial Year under review.

Exceptional items:

During the year 2021-22:

Exceptional item for the year 2021-22 was gain of 15,018.41 Lakhs comprising of;

1) De-recognition of loans/borrowings, trade payables, statutory dues, other payables etc.

2) Reversal of Provision for Contingencies and unforeseen Losses, in respect of liabilities provided earlier

3) Impairment/write off of various asset consisting of old assets and receivables etc.

4) Net reversal of Provision for contingencies & doubtfulness and unforeseen Losses, in respect of assets.

During the year 2022-23:

Exceptional Item for the year 2022-23 was Loss of Rs. 92.57 lakhs in respect of loss of sale off core assets as per the Approved Resolution Plan.

5. MATERIAL DEVELOPMENTS

Consequent upon the approval of the Resolution Plan on March 26, 2021, the following key changes took place;

DURING THE PREVIOUS FINANCIAL YEAR.

Reconstitution of the Board of Directors.

The new management has taken charge of the affairs of the Company. The erstwhile Board of Directors vacated their office and the Board has been reconstituted with new members.

Reduction & Consolidation of existing Equity Share Capital:

The existing Paid up Capital of the Company stood reduced from the existing Rs. 33,55,00,000/- (Rupees Thirty Three Crores Fifty Five Lakhs Only) to Rs 10,00,000/- (Rupees Ten Lakhs Only) and the existing shares of the Company was consolidated from the existing 3,35,50,000 equity shares of the face value of Rs. 10/- each to 1,00,000 equity shares of the face value of Rs. 10/- each.

Issue & Allotment of fresh equity shares to the Resolution Applicants & its affiliates:

Issued & allotted 100,00,000 (One Crore) Equity Shares of Rs. 10/- each to the Resolution Applicant/s and /or its Affiliates.

Payment of dues to Creditors:

Upfront payment of Rs. 1025.00 Lakhs towards CIRP Costs, settlement of the debts of Operational Creditors & financial creditors.

Payment to Secured Creditors

An amount of Rs. 600.00 Lakhs was paid in January 2022, to the Secured Creditors being the Second Tranche in accordance with the provisions of the approved Resolution Plan.

Key Managerial Personnel:

The Key Managerial Personnel have been appointed.

DURING THE CURRENT FINANCIAL YEAR:

(i) Payment to Secured Creditors.

An amount of Rs. 600.00 Lakhs was paid in July 2022, to the Secured Creditors being the Third Tranche in accordance with the provisions of the approved Resolution Plan. Further an amount of Rs. 781.00 Lakhs was paid in October 2022, to the Secured Creditors being the last and final tranche in accordance with the provisions of the approved Resolution Plan. The said payment was done four months prior to the envisaged due date in the Approved Resolution Plan.

(ii) Reclassification of Authorized Share Capital of the Company:

The Authorised Share Capital of the Company has been reclassified from 60,00,00,000/- (Rupees Sixty Crore only) comprising 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to 15,00,00,000/- (Rupees Fifteen Crore only) comprising 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Re. 10/- (Rupees Ten) each and 45,00,00,000 (Forty Five Crore) comprising 45,00,000 (Forty Five Lakhs) Preference Shares of Rs.100/- (Rupee One Hundred) each.

(iii) Adjustment of Debit balance of Retained earnings against Surplus & Reserves:

The approved Resolution Plan dated March 26, 2021 read with the order dated June 07, 2021 provided for various reliefs and concessions interalia amongst others reduction of share capital by exempting compliance of the provisions of the Companies Act, 2013 (and the rules framed thereunder) and under any other applicable laws with respect to reduction of Share Capital.

In line with the approved Resolution Plan and in order to represent the true and fair view of the financial position of the Company post implementation of the Resolution Plan, the Company based on the expert opinion, has netted off the balances available under the Securities Premium and Capital Reserve on reduction of Share Capital against the Debit balance of Profit and loss account as given below;

Particulars

As on 31st March 2023
(Amount in Rs. Lakhs)
Retained earnings (Pre-adjustment) (27,321)
Adjusted by:
a) Securities Premium 14,066
b) Capital Reserve on Reduction of Share Capital 3,345
Retained earnings (Post-adjustment) (9,910)

(iv) Recognition of Deferred Tax Asset in the books of accounts against unused Tax losses:

Consequent upon the approval of the Resolution Plan the new management has taken over control of the Company and has taken various measures for revival and stabilization of the Business. The Company had substantial tax losses pertaining to period prior to Corporate Insolvency Resolution Process (CIRP) viz. unabsorbed tax depreciation of INR 17060 Lacs (which are available without any time limitation) along with business losses of INR 9372 Lacs, totalling to INR 26432 Lacs ("Unused Tax Losses").

The operations and resultantly revenue from operations of the Company has been increasing post CIRP. The Company has also posted Profit before exceptional items and tax of INR 48 Lacs in standalone financials of FY 2022-23. The management has prepared the future business projections of taxable business profits considering the current capacity level and stabilized cost structures. The said projections have been reviewed by the Board of the Directors of the Company. In the view of management, the said projections are reasonable and provides convincing indication for the probable amount of future taxable profits. Accordingly, as on 31st March 2023, the Company has recognized Net Deferred Tax Asset of INR 903 lacs mainly on account of Unused Tax Losses.

6. MATERIAL CHANGES POST CLOSURE OF FINANCIAL YEAR: a. Issue & Allotment of Preference Shares:

The Company on May 11, 2023, issued and allotted 20,00,000 (Twenty Lakhs) Non-Convertible Non-Cumulative Redeemable Preference Shares (RPS) of Rs.100/- (Indian Rupees One Hundred only) each at par aggregating to INR 20,00,00,000/- (Indian Rupees twenty Crores only) to below mentioned persons (under category Promoter and Affiliate of Promoter/Promoter Group respectively) in the following manner;

Name of the Allottee Address No of Shares Amount (Rs)

M/s Dilesh Roadlines Pvt. Ltd.

B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West), Mumbai 400082 15,00,000 15,00,00,000/-

M/s Dilesh Logistics (India) Private Limited

B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West), Mumbai 400082 5,00,000 5,00,00,000/-

The said preference shares are not listed on any of the Stock Exchanges in India or abroad.

b. Acquisition of Subsidiary LLC:

The Company acquired 99.01% Equity Shares of M/s. Sejal Glass & Glass Manufacturing Products LLC, an LLC incorporated under laws of UAE w.e.f. May 19, 2023.

Pursuant to the said acquisition the LLC has become Subsidiary of the Company with effect from the date of such acquisition.

7. SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31st March, 2023 was 10,10,00,000 (Rupees Ten Crore Ten Lakhs Only) comprising 1,01,00,000 (One crore one lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees & Investments covered under the provisions of Section 186 of the Companies Act, 2013, forms of the notes to the Standalone Financial Statements of the Company.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: a) Subsidiaries-During the year under review, there was no Subsidiary of the Company. b) Associate-

Sejal Glass Ventures LLP (SGV LLP) was an associate of the company, with the Company holding 44.99% of the Capital Contribution in the said LLP.

A separate statement containing the salient features of the Financial Statement of the Associate, in the Form AOC-1, is attached with this Annual Report as Annexure A

c) Joint Venture-

During the year under review, there was no Joint Venture of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition

The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. As on 31st March, 2023, the composition of the Board is as follows:

Name of the Director

Designation
Mr. Surji D. Chheda Chairman (Non- Executive- Non Independent Director)
Mr. Jiggar L. Savla Executive Director
Mr. Chirag H. Doshi Non – Executive - Independent Director
Ms. Neha R. Gada Non – Executive - Independent Director
Mr. Vijay Mamania Non – Executive - Independent Director
Ms. Amruta Patankar Non – Executive - Independent Director

b. Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jiggar Savla (DIN: 09055150) , retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. Jiggar Savla along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

c. Key Managerial personnel:

As on 31st March, 2023, following are the Key Managerial Personnel of the Company: a) Mr. Chandresh Rambhia - Chief Financial Officer b) Mr. Ashwin S. Shetty VP Operations & Company Secretary and Compliance Officer.

There were no changes in the Key Managerial Personnel during the year.

11. BOARD MEETINGS:

During the Financial Year ended on 31st March, 2023, Five (5) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of this Annual Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

12. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report. The certificate from the Practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

13. INDEPENDENT DIRECTORS DECLARATION:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they are in compliance of Code of Conduct;

14. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board

15. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The policy on the same can be accessed on the Companys website at www.sejalglass.co.in

16. RELATED PARTY TRANSACTIONS:

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Companys website at www.sejalglass.co.in

All related party transactions that were entered into during the FY 2022-23 were on an arms length basis and were in the ordinary course of the business. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. 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.

The related party transactions are approved by the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.

The details of related party transactions are provided in the accompanying financial statements of contracts or arrangements made with related parties.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arms lengths basis, Form AOC–2 is not applicable to Company.

17. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

During the Financial Year 2022-23, your Company did not receive any complaint of sexual harassment.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:

i. In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. We have 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 as at March 31, 2023 and of the profit & loss of the Company for the year ended on that date;

iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual financial statements for the financial year ended March 31, 2023 have been prepared on a ‘going concern basis;

v. Internal financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively, and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. AUDITORS:

a. Statutory Auditors

M/s. Gokhale & Sathe, Chartered Accountants (FRN 103264W) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 23th AGM, held on 30th September, 2021. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Statutory Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2023, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditors:

Section 204 of the Act inter-alia requires every listed company to annex to its Boards Report, a Secretarial Audit Report given by a Company Secretary in Practice. The Board of Directors of the

Company, in compliance with Section 204 of the Act, appointed Mr. Harshad Pusalkar, Proprietor of Pusalkar & Co., Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report in Form MR-3 is annexed as

Annexure ‘B.

c. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, read with the Rules made thereunder, M/s. Joisher & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2022-23 and had been entrusted with the internal audit of the Company.

20. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the extract of the Annual Return for the financial year 2022-23 in Form MGT-9 is put up on the Companys website at www.sejalglass.co.in

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE & OUTGO:

The Company is conscious of its responsibility to conserve energy and has taken measures in relation to conservation of energy and technology absorption. The particulars in respect to conservation of energy, Technology Absorption & Foreign Exchange & Outgo are given in the Annexure ‘C ‘to the Boards Report.

22. COMPLIANCE OF SECRETARIAL STANDARDS:

In terms of Section 118 (10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings. The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

23. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. CAUTIONARY STATEMENTS:

Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Companys operations include increase in price of inputs, availability of raw materials, changes in Government regulations, tax laws, economic conditions and other factors.

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A Separate section on the Management Discussion & Analysis Report is annexed to the Directors Report as Annexure ‘D.

26. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential rights as to dividend, voting or otherwise. c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. Disclosure regarding Corporate Social Responsibility (CSR) under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014.

e. None of Directors of the Company receive any remuneration or commission from its subsidiary/ies. f. No fraud has been reported by the Auditors to the Audit Committee or the Board. g. There has been no change in the nature of business of the Company. h. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

i. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

j. The financial statements of the Company were not revised.

k. The Company has not failed to implement any corporate action.

l. 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. \

m. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material.

n. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

o. There was no instance of one-time settlement with any Bank or Financial Institution.

27. INDUSTRIAL RELATIONS:

The Industrial relations have been cordial at the manufacturing facility of the Company.

28. ACKNOWLEDGMENT:

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board

Sd/- Sd/-

Date : August 12, 2023

Jiggar L. Savla Surji D. Chheda

Place: Mumbai

Executive Director Chairman & Director