Sejal Glass Ltd Directors Report

To the Members,

The Board of Directors of Sejal Glass Limited ("the Company") have pleasure in presenting the 26^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024.

1. FINANCIAL SUMMARY

The financial performance (Standalone and Consolidated) of the Company for the financial year ended March 31,2024 ("year under review") is as follows:

(Rs. In Lakhs)

Particulars	Standalone 31.03.2024	Standalone 31.03.2023	Consolidated 31.03.2024	Consolidated 31.03.2023
Gross revenue from operations	5952.51	4642.70	16379.93	4642.70
Total expenditure before finance cost, depreciation/ Amortizations.	5395.98	4292.26	14341.94	4276.84
Operating Profit/(Loss)	556.53	350.44	2037.99	365.86
Other income	147.18	17.61	92.98	17.61
Profit / (Loss) before finance cost, depreciation,exceptional items and taxes	703.71	368.05	2130.97	383.47
Less: Finance costs	555.71	230.50	1254.61	230.50
Profit / (Loss) before depreciation, exceptional items and taxes	148.00	137.55	876.36	152.97
Less : Depreciation/Amortisation	97.31	89.30	559.29	89.30
Profit / (Loss) before exceptional items & tax	50.70	48.25	317.06	63.67
Exceptional Items (Refer note)	0.00	(92.57)	0.00	(92.57)
Profit / (Loss) before taxes	50.70	(44.32)	317.06	(28.90)
Share of Profits/(Loss) of Associates	0.00	0.00	16.23	(88.99)
Net Profit/Loss for the period	50.70	(44.32)	333.31	(117.89)
Deferred Tax Expense	0.00	(903.00)	0.00	(903.00)
Other Comprehensive income:
(i) items that will not be reclassified to Profit or loss	(8.23)	0.00	(8.23)	0.00
(ii) Foreign Currency Translation Reserves	0.00	0.00	(54.07)	0.00
Total Comprehensive income for the period	42.47	858.68	271.02	785.11

2. OPERATIONAL PERFORMANCE:

The Highlights of the Companys performance (Standalone) for the Financial Year Ended March 31, 2024, are as under:

• Total Sales of the Company increased by 28.21 % to Rs. 5952.51 lakhs from Rs. 4642.70 lakhs in the previous year. The other income during the period under review stood at Rs. 147.18 lakhs as compared to the previous financial year figures of Rs. 17.61 lakhs.

• The reported Profit before Tax for the year was Rs. 50.70 lakhs as compared to Loss (after exceptional item) of Rs. 44.32 lakhs in previous financial year.

• The Net Profit after Tax was Rs. 50.70 lakhs as compared to Rs. 858.68 lakhs in the previous financial year.

The Highlights of the Companys performance (Consolidated) for the Financial Year Ended March 31,2024, are as under:

• The Company achieved a consolidated revenue of Rs. 16379.93 lakhs during the year under review as against Rs. 4642.70 lakhs for the previous financial year. The other income during the period under review stood at Rs. 92.98 lakhs.

• The Net Profit was positive at Rs. 317.08 lakhs as against Rs. 63.67 lakhs in previous financial year.

• The share of profit from Associates was to the extent of Rs. 16.23 lakhs as against loss Rs.88.99 lakhs in the previous financial year.

• Profit from operations before and after exceptional items was to the extent of Rs. 333.31 lakhs.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report.

4. DIVIDEND

The Board of Directors of the Company ("Board") has not recommended any dividend for the year under review.

5. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31,2024, the Company has one Direct Subsidiary and one Associate LLP. During the year under review, the Company acquired 99.01% equity share capital of Sejal Glass & Glass Manufacturing Products LLC ("Sejal UAE"), a Company incorporated under the laws of UAE w.e.f May 19, 2023.

Sejal Glass Ventures LLP (SGV LLP) is an Associate of the Company. The Company holds 44.99% of the Capital Contribution in the said LLP.

The Consolidated Financial Statements presented by the Company for the year under review is prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards (Ind-AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") which forms part of this Annual Report.

The operations of the Subsidiary and the Associate for the financial year ended March 31,2024, and its performance/contribution to overall performance of the Company is reported in the Consolidated Financial Statement of the Company for the financial year under review. A gist of financial highlights/performance of the Subsidiary and Associate is contained in Form AOC-1 and forms part of this report and annexed as Annexure-1.

6. SHARE CAPITAL

As on March 31,2024, the Authorised Capital of the Company was Rs. 60,00,00,000/- (Rupees Sixty Crore only) comprising of 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each and 45,00,000 (Forty Five Lakhs) Preference Shares of Rs. 100/- (Rupees One Hundred) each.

During the financial year under review the Company, issued and allotted 20,00,000 (Twenty Lakhs) Non- Convertible Non-Cumulative Redeemable Preference Shares (RPS) of Rs. 100/- (Rupees One Hundred only) each at par aggregating to Rs. 20,00,00,000/- (Rupees Twenty Crores only) to below mentioned allottees (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 RPS are not listed on any of the Stock Exchanges in India or abroad.

7. DEBENTURES

During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures.

8. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public falling under Section 73 of the Companies Act, 2013, (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has received orders from Income Tax Authorities raising demand for the period prior to the Honble NCLT Order dated March 26, 2021 (Pre-CIRP period) approving the Resolution Plan submitted by the Successful Resolution Applicants. The details of the orders passed are given herein below;

Sr. No. Brief details of litigation viz. name(s) of the opposing party, court / tribunal / agency where litigation is filed, brief details of dispute / litigation	Expected financial implications, if any, due to compensation, penalty etc.	Quantum of claims, if any
1. Income Tax department has raised a Penalty demand under u/s 271(1)(C) pertaining to AY 2012-13, for an	NIL	Rs. 38.52 crore
amount of Rs. 38.82 crores on account of the Company furnishing inaccurate particulars of income by wrongly claiming Long Term Capital Gain as Short Term Capital Gain and also by claiming wrong set-off of unabsorbed depreciation against the Short Term Capital Gain.
2. Income Tax department has raised a demand under u/s 147 rw 144B pertaining to AY 2018-19, for an amount of Rs. 1.57 crore on account of the addition of unexplained Credit of an amount of Rs. 14,47,773/-.	NIL	Rs. 1.57 crore
3. Income Tax department has raised a demand under u/s 147 rw 144B pertaining to AY 2019-20, for an amount of Rs. NIL on account of the addition of unexplained Credit of an amount of Rs. 22,31,015/-.	NIL	NIL

The Company was admitted to undergo Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, on February 12, 2019, the National Company Law Tribunal (NCLT) on March 26, 2021 (Order date) approved the Resolution Plan submitted by the Successful Resolution Applicant/s.

Consequent upon the approval of the Resolution Plan by the Honble NCLT u/s 31(1) of Insolvency and Bankruptcy Code 2016, all the claims not forming part of the approved Resolution Plan stand extinguished. The claim raised by the Income Tax department pertains to Pre-CIRP period and hence stands extinguished.

The Company is in the process of approaching the appropriate authorities for relief against the said order and in view of the above explanation the Company strongly opines that it has a strong case to defend the demand raised and the Company is hopeful that the demand will be set aside.

Due to this, there is no impact on financial, operations or other activities of the Company.

10. 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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2024, the Board of Directors of the Company comprised of One Executive Director (Whole-time Director), Four Non- Executive Independent Directors and One Non- Executive Director/ Chairman (details of the same are provided in the Corporate Governance Report which forms part of this Annual Report).

During the year under review no changes took place in the Board of Directors.

Retirement by Rotation at ensuing Annual General Meeting:

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Surji D. Chheda, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends his re-appointment in the ensuing 26^th Annual General Meeting.

Independent Directors Declaration:

The Company has received declarations from all the Independent Directors of the Company under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, 2015, confirming that:

a) they meet the criteria of independence stipulated under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

b) they are in compliance with the Code for Independent Directors prescribed under Schedule IV of the Act.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 were: Mr. Chandresh R. Rambhia as Chief Financial Officer and Mr. Ashwin S. Shetty as Vice President Operations & Company Secretary of the Company.

There were no changes in the Key Managerial Personnel of the Company during the financial year under review.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and a proper explanation has been provided in relation to any material departures;

(b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31,2024 and of the profit of the Company for the year under review;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts for the financial year ended March 31,2024 have been prepared on a going concern basis;

(e) internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and are operating effectively; and

(f) there were proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between these meetings was within the period prescribed under section 173 of the Act and Regulation 17 of the SEBI Listing Regulations, 2015 and Secretarial Standard on Meetings of the Board of Directors.

14. COMMITTEES OF THE BOARD

The Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the SEBI Listing Regulations, 2015.

As on March 31,2024, the Board had following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

The details of composition of each Committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report.

15. NOMINATION AND REMUNERATION POLICY

The Companys Nomination and Remuneration Policy is in conformity with the requirements of Section 178(3) of the Act and SEBI Listing Regulations, 2015.

16. VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

In terms of Section 177(9) of the Act read with the SEBI Listing Regulations, 2015, the Company has adopted a Vigil Mechanism cum Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without fear of any kind of discrimination, harassment, victimization or any other unfair treatment or employment practice being adopted against the whistleblower. No person is denied access to the Chairman of the Audit Committee.

The policy is available on the website of the Company viz. www.sejalglass.co.in

17. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were on an arms length basis and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions which were of repetitive nature and entered in the ordinary course of business and on an arms length basis. The statement giving details of all Related Party Transactions were placed before the Audit Committee and the Board for review and approval on a quarterly basis.

During the year under review, the Company has entered into material related party transactions and in terms of Section 134 of the Act, details of the same are stated in Form AOC-2 in Annexure- 2 of this report. The material related party transactions entered by the Company are within the limits and in terms of the approval sought from the members by way of postal ballot through remote e-voting held on March 22, 2024. All related party transactions are mentioned in the notes to the accounts.

The "Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions" (‘the Policy), as amended and approved by the Board of Directors has been uploaded on the website of the Company viz: https://www.sejalglass.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Investments, Loans and Guarantees as covered under the provisions of Section 186 of the Act are given in the notes forming part of the audited financial statements.

19. AUDITORS

a. Statutory Auditors

M/s. Gokhale & Sathe, Chartered Accountants (FRN 103264W) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 23rd AGM, held on September 30, 2021. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Statutory 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 March 31, 2024, 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 Secretaries 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 Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2023-24. The Secretarial Audit Report for the financial year 2023 - 24 in Form MR-3 is annexed as Annexure-3.

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 2023-24 and had been entrusted with the internal audit of the Company.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India being SS-1: "Meetings of Board of Directors" and SS- 2: "General Meetings" as applicable.

21. Risk Management

The Company has a Risk Management Policy duly adopted by the Board of Directors. The Policy is tailored to appropriately appraise the state of the Companys business risks. Management is empowered to identify, assess and leverage business opportunities and manage risks effectively.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to protect its shareholders and other stakeholders interest, achieve its business objective and enable sustainable growth.

The Board oversees the Enterprise Risk Management framework to ensure execution of decided strategies with focus on action and monitoring of risks arising out of unintended consequences of decisions or actions related to performance, operations, compliance, incidents, processes and systems, transactions and the same are managed appropriately. Further, major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, production, product quality, market, litigation, logistics, operational, financial, human resources, environment and statutory compliance. These process/ measures are reviewed and updated from time to time as required.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure - 4 hereto and forms an integral part of this Report.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under 197(12) of the Act, 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. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report and annexed as Annexure - 5 .

Certain statements in the ‘Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys financial statements and notes on accounts.

25. EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the extract of the Annual Return for the Financial Year 2023- 24 is put up on the Companys website viz. www.sejalglass.co.in

26. CORPORATE GOVERNANCE REPORT

The Company constantly endeavours to follow the Corporate Governance guidelines and best practice sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. Your Company has complied with the requirements of SEBI Listing Regulations, 2015 regarding Corporate Governance.

A report on the Corporate Governance practices followed by the Company, together with certificate(s) regarding compliance is given as Annexure- 6 to this report.

27. 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 year 2023-24, your Company did not receive any complaint of sexual harassment at workplace.

28. DETAILS OF FRAUD

There are no instances of fraud reported by the Auditors under section 143(12) of the Act and Rules made thereunder, during the year under review to the Central Government or the Board or the Audit Committee.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company does not fall under the purview of Section 135 of the Act during the year under review. Thus, disclosure regarding Corporate Social Responsibility (CSR) Policy under Section 134 (3) (o) of the Act, read with Rule 9 of the Companies (Accounts) Rules, 2014, is not applicable.

30. GENERAL DISCLOSURE

General disclosures as per section 134 of the Act read with Rules made thereunder:

a) The Company is not required to maintain the cost records as per section 148(1) of the Act. However, the cost record audit is not applicable to the Company for the year under review.

b) No application has been made or any proceeding is under pendency under Insolvency and Bankruptcy Code, 2016 during the year under review.

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

d) There has been no change in the nature of business of the Company.

e) The financial statements of the Company were not revised.

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

31. CAUTIONARY STATEMENTS:

Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable 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.

32. ACKNOWLEDGEMENT

The Board of Directors wish to place on record their gratitude to the Authorities, Banks, Business Associates, Shareholders, Customers, Dealers, Agents, and Suppliers for their unstinted support, assistance and co- operation and faith reposed in the Company. The Board of Directors would also place on record their deep appreciation to Employees at all levels for their hard work, dedication and commitment.

	For and on behalf of the Board
	Sd/-	Sd/-
	Jiggar L. Salva	Surji D. Chheda
Date : April 19, 2024	Whole-time Director	Chairman & Director
Place : Mumbai	DIN:09055150	DIN: 02456666