shree narmada aluminium industries ltd Directors report

Dear Members,

M/s. Shree Narmada Aluminum Industries Limited,

Bharuch

Your directors have pleasure in presenting the 42^nd Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS: Rs. In Thousand (000)

Particulars	2022-2023 (Rs.)	2021-2022 (Rs.)
Total Revenue
- Revenue from Operations	-	-
- Other Income	-	-
Total	-	-
Total Expenditure	1427.97	707.60
Profit before Tax	(1427.97)	(707.60)
Exceptional items - Prior Period Expenses	-	100.84
Provision for Tax
- Current Tax	-	-
- Tax expense (reversal) / provision for earlier years	-	-
Deferred Tax (Credit)	-	-
Profit/(Loss) After Tax	(1427.97)	(808.44)
Other comprehensive income	-	-
Total comprehensive income for the year (net of tax)	(1427.97)	(808.44)
Profit brought forward from previous year	-	-
Profit available for appropriation	-	-
Appropriations:
- Interim dividend	-	-
- Dividend distribution tax on interim dividend	-	-
- Final equity dividend	-	-
- Dividend distribution tax on final dividend	-	-
- Dividend distribution Tax Credit	-	-
- Balance Carried Forward to Balance Sheet	(1427.97)	(808.44)

1 TRANSFER TO RESERVE:

As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the General Reserve pertaining to FY 2022-23.

2. DIVIDEND:

In view of the accumulated losses, your directors are not in a position to recommend any dividend for the year under review and regret for the same.

3 . THE STATE OF COMPANYS AFFAIRS AND OUTLOOK:

On account of general adverse market conditions for metal industries and due to the Court Receiver has taken possession of the factory premises, the Companys operation has been stopped. The Company has ended the financial year with a loss of Rs. (1427.97) /-. [Amt In thousand]

As already inform in the earlier years, that in spite of the Scheme of Compromise and/or Arrangement U/Sec 391-392, being sanctioned by the Honble High Court of Gujarat by its order dated 16-5-2008 and ICICI and in its place Kotak Mahindra Bank Ltd. being paid over all that was payable to it under the Scheme, Kotak Mahindra Bank Ltd. has approached the Honble DRT-III Mumbai. The DRT - III by its ex-parte order dated 05-012015 appointed a Receiver with physical possession of the Companys factory. On an application before the DRT- III, by order dates 5/10/2015, the said order was modified and the Companys Lessee was directed to be put in possession, with receiver being in formal possession. By order dated 5/10/2015, Kotak Bank challenged the said order claiming exclusive physical possession, however, the DRAT Mumbai by its order dated 4/01/2023, rejected Kotak banks Appeal. Subsequently the Companys Appeal, seeking setting aside appointment of the Receiver, came to be Rejected by the DRAT, Mumbai, by its order dated 27/07/2022. The Company is still aggrieved by the fact that the Receiver is appointed. Hence, the Company has prepared and is approaching the Mumbai High Court by way of a Writ Petition. The Company, believes and is advices that the said order of appointment of the Receiver is erroneous and is therefore vigorously trying to get the said order vacated and restore the possession to the Company.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 5,00,00,000 /-(Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten each) and

The Issued and Paid-up Capital of the Company during the year stood at Rs. 52,08,970 (Rupees Fifty-Two Lakhs Eight Thousand and Nine Hundred Seventy only) divided into 5,20,897 (Five Lakhs Twenty Thousand Eight Hundred Ninety Seven) equity shares of Rs. 10/- (Rupees Ten each).

5. BOARD MEETINGS / COMMITTEE MEETINGS:

Board Meeting

06 (Six) Board meetings were held in the financial year 2022-2023

The same were held as under:

1. 10-05-2022

2. 26-05-2022

3. 10-08-2022

4. 07-09-2022

5. 12-11-2022

6. 09-02-2023

Audit Committee

04 (Four) Audit Committee meetings held during the financial year 2022-2023.

The same were held as under

1. 26-05-2022

2. 10-08-2022

3. 12-11-2022

4. 09-02-2023

Nomination and Remuneration Committee

Nomination and Remuneration committee meetings held during the financial year 2022-2023. The same were held on 09.02.2023.

Stakeholders Committee

Stakeholders Committee meeting held during the financial year 2022-2023. The same was held on:

1. 26-05-2022

2. 10-08-2022

3. 12-11-2022

4. 09-02-2023

6. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) The Directors 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 at the end of the financial year and of the loss of the company for that period;

(iii) The Directors have 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;

(iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. STATEMENT ON INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. WEB LINK FOR THE ANNUAL RETURN: www.snailbh.in

9. COMPANYS POLICY RELATING TO DIRECTORS:

The Companys policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under section 178(3) of The Companies Act 2013 in furnished in Annexure A. The policy has been updated on company website.

10. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK:

Statutory Auditor

The notes on Financial Statements referred to in the Auditors report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The observations in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements were in the ordinary course of business and on an arms length basis, therefore, Form AOC - 2 is not applicable to the Company.

13. MATERIAL CHANGES:

In spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05.2008, M/s. Kotak Mahindra Bank claiming to be the assignee of ICICI Bank, approached to Honorable DRT Mumbai. By Ex-parte order dated 05.01.2015, the Honorable DRT-III Mumbai passed an order and appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession of factory premises on 6th August 2015. On an application before the DRT- III, by order dates 5/10/2015, the said order was modified and the Companys Lessee was directed to be put in possession, with receiver being in formal possession. By order dated 5/10/2015, Kotak Bank challenged the said order claiming exclusive physical possession, however, the DRAT Mumbai by its order dated 4/01/2023, rejected Kotak banks Appeal. Subsequently the Companys Appeal, seeking setting aside appointment of the Receiver, came to be Rejected by the DRAT, Mumbai, by its order dated 27/07/2022. The Company is still aggrieved by the fact that the Receiver is appointed. Hence, the Company has prepared and is approaching the Mumbai High Court by way of a Writ Petition. The said order is challenged and the Company is continuously making reasonable efforts to get the said Order vacated. Due to this the Companys operation has been stopped since August - 2015. Due to this reason, the Companys rent income towards lease rent has been stopped.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 in respect of Conservation of energy etc. is not applicable to the company.

There was no foreign exchange inflow or outflow during the year under review.

15. RISK MANAGEMENT:

The companys entire manufacturing unit is still acquired by the Court Receiver appointed by DRT-III Mumbai., under securitization act and as a result, the company has moved an application before appellate authority. Till the company re-obtain the possession your company is not able to start commercial production.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company for the current year.

17. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 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 & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors as decided by Nomination and Remuneration Committee was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process

18. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY:

Company does not have any subsidiary / Joint venture/ other associate company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the year, your Company has optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of the

BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2023:

Sr No	Name	Designation	Category
1	Kantilal Bhuralal Patel	Managing Director	Executive
2	Milan Rambhai Patel	Director	Non-Executive
3	Amrutaben Kantilal Patel	Director	Non-Executive
4	Bharat Ashwin Manek	Independent Director	Non-Executive
5	Shakuntala Rajesh Chavan	Independent Director	Non-Executive

CHANGES DURING THE YEAR:

Mrs. Amrutaben Kantilal Patel, Director was liable to retire by rotation, and being eligible, had offered herself for the re-appointment at the 41^st Annual General Meeting held on 29th September, 2022. The shareholders approval was sought at the 41^st Annual General Meeting for reappointment of Mrs. Amrutaben Kantilal Patel, Director and Non - Independent Director, based on the recommendation of the Nomination and Remuneration Committee and Board.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act, following are the Key Managerial Personnel of the Company:

Sr No.	Name	Designation
1	Kantilal Bhuralal Patel	Managing Director
2	Milan Rambhai Patel	CFO(KMP)
3	Sayali Patil	Company Secretary

20. Disclosure under Section 197 (12) and rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at "Annexure - B" to this report.

21. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) Name of top 10 employees in terms of remuneration draw

Designation of the Employee	Remuneration received	Nature of Employment, whether contractual or otherwise	Qualification & Experience of the Employee	Date of commencement of employment	Age of such employee	The last employment held by such employee before joining the Company	Percentage of equity shares held
Kantilal B Patel	Rs.1,80,000/-	Managing Director	42 Years experience in the field of Finance and General Administration.	15/04/1981	66 years		1.56
Sayali Patil	Rs.72000/-	Company Secretary	3 years of experience in the field of Company Secretary and Legal Compliances	13/02/2021	29 years	Employee at MSN Associates, Company Secretaries.	Nil

(ii) Employed throughout the year and were in receipt of remuneration of not less than Rs. 1.02 Cr. per annum Not Applicable

(iii) Names of employees employed for part of the year and were in receipt of remuneration of not less than Rs. 8.50 Lacs per month.

Not Applicable

Note:

1. The percentage of equity shares held by above mentioned employees are NIL as on 31^st March, 2023.

2. None of the Companys employees is related to any directors of the company.

22. AUDITORS:

STATUTORY AUDITOR

The Auditors M\s SVH & Associates, Chartered Accountants, Mumbai the present statutory auditors are appointed in the Annual General Meeting held in the year 2022, as per the provisions of Section 139 of the Companies Act, 2013 for a period of 5 years, i.e. till the conclusion of Annual General Meeting to be held in the year 2027.

SECRETARIAL AUDITOR

M/s Saurabh Shukla & Associates, Practicing Company Secretaries (Membership No. F11753, CP NO.17845) has been appointed as Secretarial Auditor for the financial year 2022-2023.

The Secretarial audit report is appended as an Annexure-C to this report.

INTERNAL AUDITORS

M/S Pranav B Raval & Associates Chartered Accountants has been appointed as Internal Auditors for the financial year 2022-2023.

23. DEPOSITS:

The Company has not received any amount of deposit during the financial year under review.

24. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

As informed, in spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05.2008, M/s. Kotak Mahindra Bank claiming to be the assignee of ICICI Bank, approached to Honorable DRT Mumbai. By Ex-parte order dated 5.1.2015, the Honorable DRT-III Mumbai passed an order appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession of factory premises on 6^th August 2015. The said order is challenged and the Company is continuously making reasonable efforts to take relief from the said Order. Due to this the Companys operation has been stopped since August - 2015. As result a rent towards lease rent premises from lessee has been stopped.

25. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to the Financial Statements for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

26. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013:

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 we report that, during 2022-2023, no case has been filed under the said Act.

27. CORPORATE GOVERNANCE REPORT:

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15^th September, 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreement and as stipulated under the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is not mandatory for the time being in respect of Companies having paid up share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

28. VIGIL MECHANISM:

The Company has established a Vigil Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Company have updated the policy on company website. The Vigil Mechanism Policy is appended as an Annexure D to this Report.

29. SHARES :

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issue any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus shares were issued during the year under review.

d. EMPLOYEE STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employee.

30. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has observed secretarial Standards as provided under Section 118(10) of Companies Act 2013.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING YEAR:

During the year, your Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS:

During the year, your Company has not initiated One Time Settlement with the Banks or Financial Institutions and therefore no details are required to be furnished

33. APPRECIATION:

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

	On Behalf of the Board of Directors,
	SD/-	SD/-
Place: Mumbai	Kantilal B. Patel	Milan Rambhai Patel
Date: 25-05-2023	Managing Director	Director and CFO
	DIN: 01441306	DIN: 02143088