To
The Members,
Sudal Industries Limited
Your Directors present the Forty Fourth (44th) Annual Report of the Company
together with the Audited Statement of Accounts for the year ended March 31, 2023.
FINANCIAL RESULTS:
The Company’s performance during the year ended March 31, 2023 as compared to the
previous Financial Year, is summarized below:
(Rs. in Lacs)
| Particulars |
For the financial year ended 31st March, 2023 |
For the financial year ended 31st March, 2022 |
| Total Revenue |
16,170.72 |
12,905.27 |
| Earnings before interest, depreciation and tax |
-467.47 |
926.14 |
| Less: Interest and Finance Charges |
2,382.96 |
2072.05 |
| Less: Depreciation |
239.24 |
275.98 |
| Profit/(Loss) Before Exceptional Item and Taxation |
-3,089.66 |
-1421.90 |
| Exceptional Item |
-248.16 |
461.19 |
| Less: Provisions for Current Tax |
0 |
0 |
| Less: Provision for Deferred Tax |
0 |
0 |
| Less :Provision for tax for earlier year |
0 |
0 |
| Profit/(Loss) after Tax |
-3337.82 |
-960.71 |
| Other comprehensive income |
-10.32 |
5.10 |
| Total comprehensive income for the year |
-3327.51 |
-955.61 |
OPERATIONS AND RESULTS:
During the year under review, the revenue from operation was higher by 25% from Rs.
129.05 Crore to Rs.
161.17 Crore. However, due frequent price volatility, higher energy cost and above all
one time loss of 10.86 Cr on discardation of old Dies, the Company suffered loss before
Interest, Depreciation and Tax. Due to higher finance cost compared to previous financial
year, resulted in loss during the year. During the year under review, loss of Rs.2.48 Cr
on sale of one of non usable press added to high loss from operation. Resulting in to net
loss after comprehensive income Rs,33.27 Cr.
There was no change in the nature of business during the year under review.
The Company’s application for Prepackage Insolvency Resolution plan was admitted
by National Company Law Tribunal (NCLT) was admitted on 20/04/2023 and resolution plan
accepted vide order dated 10/08/2023. In accordance with the terms of resolution plan ,
the Company has paid Rs.727500/- to unsecured financial creditors and Rs2384 95835/-to
Canara Bank (secured financial creditors) . Now the balance of Rs5 Cr to be paid in four
quarterly installments. of Section 152 of the Companies Act, 2013, Mr. Mukesh Ashar (DIN:
06929024), being longest in the office is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. Necessary
proposal for his appointment has been included in the Notice of the ensuing Annual General
Meeting of the Company.
Pursuant to recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company, subject to approval of members, have re-appointed Mr. Sudarshan
Chokhani (DIN: 00243355) as the Managing Director of the Company, for a period of three
years with effect from September 1, 2023, August 31, 2026. Necessary resolution for
seeking approval of members for re-appointment of the Managing Director is included in the
notice of Annual General Meeting.
Ms. Neha Dhuru (DIN: 08206406) resigned as an Independent Director of the Company
w.e.f. from May 2, 2023. Mr. Debasis Acharya was appointed as Chief Executive Officer of
the Company with effect from June 01, 2022. Except as above there are no changes in Board
of Directors and Key Managerial Personnel of the Company.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors under Section
149(6) of the Companies Act, 2013 confirming their independence vis-?-vis the Company.
In the opinion of the Board, each of the Independent Director possess requisite
integrity, expertise, and experience for acting as an Independent Director of the Company.
All the Independent Directors who are required to undertake the online proficiency
self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, have complied with the same.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. BOARD MEETINGS:
The Board of Directors met seven (7) times during the Financial Year ended March 31,
2023 in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder.
The dates on which the Board of Directors met during the Financial Year under review
are as under:
? May 30, 2022
? July 05, 2022
? July 22,2022
? September 23, 2022
? November 14,2022 (adjourned and held on November 21, 2022)
? November 25, 2022
? February 14, 2023
The time interval between two Board meetings did not exceed the maximum permissible
limit prescribed under the Act and applicable laws.
b. DIRECTOR’S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2023 the Board of
Directors hereby confirms that:
? in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
? such accounting policies have been selected and applied 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 Financial Year ended March 31, 2023 and of
the loss of the Company for that year;
? 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;
? the annual accounts of the Company have been prepared on a going concern basis;
? the internal financial controls laid down have been followed by the Company and that
such internal f inancial controls are adequate and were operating effectively; and
? proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
c. NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee of Directors reconstituted in accordance with the
provisions of Section 178 of the Act.
The composition of the said Committee as on March 31, 2023 was as under:
| Sr. No |
Particulars |
Members |
| 1 |
Mr. Jal Thanawala |
Non-Executive Independent Director (Chairman) |
| 2 |
Ms. Neha Dhuru* |
Non-Executive Independent Director (Member) |
| 3 |
Mr. Lalit Maharshi |
Non-Executive Independent Director (Member) |
| 4 |
Mr. Shyantanu S. Chokhani |
Non -Executive Director (Member) |
* Ms. Neha Dhuru was resigned from independent Director of the Company w.e.f. May 2,
2023.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and payment of
remuneration to the Directors of the Company, are as under:
? Minimum Qualification
? Positive Attributes
? Independence
? Experience
The Policy is also available on the Company’s web-site i.e. www.sudal.co.in.
The Company Secretary acts as the Secretary of the Nomination & Remuneration
Committee.
d. AUDIT COMMITTEE:
The Audit Committee of Directors constituted under the provisions of Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 confirms
the compliance of the provisions of Section 177 of the Companies Act, 2013. The
composition of the Audit Committee is in conformity with the provisions of the said
section.
The Audit Committee as on March 31, 2023 comprised of:
| Sr. No |
Particulars |
Members |
| 1 |
Mr. Lalit Maharshi |
Non-Executive Independent Director (Chairman) |
| 2 |
Ms. Neha Dhuru* |
Non-Executive Independent Director |
| 3 |
Mr. Jal Thanawala |
Non-Executive Independent Director (Member) |
| 4 |
Mr. Sudarshan Chokhani |
Executive Director (Member) |
* Ms. Neha Dhuru was resigned from independent Director of the Company w.e.f. May 2,
2023.
During the year under review, the Board of Directors of the Company had accepted all
the recommendations of the Audit Committee.
The Company Secretary acts as the Secretary of the Audit Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review, pursuant to Section 178 of the Companies Act, 2013, the
Board of Directors of the Company constituted the Stakeholder’s Relationship
Committee, comprising of the following members as on March 31, 2023:
| Sr. No |
Particulars |
Members |
| 1 |
Mr Sudarshan S Chokhani |
Executive Director (Chairman) |
| 2 |
Mr. Jal Thanawala |
Non-Executive Independent Director (Member) |
| 3 |
Ms. Neha Dhuru * |
Non-Executive Independent Director (Member). |
| 4 |
Mr. Lalit Maharshi |
Non-Executive Independent Director (Member). |
* Ms. Neha Dhuru was resigned from independent Director of the Company w.e.f. May 2,
2023.
The Company Secretary acts as the Secretary of the Stakeholders’ Relationship
Committee.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 178
(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any victimization on raising of concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any financial
statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral, and
legal conduct of business operations.
BUSINESS RISK MANAGEMENT:
The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations, or circumstances, which may lead to negative
consequences on the Company’s businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision making pertaining to all business
divisions and corporate functions. Key business risks and their mitigation are considered
in the annual / strategic business plans and in periodic management reviews.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
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 all Committees. The manner in which evaluation has been carried out is detailed in Annexure
- III, which forms part of this Report.
INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company’s
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws, and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the Financial Year under review has been furnished and marked
as Annexure - IV.
AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2023:
The observations made by the Statutory Auditors in their report for the Financial Year
ended March 31, 2023 read with the explanatory notes therein are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
b. RE-APPOINTMENT OF STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, Bagaria & Co. LLP, Chartered Accountants
(FRN.: 113447W/W-100019), the Statutory Auditors of the Company, were reappointed for
period of 5 (Five) years, to hold office from the conclusion of 43rd (Forty
Third) Annual General Meeting the conclusion of the 48th (Forty Eighth) Annual
General Meeting of the Company.
The Company has received a certificate from the said Auditors that they are eligible to
hold office as the Auditors of the Company.
c. FRAUD REPORTING:
During the year under review, there were no instances of material fraud falling under
Rule 13 (1) of the Companies (Audit and Auditors) Rule, 2014, reported by the Statutory
Auditors of the Company during the course of the Audit conducted.
d. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2023:
In terms of the provisions of Section 204 read with Section 134 (3) of the Companies
Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the
Board had appointed M/s. Rathi and Associates, Practicing Company Secretaries to conduct
the Secretarial Audit of the Company for the Financial Year 2022-23. Secretarial Audit
Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2022-23 is
appended as Annexure - V to this Report.
The observations made by the Secretarial Auditors in their report for the Financial
Year ended March 31, 2023 read with the explanatory notes therein are as follows:
a) Pursuant to Regulation 29 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the prior intimation to stock
exchange for the Board meeting held on July 22, 2022 was not submitted within the
stipulated time period.
Management reply
The Company represented that the said delay was on account of technical glitches and
the said delay was taken on record by the Stock Exchange.
b) Pursuant to Regulation 33, Schedule III & BSE Circular No. DCS/COMP/28/2016-17
dated March 30, 2017 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the financial results for the quarter ended
September 30, 2022 was not submitted within the stipulated time period."
Management reply
The Company has paid the necessary fine for the said delay as per Standard Operating
Process stipulated by Securities and Exchange Board of India.
c) Pursuant to Regulation 46 (2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company’s website is
not fully updated with the information required to be disseminated.
Management reply
The Company has initiated the steps to comply with the applicable provisions.
d) Pursuant to the Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading)
Regulations 2015, the Company is required to maintain a Structured Digital Database ("SDD")
and pursuant to the BSE Circular No. 20221028-15 dated October 28, 2022 and 20230329-21
dated March 29, 2023, the Company did not maintain a Structured Digital Database.
Management reply
The Company has installed necessary software as per the requirements and update the
records in the said system.
e. COST AUDITORS:
Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditors
for auditing the cost and other relevant records of the Company.
In accordance with the said provisions and as per the recommendation of the Audit
Committee, the Board of Directors at their meeting dated August 23, 2023 re-appointed M/s.
Hemant Shah & Associates, Cost Accountants (Firm Reg. No. 000394), as the Cost
Auditors of the Company for the Financial Year 2023-24 on a remuneration of Rs. 80000/-
(RupeesEighty Thousand Only) for the applicable Product Groups. As required under the
Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be
placed before the Members in the General Meeting for their ratification. Accordingly, a
Resolution seeking members’ ratification for remuneration payable to M/s. Hemant Shah
& Associates, Cost Auditors is included in the Notice of the ensuing Annual General
Meeting.
OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the Financial Year ended March 31, 2023 made under the provisions
of Section 92 (3) of the Act is available on the website of the Company at www.sudal.co.in
under the section "Annual Return 2022-23".
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure - VI which forms part of this Report.
c. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social responsibility policy) Rules, 2014, were not applicable to your Company
during the Financial Year 2022-23 and accordingly compliances with respect to the same
were not applicable to the Company during the year under review.
d. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition, and redressal of sexual
harassment at workplace and has also established an Internal Complaints Committee, as
stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules thereunder. No case pertaining to sexual harassment at
workplace has been reported to Company during the Financial Year 2022-23.
e. GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions or applicability on these items during
the year under review:
- not issued any shares with differential rights and hence no information as per
provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share
Capital and Debenture) Rules, 2014 is not furnished.
- not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
- not issued any equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62 (1) (b) of the Act
read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
- no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule
16 (4) of Companies (Share Capital and Debentures) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is in compliance with the mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:
Subject to the applicable provisions of the Companies Act, 2013, all documents,
including the Notice and Annual Report shall be sent through electronic transmission in
respect of members whose email IDs are registered in their demat account or are otherwise
provided by the members. A member shall be entitled to request for physical copy of any
such documents.
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company had filed an application for initiating
Pre-packaged Insolvency Resolution Process as per Section 54A (2) (g) of Insolvency and
Bankruptcy Code, 2016". The application provides for mode and methods for settlement
of dues of each of the financial creditors. Further, the said application has been
admitted by the NCLT and on August 10, 2023, the said Authority approved the Prepackaged
Plan.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:
Pursuant to the Pre-Packed Insolvency Resolution Process under Insolvency and
Bankruptcy Code, 2016, the details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions, thereof are as under:
| Sr. No. |
Name of the Bank |
Total outstanding loan (in Rs) |
Resolution amount (in Rs) |
| 1. |
Canara Bank |
96,77,21,328 |
32,17,10,279 |
DISCLOSURE UNDER SCHEDULE V OF THE COMPANIES ACT, 2013: CORPORATE GOVERNANCE:
| Sr. No. |
Particulars |
Mr. Sudarshan Chokhani (Managing Director) |
Mr. Mukesh Ashar (Chief Financial Officer and Whole-Time
Director) |
Mr. Prasanna Ramdas (Company Secretary) |
Mr. Debasis Acharya (Chief Executive Officer) |
| I. |
Elements of remuneration |
|
|
|
|
| 1. |
Salary |
4,200,000 |
8,12,500 |
3,36,000 |
15,00,000 |
| 2. |
Benefits |
Nil |
52,000 |
Nil |
Nil |
| 3. |
Bonuses |
Nil |
35,000 |
Nil |
Nil |
| 4. |
Stock Options |
NA |
NA |
NA |
NA |
| 5. |
Pension |
NA |
NA |
NA |
NA |
| II. |
Additional Details |
|
|
|
|
| 1. |
Details of fixed component |
4,200,000 |
8,99,500 |
3,36,000 |
15,00,000 |
| 2. |
Details of performance linked incentives along with the performance criteria |
NA |
NA |
NA |
NA |
| III. |
Additional Details |
|
|
|
|
| 1. |
Service Contracts |
5 Years |
3 years |
NA |
NA |
| 2. |
Notice Period |
90 days |
90 days |
90 days |
90 DAY |
| 3. |
Severance Fees |
90 days Salary |
90 days salary |
90 days salary |
90 daysalary |
| IV. |
Stock option details, if any, and whether the same has been issued at a discount as
well as the period over which accrued and over which exercisable. |
NA |
NA |
NA |
NA |
ACKNOWLEDGMENTS AND APPRECIATION:
The Board of Directors take this opportunity to thanks the Customers, Shareholders,
Suppliers, bankers, Business partners/Associates, Financial Institutions and State
Governments for their consistent support and encouragement to the Company.
| For & on behalf of the Board of Directors |
|
| of Sudal Industries Limited |
|
| Sd/- |
Sd/- |
| Sudarshan S Chokhani |
Mukesh V Ashar |
| Managing Director |
Whole-time Director & CFO |
| DIN: 00243355 |
DIN: 06929024 |
| Date: August 23, 2023 |
|
| Place: Mumbai |
|
+91-9892691696
