Sulzer India Ltd Directors Report

To

The Members

Sulzer India Private Limited

The Directors have pleasure in presenting the Thirty Fifth Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.

FINANCIAL RESULTS

Rs. in Lakhs

Sr.	Particulars	Year ended March 31, 2023	Year ended March 31, 2022
1.	Total Income	74,564	70,432
2.	Profit before Taxation	7,797	5,790
3.	Provision for Taxation
	- Current Tax including Fringe Benefit Tax	1,907	1,485
	- Deferred Tax	-199	147
4.	Profit after Taxation	6,089	4,158
5.	Surplus brought forward from previous year	37,617	33,246
6.	Amount available for appropriation	43,515	37,617
	Appropriations
7.	Proposed Final Dividend	-	-
			-
8.	Tax on Proposed Dividend	-	-
9.	Transfer to General Reserve	-	-
10.	Surplus carried to Balance Sheet	43,515	37,617

OPERATIONS AND OUTLOOK (STATE OF THE COMPANYS AFFAIRS)

Despite challenging scenario, gross income increased by 6% and profit before tax increased by 35% over the previous year.

Your Company has adequate order backlog and is optimistic about its performance in the forthcoming year.

RESERVES

The Board does not propose to carry any amount to any reserves for the financial year under review.

DIVIDEND

Considering the business needs and with a view to conserve the resources, the Board has not recommended dividend for the financial year under review.

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate controls in place over various elements of financial reporting.

DEPOSITS

During the financial year under review, the Company has not invited or accepted any deposits from the public. There were no unclaimed or unpaid deposits as on March 31, 2023.

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

During the financial year under review, such application and proceeding was not made or pending.

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

During the financial year under review, no such matter took place.

STATUTORY AUDITORS & AUDIT REPORT

B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company have been appointed for a further term of 5 years to hold the office from the conclusion of 31 st Annual General Meeting i.e. September 30, 2019, till the conclusion of 36 th Annual General Meeting.

Pursuant to the amendment to Section 139 of the Companies Act, 2013 which was notified on May 07, 2018, ratification of appointment of Statutory Auditors at every Annual General Meeting is no longer required.

The audit report is not qualified.

COST RECORD & COST AUDITOR

As per Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost accounts and records and accordingly such accounts and records are made and maintained.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost records maintained by the Company are required to be audited and accordingly S R Bhargave & Co., Cost Accountants, have been appointed as Cost Auditor to audit the cost accounts and records maintained by the Company for Column Internals, Mellapak and Mixing Processing Equipment manufactured by the Company for the financial year ending March 31, 2023.

As required by the Companies Act, 2013 the remuneration payable to the Cost Auditor is required to be placed before the members in Annual General Meeting for their ratification. Accordingly, a resolution seeking approval of the remuneration payable to S R Bhargave & Co. as fixed by the Board is included in the Notice of Annual General Meeting.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

As stated in the auditors report, there are no frauds required to be reported under sub-section (12) of section 143.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY SHARES, EMPLOYEE STOCK OPTIONS OR PROVISION FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

During the financial year under review, the Company did not issue equity shares with differential rights, sweat equity shares, employee stock options or provide for purchase of its own shares by employees or by trustees for the benefit of employees

EXTRACTS OF THE ANNUAL RETURN

The Company does not have its exclusive website to place the Extracts of Annual Return.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that-

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the directors had 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 profit of the company for that period; the directors had 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; the directors had prepared the annual accounts on a going concern basis; proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Please refer Annexure A for the information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 which is appended hereto and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of social responsibility, your company has been contributing to the society for several years irrespective of regulatory compulsion.

However, in line with regulatory expectations, the Board of Directors has framed and adopted CSR policy with effect from April 2014 in line with Section 135 of the Companies Act, 2013 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014 which, inter alia , provides for objectives of the policy, scope of CSR activities, role of CSR committee, modes of undertaking CSR activities via projects or programs and execution, monitoring and reporting thereof etc.

The Directors have constituted CSR Committee with existing Directors as its members.

For more details, please refer Annexure B.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, there were no changes in the nature of business.

DIRECTORS

During the financial year under review, Mr. Torsten Wintergerste resigned as a Chairman and Director of the Company with effect from January 06, 2023.

Presently, Mr. Pramod Khade, Mr. J. Mallik and Mr. B. Balaji are the Directors of the Company.

COMPANIES WHICH BECAME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year under review, no such matter took place.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES OR ASSOCIATE COMPANIES OR JOINT VENTURES PURSUANT TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014

Please refer Annexure C for the statement containing salient features of the financial statement of a subsidiaries or associate companies or joint ventures pursuant to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

During the financial year under review, Board Meetings were held on 01.06.2022, 22.09.2022, 28.10.2022, 25.11.2022 and 23.02.2023. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the financial year under review, the Company has not advanced any loans / given guarantees / made investments.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

Please refer Annexure D for the particulars of contracts or arrangements with related parties referred to in Section 188(1) as prescribed in Form AOC-2 of the rules prescribed under chapter IX relating to Accounts of Companies under the Companies Act, 2013.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has a Risk Management Mechanism which is in line with the Group Companys policy identifying internal and external risks and implementing risk mitigation steps.

PREVENTION OF SEXUAL HARASSMENT POLICY AND CONSTITUTION OF COMMITTEE

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed Anti Sexual Harassment Policy covering all employees and constituted Internal Committee.

During the financial year under review, there was / were no complaint(s).

PARTICULARS OF EMPLOYEE

Please refer Annexure E for the employee who received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

APPRECIATION

The Board records its appreciation for the contribution of all employees, customers, vendors, bankers, regulatory authorities and members of the Company for their continued support and confidence in the Company.

For and on behalf of the Board of Directors,

Pune Pramod Khade J. Mallik August 28, 2023 Managing Director Director DIN 009368581 DIN 00199389