trijal industries ltd Directors report


To,

The Members,

ABATE AS INDUSTREIS LIMITED

(FORMERLY KNOWN AS TRIJAL INDUSTRIES LIMITED)

Your Directors have great pleasure in presenting 32nd Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS: (In Thousands)

Sr. No.

SOURCES

31/03/2023 31/3/2022
1 Gross Income 17.95 1,747.25
2 Gross Operating Profit/(Loss) (3,559.59) (4,207.80)
3 Depreciation & Amortization 2.38 _
4 Profit/(Loss) Before Tax (3,539.26) (4,207.80)
5 Provision for Taxation / Deferred Tax 844.56
6 Profit/(Loss) After Tax (3,539.26) (3,363.24)

7

Other Comprehensive Income - Remeasurement of Financial Instrument

- -
8 Exceptional Items - -

9

Profit / (Loss) after Exceptional & Extraordinary

(3,539.26) (3,363.24)
Items
10 Net Profit/(Loss) Carried to Balance Sheet (3,539.26) (3,363.24)

2. RESULTS OF OPERATION:

During the Year under review, the Company has made an operating loss before Tax of Rs. 35,39,260/- against a loss of Rs. 42,07,800/- in previous year. However, the company has made a Loss after Tax of Rs. 35,39,260/- as against loss in previous year of Rs. 33,63,240/-.

3. SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE:

During the financial year 2021-22, The Company had passed special resolution for shifting the registered office from state of Maharashtra to state of Tamil Nadu and subject to Central Government Approval. During the current financial year Company has received order from Reginal Director dated 2nd June, 2022 for shifting of the registered office. As on the date of this report, new registered office address is updated on the Master data as the e-form INC-22 has been approved by Mumbai, ROC on 11th August, 2023.

4. PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

5. DIVIDEND:

During the period, your directors do not recommend any dividend for the year.

6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year 2022-2023, the Board had met Six (6) times on 30.05.2022; 01.07.2022; 08.08.2022; 14.11.2022; 14.02.2023 and 22.03.2023. The meetings of the Board were held periodically and 120 days has not lapsed between two meetings as prescribed under section 173 (1) of the Companies Act 2013.

7. TRANSFER TO RESERVES:

During the financial year 2022-23, the Company has not transferred any amount to reserves.

8. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, Regional Director, Western Region has passed order for shifting registered office of the Company from the state of Maharashtra to State of Tamil Nadu vide its order dated 2nd June, 2022 However As on the date of this report, new registered office address is updated on Master data as the e-form INC-22 has been approved by Mumbai, ROC on 11th August, 2023.

Also, Company has received approval from Bombay Stock Exchange (BSE) for Re-classification of its Promoters/Promoters Group from "Promoter" category to "public category dated 5th July, 2022.

9. PUBLIC DEPOSITS:

During the period under review, the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY:

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not given any loans or guarantees and not made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2022-2023.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal control in place, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, Compliance with regulation and for ensuring reliability of financial reporting. The Internal Audit function is carried out by independent firm of Chartered Accountants. The scope and authority of the Internal Audit is defined by the Audit Committee. The Internal Audit Reports are placed before the Audit Committee for its review and the Internal Auditors attends the Audit Committee meetings.

13. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, following appointment & resignation of Directors and Key Managerial Personnel took place: i. Mr. Swafvan Muhammedali Karuvathil was appointed as Chief Financial Officer of the Company w.e.f 30th May, 2022. ii. Mr. Rajat Uppal, Company Secretary & Compliance Officer of the Company resigned w.e.f 1st July, 2022. While, Board appointed Ms. Heena Rangari as Company Secretary & Compliance Officer w.e.f 1st july, 2022. iii. CS. Neetu Subramoniyan (DIN: 08788544) resigned as Independent Director of the Company w.e.f 29th September, 2022. iv. Mrs. Manjusha Ramakrishnan Puthenpurakkal (DIN: 09427053) was appointed as an Additional Non-Executive Independent Director for a period of 5 years w.e.f 14th November, 2022 subject to shareholders approval in the ensuing annual general meeting. v. Mr. Ashok Bhanushali Trikam (DIN: 03130730) resigned as Non-Executive Non-Independent Director of the Company w.e.f 14th February, 2023. While, Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN: 00722626) was appointed as Additional Non-Executive Director w.e.f 14th February, 2023 subject to shareholders approval in the ensuing annual general meeting. During the year Mr. Dr. Adv Arikuzhiyan Samsudeen (DIN: 01812828) & Mr. Muhammed Kutty Arikuzhiyil (DIN: 02007636) Directors of the Company were required to retire by rotation & were being eligible for re- appointment.

15. INDEPENDENT DIRECTORS:

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 14th February, 2023 as per schedule IV of the Companies Act, 2013.

C. Familiarisation Programme for Independent Directors:

The familiarization programme aims to provide Independent Directors with the Hospital industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner.

familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The Familiarization programme for F.Y 2022-2023 along with the hours spent on the Programme by the Independent Directors is posted on Companys website at https://www.abateas.com/

16. COMMITTEES OF THE BOARD:

A. Audit Committee:

The Audit Committee as on date comprises of four members. The Audit Committee Met 4 (Four) times in the financial year. All the recommendations made by the Audit Committee during the year were accepted by the Board.

B. Stakeholders Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013, the Stakeholders Relationship Committee constituted by the Board of Directors to deal with the matters related to stakeholders grievances met 4 (Four) times during the Financial Year.

C. Nomination and Remuneration Committee and Evaluation Policy:

The Nomination & Remuneration Committee of Directors have approved a policy for selection, appointment and remuneration of Directors which inter-alia requires that the remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior Management Employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director. The Committee Met 3 (Two) times in the financial year. Details of the Nomination, Remuneration and Evaluation Policy are set out are available at website of the Company https://www.abateas.com/.

17. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board deliberations. iii. Strategic perspectives or inputs regarding future growth of Company and its performance. iv. Providing perspectives and feedback going beyond information provided by the management. v. Commitment to shareholder and other stakeholder interests. vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

18. COMPLIANCE WITH SECRETARIAL STANDARDS :

The Company is following the applicable Secretarial Standards as prescribed and formulated by ICSI during the Financial year 2022-23.

19. DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures (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 Profit or 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 provision 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors have set up the Whistle Blower Policy I.e., Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violations of Companys Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Companys Website https://www.abateas.com/ . There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2022-23.

21. POLICIES:

The Company seeks to promote highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at https://www.abateas.com/ .

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

23. AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS

M/s. Mahesh C Solanki & Co., Chartered Accountants (Firm Registration No.CR2052) were appointed as Statutory Auditors of the Company at the 31st Annual General Meeting held during the year under review for a period of Five (5) to hold office till the conclusion of the 36th Annual General Meeting to be held in the year 2027. However, as per Companies (Amendment) Act, 2017 notified on 7th May, 2018 the provisions regarding the ratification of Auditor in every AGM has been done away.

The Auditors Report for Financial Year ended 31st March 2023 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors Report is enclosed with the financial statements in the Annual Report and the same is self-explanatory.

B. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed HSPN & Associates LLP, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2022- 2023. The Secretarial audit report for the financial year ended 31st March, 2023 is annexed to this Report in

Annexure "A".

The Secretarial Audit Report does not contain any disqualifications.

C. INTERNAL AUDITORS:

The company had appointed A. John Moris & Co., Chartered Accountants, as Internal Auditor of the company for Financial Year 2022-2023.

24. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2023 is uploaded on the website of the Company and can be accessed at https://www.abateas.com/

25. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

26. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Reg 34 of the SEBI(LODR) Regulations, 2015, is annexed as Annexure "B" to this report.

27. CORPORATE GOVERNANCE:

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2023, the Companys Paid-up Capital is of Rs. 501.61/- Lakhs and Net worth is of Rs. 0.91/- lakhs.

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

28. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company. Therefore, Company has not developed and implemented policy on Corporate Social Responsibility.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES.

There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arms length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2.

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Companys website https://www.abateas.com/.

30. DISCLOSURE UNDER 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 the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Companys website https://www.abateas.com/.

During the year and under review the Company has not received any complaints on sexual harassment.

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

(A) Conservation of energy: -

i. The steps taken or impact on conservation of energy: N.A. ii. The steps taken by the Company for utilizing alternate sources of energy: N.A. iii. The capital investment on energy conservation equipment: N.A.

(B) Technology absorption:

i. The efforts made towards technology absorption: N.A ii. The benefits derived like product improvement, cost reduction product development or import substitution: N.A iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) The details of technology imported: N.A b) The year of import: N.A c) Whether the technology been fully absorbed. N.A.

iv. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and:

N.A.

The expenditure incurred on Research and Development. N.A.

Foreign Exchange Earnings And Outgo: NIL

32. OTHER DISCLOSURES:

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

33. PENALTY & FEES:

As on the date of this report, Company has received show cause notice from Mumbai, ROC for delay in filing of E-form BEN-2 as required under section 90 of the Companies Act, 2023 read with rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018 amounting to Rs. 1,61,500 ( Rupees One Lakh Sixty One Thousand Five Hundred Only). However, Company has made a representation for weaver of penalty to ROC, Mumbai.

34. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the management team and staff of the Company.