<dhhead>Directors Report</dhhead>
To
The Members,
Sudal Industries Limited
Your Directors' present the Forty Fifth (45th) Annual Report
of the Company together with the Audited Statement of Accounts for the year ended March
31, 2024.
I. FINANCIAL RESULTS
The Company’s performance during the year ended 31st
March, 2017 as compared to the previous financial year, is summarized below:
| Particulars |
For the financial year ended 31st March,
2024 |
For the financial year ended 31st March,
2023 |
| Total Revenue |
14,419.49 |
16,170.72 |
| Earnings before interest, depreciation and tax |
735.57 |
-467.47 |
| Less: Interest and Finance Charges |
915.57 |
2,382.96 |
| Less: Depreciation |
179.41 |
239.24 |
| Profit/(Loss) Before Exceptional Item and Taxation |
-359.41 |
-3,089.66 |
| Exceptional Item |
12540.97 |
-248.16 |
| Less: Provisions for Current Tax |
0 |
0 |
| Less: Provision for Deferred Tax |
0 |
0 |
| Less :Provision for tax for earlier year |
63.91 |
0 |
| Profit/(Loss) after Tax |
12117.66 |
-3337.82 |
| Other comprehensive income |
-1.00 |
10.32 |
| Total comprehensive income for the year |
12118.66 |
-3327.51 |
OPERATIONS AND RESULTS:
During the year under review, the revenue from operation was lower both
in terms of value and quantum due to uncertainty in frequent and high price velocity .
During the year under review, the NCLT has approved the company's Base Resolution Plan
vide their order dated 10/08/2023.. The Company in accordance with the order of said
bench, had raised the Rs20.00 Cr through ICD from a private NBFC , issued 10 lakhs Shares
of rs10.00 each to Promoters (Rs1.00 Cr) and arranged the balance of Rs.1.42 Cr from out
of their own resources.
As result of such acceptance of resolution plan, , the Company has
written back Rs12540.97 lacs towards waiver of Interest and principal amount and thereby
the final Net profit after tax for earlier year was Rs. 12118.66 lakhs and even the Net
worth of Company has become positive. Jaldhara Properties & Trading Pvt Ltd, has filed
an appeal before National Company law Appellate tribunal (NCLAT) for reversal of base
resolution plan approved.
There was no change in the nature of business during the year under
review.
DIVIDEND:
Considering the operational loss in the current Ffinancial Year, the
Board of Directors have not recommended any dividend for the Ffinancial Year under review.
TRANSFER TO RESERVES:
In view of Profit earned after write bake of liability for earlier
years , the Board of Directors have not recommended transfer of any amount to reserves.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
During the year under review, the Company did not have any subsidiary,
associate and joint venture company. DEPOSITS: The Company has not accepted or renewed any
amount falling within the purview of provisions of Section 73 of the Companies Act 2013
("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review.
DEPOSITS:
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
DISCLOSURES UNDER SECTION 134 (3) (i) OF THE COMPANIES ACT, 2013:
During the year under review, no material changes and commitments have
occurred between the end of the Financial Year of the Company and date of this report
which could affect the Company's financial position.
INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. 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.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL:
No significant or material orders passed by Regulators, courts or
tribunals which could affect the operations of the Company.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:
The details of material transactions / contracts / arrangements entered
by the Company with related party / parties as defined under the provisions of Section 2
(76) of the Companies Act, 2013, during the Financial Year under review, are furnished in
Annexure - I and forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
During the year under review, there were no loans, guarantees given and
investments made and securities provided on behalf of the others.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE
REPORT:
Pursuant to Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis
Report is attached and marked as Annexure - II, forms part of this Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Mr. Sudarshan Chokhani (DIN: 00243355), being longest in the office is
liable to retire by rotation in accordance with the provisions of Section 152 of the
Companies Act, 2013, 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.
To fill the casual vacancy caused by the resignation of Ms. Neha Dhuru
(DIN: 08206406), Independent Director resigned w.e.f. from May 2, 2023, due to her
personal reasons, pursuant to recommendation of the Nomination and Remuneration Committee,
the Board of Directors of the Company, subject to approval of members, appointed of Ms.
Madhuri Ahire : (10338913) as the Independent Director of the Company, for a period of
five years with effect from November 06, 2023 to November 05, 2028. Necessary approval of
the Members of the Company will be obtained in the ensuing Annual General Meeting.
Except as above there were 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 five (5) times during the Financial Year
ended March 31, 2024, 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 26, 2023 August 14, 2023 August 23,2023 November 06, 2023 February
12, 2024
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, 2024 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,
2024 and of the loss before exceptional Item 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 financial 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 constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015. The composition of the said
Committee as on March 31, 2024 was as under:
| Sr. No. Particulars |
Members |
| 1 Mr. Jal Thanawala |
Non-Executive Independent Director (Chairman) |
| 2 Mr. Lalit Maharshi |
Non-Executive Independent Director (Member) |
| 3 Mr. Shyantanu S. Chokhani |
Non -Executive Director (Member) |
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, 2024 comprised of:
| Sr. No. Particulars |
Members |
| 1 Mr. Lalit Maharshi |
Non-Executive Independent Director (Chairman) |
| 2 Mr. Jal Thanawala |
Non-Executive Independent Director (Member) |
| 3 Mr. Sudarshan Chokhani |
Executive Director (Member) |
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.
e. 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, 204:
| Sr. No. Particulars |
Members |
| 1 Mr Sudarshan S Chokhani |
Executive Director (Chairman) |
| 2 Mr. Jal Thanawala |
Non-Executive Independent Director (Member) |
| 3 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. f. 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, 2024:
The observations made by the Statutory Auditors in their report for the
Financial Year ended March 31, 2024 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
re-appointed 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, 2024:
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
2023-24. Secretarial Audit Report issued by M/s Rathi and Associates in Form MR-3 for the
Financial Year 2023-24 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, 2024 read with the explanatory notes therein are as
follows:
a) 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 web site is complied with and updated
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 May 30, 2024
re-appointed M/s. Hemant Shah & Associates, Cost Accountants (Firm Reg. No. 000394),
as the Cost Auditors of the Company for the Financial Year 2024-25 on a remuneration of
Rs. 1,00,000/- (Rupees One Lakhs 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 2023-24".
b. 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.
c. 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.
d. 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 provided 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.
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 & Director |
| DIN: 00243355 |
DIN: 06929024 |
| Date: May 30, 2024 |
|
| Place: Mumbai |
|
|