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Sabrimala Industries India Ltd.

BSE: 540132 Sector: Others
NSE: N.A. ISIN Code: INE400R01018
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NSE 05:30 | 01 Jan Sabrimala Industries India Ltd
OPEN 7.60
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52-Week high 17.35
52-Week low 7.60
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.60
Sell Qty 1199.00
OPEN 7.60
CLOSE 7.60
VOLUME 1
52-Week high 17.35
52-Week low 7.60
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.60
Sell Qty 1199.00

Sabrimala Industries India Ltd. (SABRIMALAINDUS) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their 34thAnnual Report togetherwith the Audited Accounts of the Company for Financial Year ended March 31 2018.

1. Financial Results

(inRs.)
Title Year ended 31.03.2018 Year ended 31.03.2017
Revenue from Operations 316072035 175894034
Other Income / Loss 7818420 2829897
Total Expenditure except Deprecation and Finance 322487301 176869883
Cost
Interest 2750190 43375
Depreciation and Amortization 2501306 694261
Profit / Loss before Tax -3046010 1116412
Provision for Tax (adjusted) 1092322 503529
Profit / Loss for the year -1953688 612883

2. Consolidated Financial Statement

In compliance with Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Consolidated Financial Statement are prepared inaccordance with the Accounting Standards notified under section 133 of the Companies Act2013 read with rule 7 of Companies (Accounts) Rules 2014. The Consolidated FinancialStatements have been prepared in accordance with Accounting Standard 21 AccountingStandard 23 and Accounting Standard 27 as issued by The Institute of Chartered Accountantsof India and illustrating the financial resources assets liabilities income profit andother details of the company and its subsidiaries as a single entity after elimination ofminority interest. The Consolidated Financial Statements together with Auditor's Reportthere on from part of the Annual Report.

3. Operational Review

Income from operations of the Company increased to Rs.3160.72 Lacs againstRs.1758.94Lacs in the previous year. Loss before taxation was Rs.30.46 Lacs as against Profit ofRs.11.16 Lacs in the previous year. The net loss of the Company is Rs.19.53 Lacs asagainst profit of Rs.6.12 Lacs in the Previous Year.

4. Share Capital

The paid up equity capital of the company as on March 31 2018 was Rs. 871.45 Lacs.During the year under review the Company has not issued any equity share preferenceshare or any other security.

5. Reserves

The reserves of the Company stood atRs.18.16 Lacs against Rs.37.64 Lacs in the lastFinancial Year.

6. Dividend

Your Directors had not recommended any dividend for the financial year ended March 312018.

7. Public Deposits

Our Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014. No depositswere unpaid or unclaimed at the end of the year.

8. Change in Directors and KMP

Mr. Shiv Kumar Garg was appointed as the Chairman of the company w.e.f 10thApril 2017.

As per the provisions of Articles of Association and the Company Act 2013 Mr. ShivKumar Garg Non- Executive Director of the Company is liable to retire by rotation andbeing eligible offered himself to be appointed as Director of the Company. The Board ofDirectors have recommended his re appointment.

Ms. Sonam Garg the company secretary/Compliance Officer of the Company has resignedfrom the post with effect from April 16 2018. Ms. Chetna has been appointed as newCompany Secretary/Compliance Officer of the Company with effect from May 30 2018.

9. Meetings of the Board of Directors

During the Financial Year ended March 31 2018 the meeting of Directors of your Companyheld eight times on 10.04.2017 18.05.2017 30.05.2017 28.08.2017 14.09.201710.10.2017 14.12.2017 13.02.2018.

10. Declaration by Independent Directors

The Independent Directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. Nomination and Remuneration Policy

Pursuant to the provision of section 178 of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015 theBoard has on the recommendation of the Nomination and Remuneration committee framed apolicy which sets out the criteria for determining qualifications positive attributes andindependence of a Director. The detailed policy is available on the website of the companyat www.sabrimala.co.in.

12. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the Directors individually as well as the evaluation of the working ofits Audit Nomination and Remuneration and Stakeholders Relationship Committees.

13. Subsidiary(ies) and their performance

As per the provisions of first proviso of sub-section (3) of section 129 of theCompanies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 statementcontaining salient features of the Financial Statement of Subsidiary are given along withconsolidated accounts in Form AOC-1. The Annual Accounts of the Subsidiaries along withrelated detailed information will be made available to the members of theCompany/Subsidiary seeking such information at such point of time. The Annual Accounts ofthe Company are also available for inspection for any member during the business hours atthe registered office of the Company and subsidiary and the same can be accessed from thewebsite of the Company at www.sabrimala.co.in.

At present the Company has one subsidiary:

Sabrimala Industries LLP

The Company does not have any material subsidiary as of now. None of the SubsidiaryCompany holds more than 20% of the income or networth of Consolidated income or networthrespectively of the listed entity and its subsidiaries in the immediately precedingaccounting year. None of the subsidiary holds any major loans or investment.Please referAnnexure C to this report.

14. Committees of the Board

a. Audit Committee

The Audit Committee functions according to requirement of section 177 of the CompaniesAct 2013 that defines its composition authority responsibility and reporting functionsas applicable to the Company and is reviewed from time to time. Company Secretary acts asa Secretary to the Committee. Statutory Auditors Internal Auditors and Senior ManagementPersonnel of the Company also attend the meetings by invitation.

The Audit Committee of the Company comprises of:

Name of Committee Members Status Category Chairperson/Executive/ Non-Executive/independent/ Nominee
Ms. Monika Gupta Chairman Non-Executive/ Independent
Audit Committee Mr. Amit Kumar
Saraogi Member Executive/ Non- Independent
Mr. Sumit Jindal Member Non-Executive/ Independent

b. Nomination and Remuneration Committee

The Board of Directors of every Listed Company is required to have Nomination andRemuneration Committee. The Committee is constituted to identify persons who are qualifiedto become Directors and who may be appointed in Senior Management and to formulate thecriteria for determining qualifications positive attributes recommend to the Board apolicy relating to the remuneration for the Directors Key Managerial Personnel and otheremployees and to carry out evaluation of every Director's performance and to lay thematters as enumerated under the Companies Act 2013.

The Nomination and Remuneration Committee of the Company comprises of:

Name of Committee Members Status Category Chairperson/Executive/ Non-Executive/independent/ Nominee
Nomination and Remuneration Committee Mr. Sumit Jindal Chairman Non-Executive/ Independent
Mr. Shiv Kumar Garg Member Non-Executive / Non- Independent
Ms. Monika Gupta Member Non-Executive/ Independent

c. Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted to ensure that all commitment toshareholders and investors are met and thus strengthen their relationship with theCompany. The composition of the Stakeholders Relationship Committee is as below:

Name of Committee Members Status Category Chairperson/Executive/ Non-Executive/independent/ Nominee
Stakeholder Relationship Committee Ms. Monika Gupta Chairman Non-Executive/ Independent
Mr. Shiv Kumar Garg Member Non-Executive / Non- Independent
Mr. Sumit Jindal Member Non-Executive/ Independent

d. Sub Committee of Investment

The Sub Committee of Investment was constituted to ensure pursuant to the provisions ofsection 179 (3) and other applicable provisions if any of the Companies Act 2013 tomake investment by way of subscription purchase or otherwise Securities of anybodycorporate Units of Mutual Funds IPO etc.

The composition of the Stakeholders Relationship Committee is as below:

Name of Committee Members Status Category Chairperson/Executive/ Non-Executive/independent/ Nominee
Sub- Committee of Investment Mr. Shiv Kumar Garg Chairman Non-Executive/ Independent
Mr. Amit Kumar Saraogi Member Executive / Non- Independent
Mr. Sanjay Garg Member Executive/ Non-Independent

15. Auditors and Auditor's Report

Khatter& Associates Chartered Accountants continued the statutory auditors of theCompany for the year ended 31.03.2018. The term of office of Khatter & AssociatesChartered Accountants continues till the conclusion of the 35thAnnual GeneralMeeting.

Auditors submitted their report on the financials of the Company for the year endedMarch 31 2018.

A) The Auditor's in their report to the members have given a qualified opinion and theclarification of your Directors with respect to it is as follows:

Note No. 10 to the financial statements the company is in the process ofreconciling the trade receivable balances with certain customer and the impact ofadjustments if any that may arise is presently not ascertainable.

Clarification: The nature of business of the company was through E-Commerce portalsand it is very lengthy process to reconcile the trade receivable balances. The Managementhas taken note of the same and is under the process to reconcile the trade receivablebalances with certain customers.

16. Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms.HemaNegi Company Secretary in Practice to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report is annexed herewith as Annexure A.

Secretarial Auditors submitted their report on the compliances of the Company.

17. Internal Control Systems and their Adequacy

The company has an internal control system commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theChairman and Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the company. Based on the report of theinternal audit function process owners undertake corrective actions in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

18. Vigil Mechanism

Pursuant to the provisions to proviso to sub-section 10 of Section 177 of the CompaniesAct 2013 and Regulation 22(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has a Vigil Mechanism name Vigil Mechanism-Whistle BlowerPolicy to deal with instance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and Stakeholder responsibility.

The policy can be accessed on the website of the company.

19. Details of Material Orders passed by Regulators

There are no significant material orders passed by the regulators/ courts which wouldimpact the going concern status of the company and its future operations.

20. Particulars of Loans Guarantees or Investments

The Company has not given any loans or guarantees of investments covered underprovisions of Section 186 of the Companies Act 2013.

21. Related Party Transactions

All Related Party Transactions that were entered into during the Financial Year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. The Related Party Transaction Policy pursuant toRegulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is available on the Company's website at www.sabrimala.co.in.Form AOC-2 has beenattached as Annexure D to Directors Report.

22. Conservation of Energy

a) Company ensures that its operations are conducted in the manner whereby optimumutilization and maximum possible saving of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.

23. Technology Absorption

In the present global scenario the Company strives to maintain and improve quality ofits services and takes appropriate measures to keep pace with fast changing technologicalinnovation.

24. Foreign Exchange Earnings and Out-Go

During the period under review there was no foreign exchange earnings or out flow.

25. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of section 136 of the Act reportsand accounts are being sent to the members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by the members atthe Registered Office of the Company during business hours on working days of the Companyup to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Company Secretary in advance.

26. Code of Conduct

As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has laid down Code of Conduct for all Directors and SeniorManagement of the Company and the same has been posted on the website of the Company.Annual Compliance Report for the year ended March 31 2018 has been received from all theDirectors and Senior Management Personnel of the Company regarding compliance of all theprovisions of Code of Conduct.

Additionally company has also adopted code of conduct for Independent Directors of theCompany in accordance with The Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

27. Report on Corporate Governance

As per Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Clause15 of Chapter IV SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Paid up capital of the Company was lessthan Rs. 10 crores i.e. Rs. 87145000 and the Networth was less than Rs. 25 Crores as onthe last day of the previous financial year i.e. 31stMarch 2017.

During the year 2017-2018 the paid up capital remained same and the Net Worth was alsoless than 25 Crore as on the last day of the previous Financial year i.e. 31st March2017.

Therefore the Corporate Governance Report is not applicable to the company.

However your Company has always adhered itself towards best governance practices. TheCompany has maintained high level of integrity and transparency towards compliance of alllaws regulations rules and guidelines whether provided by any enactment or issued bySEBI.

28. Report on Management Discussion and Analysis

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in the separatesection forming part of this Annual Report. Refer Annexure E.

29. Registrar and Share Transfer Agents

Skyline Financial Services Private Limited in the capacity of Registrar and ShareTransfer Agents of your Company is looking after all the matters relating to shares intransfer and dematerialization.

Members are hereby requested to send their correspondence regarding transfer of sharesDemat of shares and other queries to Registrar and Share Transfer Agents i.e

Skyline Financial Services Private Limited

D-153A Ist Floor Okhla Industrial Area Phase – I New Delhi-110020

30. Statutory Disclosure

None of the Directors of your Company are disqualified as per the provisions of section164 of the Companies Act 2013. The Directors of your Company has made necessarydisclosure as required under various provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

31. Listing of Shares

The shares of the Company are listed at:

Name of the Exchange Address
BSE Limited Phiroze Jeejeebhoy Towers 25th Floor Dalal Street Mumbai-400001
The Calcutta Stock Exchange Limited 7 Lyons Range Kolkata-700001

32. Disclosures relating to Part F of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015

Pursuant to Part F of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the details in respect of the shares lying in the suspense account tillMarch 31 2018 is as under:

Description No. of cases/ No. of shares
Aggregate Number of Shareholders and the outstanding shares in the initiation of suspense account. Nil
Number of shareholders who approached the Company fortransfer of shares from suspense account during the year 2017-18 Nil
Number of shareholders to whom shares were transferredfrom suspense account during the year 2017-18 Nil
Aggregate number of Shareholders and the outstanding sharesin the Suspense Account lying as on March 31 2018 Nil

33. Director's Responsibility Statement

As required under Section 134 of the Companies Act 2013 the directors would like tostate that:

1. In the preparation of Annual Accounts for the period ended as on March 31 2018 theapplicable Accounting Standards have been followed and no material departure has beenidentified.

2. Accounting policies have been consistently applied in a reasonable and prudentmanner so as to give true and fair view of the state of affairs of the Company for thefinancial year ended March 31 2018 and of the Statement of Profit and Loss ended thatdate for the financial year ended March 31 2018.

3. Proper and sufficient care has been taken for the maintenance of adequate records inaccordance with the applicable provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities.

4. The Annual Accounts for the Financial Year ended March 31 2018 have been preparedon a going concern basis.

5. The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively.

6. The directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and were operating effectively.

34. Corporate Social Responsibility

Company do not fall under the mandatory limits set for mandatory corporate socialresponsibility committee formation and contribution but company ensures that being partof the society it is the duty to give back to the society and take such efforts to do it.

35. Material changes occurred between the end of financial year and date of report

During the period under review the company discontinued the business of Mobile Phonesand Apple which have major impact on the financial position of the company.

36. Acknowledgement

Your directors wish to place on record their gratitude in receipt of continued supportand cooperation from various stakeholders including and not limiting to ShareholdersCustomers Institutions Governmental and Semi-Governmental Agencies ConsultantsBusiness Associates and Employees of the Company.

By Order of the Board of Directors
For SabrimalaIndustries India Limited
Sd/- Sd/-
(Amit Kumar Saraogi) (Sanjay Garg)
Place: New Delhi Director Managing Director
Date:28.08.2018 DIN 00560131 DIN 01962743