Sabrimala Industries India Ltd.
|BSE: 540132||Sector: Others|
|NSE: N.A.||ISIN Code: INE400R01018|
|BSE 00:00 | 05 May||Sabrimala Industries India Ltd|
|NSE 05:30 | 01 Jan||Sabrimala Industries India Ltd|
|BSE: 540132||Sector: Others|
|NSE: N.A.||ISIN Code: INE400R01018|
|BSE 00:00 | 05 May||Sabrimala Industries India Ltd|
|NSE 05:30 | 01 Jan||Sabrimala Industries India Ltd|
To the Members
The Directors present the Annual Report of the Company along with the audited financialstatements for the financial year ended March 31 2019. The consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.
1. Financial Results
2. Company's performance
On a consolidated basis the revenue for FY 2019 is Rs. 19110296 lower thencompared to previous year's revenue of Rs. 31672035 crore. The profit after tax (PAT)attributable to shareholders and non-controlling interests for FY 2019 and FY 2018 was Rs.(20888095) and Rs. (1985992) respectively. The PAT attributable to shareholders for FY2019 Rs. (20888095) registering a de-growth over the PAT of Rs. (1985992) for FY 2018.
3. Share Capital
The paid up equity capital of the company as on March 31 2019 was Rs. 871.45 Lacs.During the year under review the Company has not issued any equity share preferenceshare or any other security.
The consolidated reserves and surplus of the Company stood at Rs. (19094139) against Rs1816259 in the last Financial Year.
5. Dividend / Bonus / Buy Back
Your Directors had not recommended any dividend not issued bonus shares and notrecommended buy back of any shares for the financial year ended March 31 2019.
6. 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.
7. Human resource development
Your Company continued to focus on attracting new talent while investing in organictalent development to help employees acquire new skills explore new roles and realizetheir potential. However due to deterioration of business or financials during the coupleof years the company is unable to retain its existing employees.
8. Meetings of the Board of Directors
During the Financial Year ended March 31 2019 the meeting of Directors of your Companyheld seven times on 16.04.2018 30.05.2018 14.08.2018 28.08.2018 03.10.201814.11.2018 12.02.2019.
9. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) and Section 149(7) of the Act along with Rules framed thereunder andRegulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").There has been no change in the circumstances affecting their status as independentdirectors of the Company.
10. 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.Chetna the company secretary/Compliance Officer of the Company has resigned fromthe post with effect from 29th September 2018. Mr. Priyanshu has beenappointed as Company Secretary/Compliance Officer of the Company with effect from October3 2018.
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. Board and Committees of the Board a. Board of Directors
b. 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:
c. 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:
d. 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:
15. Auditors and Auditor's Report
Khatter & Associates Chartered Accountants has successfully completed his term of 5years as statutory auditors of the Company starting from financial year 01stApril 2014 till 31st March 2019. However he has informed the company that dueto some technical reason (peer review not done) it is not possible for him to continue asstatutory auditor of the company for the next term of five year. The term of office ofKhatter & Associates Chartered Accountants was till the conclusion of the 35thAnnualGeneral Meeting.
On recommendation of audit committee of the company the board of directors in itsmeeting held on 26th August 2019 and has considered the appointment including the detailsin relation to and credentials of the S G J & Co. Chartered Accountants (FRN-137904W) as statutory auditor of the company.
S G J & Co. is the team of versatile blend of experienced and young passionateand dynamic professionals who are committed for delivering extraordinary clientsatisfaction maintaining the highest global quality standards. With the combination ofrich and varied experience of senior leaders combined with the energy zeal and passion toexcel young leaders. Established in 1994 S G J & Co. (SGJ) is a CharteredAccountants' Firm headquartered in Mumbai India full-fledged Branch Offices in NewDelhi and Pune and Associates in Bangalore Chennai Jamshedpur and Surat. Further thedirectors in consultation with the auditor has decided to pay a fee of Rs. 150000/- p.afor the purpose statutory audit of the company. His appointment is subject to the approvalof shareholder in this ensuing annual general meeting to be held on Monday 30thSeptember 2019. It is to be noted no material change in the fee payable to the newauditor from that paid to the outgoing auditor.
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.Hema Kumari Company Secretary in Practice to undertake the Secretarial Auditof the 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 canbe 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. 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.
23. 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 2019 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 forIndependent Directors of the Company in accordance with The Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
24. 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 and Net worth was less than Rs. 25 Crores as on the last day of theprevious financial year i.e. 31stMarch 2019. Therefore the CorporateGovernance Report is not applicable to the company. During the year 2018-19 the paid upcapital remained same and the Net Worth was also less than 25 Crore as on the last day ofthe previous Financial year i.e. 31st March 2019. However your Company hasalways adhered itself towards best governance practices. The Company has maintained highlevel of integrity and transparency towards compliance of all laws regulations rules andguidelines whether provided by any enactment or issued by SEBI.
25. 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.
26. 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 correspondenceregarding transfer of shares Demat of shares and other queries to Registrar and ShareTransfer Agents i.e
Skyline Financial Services Private Limited
D-153A Ist Floor Okhla Industrial Area Phase I New Delhi-110020
27. 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.
28. Listing of Shares -The shares of the Company are listed at:
29. Disclosures relating to Schedule V Part F of SEBI (Listing Obligations andDisclosure Requirements)
Pursuant to Schedule V 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 2019 is as under:
30. Director's Responsibility Statement
As required under Section 134 of the Companies Act 2013 the directors would like tostate that: a. In the preparation of Annual Accounts for the period ended as on March 312019 the applicable
Accounting Standards have been followed and no material departure has been identified.b. Accounting policies have been consistently applied in a reasonable and prudent mannerso as to give true and fair view of the state of affairs of the Company for the financialyear ended March 31 2019 and of the Statement of Profit and Loss ended that date for thefinancial year ended March 31 2019. c. Proper and sufficient care has been taken for themaintenance of adequate records in accordance with the applicable provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities. d. The Annual Accounts for the Financial Yearended March 31 2019 have been prepared on a going concern basis. e. The directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls were adequate and were operating effectively. f. The directors havedevised proper system to ensure compliance with the provisions of all applicable laws andthat such system were adequate and were operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2019.
31. 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.
32. Material changes occurred in between the financial year up to ate of report
During the period 2017-18 the company had already discontinued the business of MobilePhones and Apple which had major impact on the financial position of the company.
The Company has sold its commercial unit/space bearing no. 1452 Aggarwal Metro HeightsPlot No. E-5 Netaji Subhash Place Pitampura Delhi - 110034 through the resolution passedat the meeting of board of directors held on 30th May 2019 at such consideration andterms and conditions as may be considered appropriate and in the best interest of thecompany.
During the period under review the company has shut down its Manufacturing Unitlocated at F-23 Sec-2 DSIIDC Bawana New Delhi-l10039 run in the name of M/s. SabrimalaIndustries LLP (99% subsidiary of Sabrimala Industries India Limited) and disposed-off itsplant and machinery. Consequently Sabrimala Industries LLP is not a going concern now.The company in the December 2018 quarter had reported losses which includes Loss ofRs.80.91 Lacs against sale of plant and machinery. At present company has no manufacturingunit is only in trading activities.
33. 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 investmenthas been made in reduction in energy consumption. c) As the impact of measures taken forconservation and optimum utilization of energy are not quantitative its impact on costcannot be stated accurately.
34. 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.
35. Foreign Exchange Earnings and Out-Go
During the period under review there was no foreign exchange earnings or out flow.
Note: On 16th August 2019 the company has shifted its registered office atnew address i.e. Unit No.907 9th Floor Pearls Best Heights-I Netaji SubhashPlace Pitampura Delhi-110034.
Your directors wish to place on record their gratitude in receipt of continued supportand co-operation from various stakeholders including and not limiting to ShareholdersCustomers Institutions Governmental and Semi-Governmental Agencies ConsultantsBusiness Associates and Employees of the Company.