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Sabrimala Industries India Ltd.

BSE: 540132 Sector: Others
NSE: N.A. ISIN Code: INE400R01018
BSE 00:00 | 12 Jun Sabrimala Industries India Ltd
NSE 05:30 | 01 Jan Sabrimala Industries India Ltd
OPEN 16.45
PREVIOUS CLOSE 16.45
VOLUME 3
52-Week high 18.25
52-Week low 16.45
P/E 235.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.45
CLOSE 16.45
VOLUME 3
52-Week high 18.25
52-Week low 16.45
P/E 235.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sabrimala Industries India Ltd. (SABRIMALAINDUS) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their 33rd Annual Report togetherwith the Audited Accounts of the Company for Financial Year ended March 31 2017.

1. Financial Results

Title Year ended 31.03.2017 Year ended 31.03.2016
Revenue from Operations 175894034 121586711
Other Income / Loss 2829897 3514461
Total Expenditure except Deprecation and Finance Cost 176869883 121693467
Interest - -
Depreciation and Amortization 694261 75622
Profit / Loss before Tax 1116412 251269
Provision for Tax (adjusted) 503577 1064837
Profit / Loss for the year 612883 (813568)

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. 1758.94 Lacs against Rs. 1215.01Lacs in the previous year. Profit before taxation was Rs. 11.16 Lacs as against Profit ofRs. 31.82 Lacs in the previous year. The net profit of the Company is Rs. 6.13 Lacs asagainst loss of Rs. 8.14 Lacs in the Previous Year.

4. Share Capital

The paid up equity capital of the company as on March 31 2017 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 at Rs. 37.64 Lacs against Rs. 31.52 Lacs in the lastFinancial Year.

6. Dividend

Your Directors had not recommended any dividend for the financial year ended March 312017.

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. Directors

During the period under review Mr. Sumit Jindal Ms. Monika Gupta Mr. Sahil Gandhiwere appointed as Independent Directors of the Company and Mr. Shiv Kumar Garg wasappointed as the Non-Executive Director of the Company w.e.f. 7th December2016.

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

Mr. Ankur Garg Mr. Arvind Kumar Singh Mr. Sahil Gandhi and Ms. Seema Gupta resignedfrom the post of Directors of the Company during the period under review.

As per the provisions of Articles of Association and the Company Act 2013 Mr. AmitKumar Saraogi Executive Director of the Company is liable to retire by rotation and beingeligible offered himself to be appointed as Director of the Company. The Board ofDirectors have recommended his appointment.

The Board at present comprised of Five Directors.

9. Meetings of the Board of Directors

During the Financial Year ended March 31 2017 the meetings of Directors of yourCompany held eight times on 06.05.2016 30.05.2016 30.07.2016 05.09.2016 06.10.201601.11.2016 10.12.2016 and 06.02.2017.

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 and is also annexed as Annexure A to this Report.

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.

In compliance with Regulation 24 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated Policy on MaterialSubsidiaries. The policy can be accessed 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 and none of the Companyholds revenue of more than 10% of the revenue of their Holding Company. None of thesubsidiary holds any major loans or investment.

14. Committees of the Board

a. Audit Committee

The Audit Committee functions according to requirement of section 177 of the CompaniesAct 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 that defines its composition authority responsibility and reportingfunctions as applicable to the Company and is reviewed from time to time. CompanySecretary acts as a Secretary to the Committee. Statutory Auditors Internal Auditors andSenior Management Personnel 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 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee of the Company comprises of:

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

15. Auditors and Auditor's Report

Khatter & Associates Chartered Accountants continued the statutory auditors of theCompany for the year ended 31.03.2017. The term of office of Khatter & AssociatesChartered Accountants continues till the conclusion of the 35th Annual GeneralMeeting. The Auditors being eligible offers themselves to be ratified.

Auditors submitted their report on the financials of the Company for the year endedMarch 31 2017.

A) The Auditors' in their Report to the members have given a qualified opinion and theclarification of your Directors with respect to it are as follows:-

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

2. Note No. 9 to the financial statements Inventories includes amounting to Rs.8256869/- which were lying with third parties/e-commerce operators i.e. Amazon FlipKartetc. as on March 31 2017 which could not be confirmed and reconciled on the said date.Any adjustments if required will be recognized in the books of accounts upon the receiptand confirmation and reconciliation.

Clarification - Sabrimala Industries India Limited is a vendor to E-commerceportals. Due to typical nature of trade customer who buys the products are courieredwith the same after billing and many a times customer for any reason returns the product.The same is marked as customer return by e-commerce portal in their system. But there is atime lag which sometimes take months between the date of billing and physical receipt ofcustomer returned product to us due to which reconciliation becomes a bit difficultprocess.

However the management has already taken a note of the same and is trying to implementa more reasonable and effective way to ascertain the actual trade receivables.

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 Negi Company Secretary in Practice to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as Annexure B.

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

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 2017 has been received from all theDirectors and Senior Management Personnel of the Company regarding compliance of all theprovisions of Code of Conduct. Declaration regarding compliance by Directors and SeniorManagement Personnel with the Company's Code of Conduct is hereby attached as Annexure Dto this report.

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. Changes during the year

The following changes were incorporated in the Company through Postal Ballot dated 7thDecember 2017:-

a. The company changed its name from Sabrimala Leasing and Holdings Limited to SabrimalaIndustries India Limited.

b. The main objects of the Company were also changed.

c. The registered office of the company was shifted from 503 KLJ Tower North NetajiSubhash Place Pitampura New Delhi - 110034 to 1452 Aggarwal Metro Heights Plot E-5Netaji Subhash Place Pitampura New Delhi-110034 through the meeting of Board ofDirectors of the Company held on 6th October 2016.

Your Company has complied with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 and all otherapplicable laws for incorporating the above mentioned changes.

28. Report on Corporate Governance

As per Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Clause 15 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 Net worth was less than Rs. 25 Crores as onthe last day of the previous financial year i.e. 31st March 2016.

During the year 2016-2017 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 March2016.

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.

29. 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.

30. 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 1st Floor Okhla Industrial Area

Phase - I New Delhi-110020

31. 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.

32. Listing of Shares

The shares of the Company are listed at:

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

33. Disclosures relating to Part F of SEBI (Listing Obligations and DisclosureRequirements) 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 2017 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 for transfer of shares from suspense account during the year 2016-17 Nil
Number of shareholders to whom shares were transferred from suspense account during the year 2016-17 Nil
Aggregate number of Shareholders and the outstanding shares in the Suspense Account lying as on March 31 2017 Nil

34. 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 2017 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 2017 and of the Statement of Profit and Loss ended thatdate for the financial year ended March 31 2017.

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 2017 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.

35. 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.

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

There were no material changes between the end of financial year and date of reportaffecting the financial position of the company.

37. 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 Sabrimala Industries India Limited
Sd/ Sd/-
Place: New Delhi (Amit Kumar Saraogi) (Sanjay Garg)
Date: 28.08.2017 Director Managing Director
DIN 00560131 DIN 01962743