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Sudal Industries Ltd.

BSE: 506003 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE618D01015
BSE 00:00 | 27 Apr Sudal Industries Ltd
NSE 05:30 | 01 Jan Sudal Industries Ltd
OPEN 8.90
PREVIOUS CLOSE 8.90
VOLUME 2500
52-Week high 8.90
52-Week low 8.36
P/E
Mkt Cap.(Rs cr) 7
Buy Price 8.90
Buy Qty 2401.00
Sell Price 8.70
Sell Qty 421.00
OPEN 8.90
CLOSE 8.90
VOLUME 2500
52-Week high 8.90
52-Week low 8.36
P/E
Mkt Cap.(Rs cr) 7
Buy Price 8.90
Buy Qty 2401.00
Sell Price 8.70
Sell Qty 421.00

Sudal Industries Ltd. (SUDALINDS) - Director Report

Company director report

To

The Members

Sudal Industries Limited

Your Directors have pleasure in presenting the Fortieth Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2019

FINANCIAL RESULTS

The Company's performance during the year ended 31st March 2018 as compared to theprevious financial year is summarized below:

(Rs. in Lakhs)
Particulars For the financial year ended 31st March 2019 For the financial year ended 31st March 2018
Total Revenue 12654.92 10839.68
Earnings before interest depreciation and tax 758.03 573.09
Less: Interest and Finance Charges 1495.58 1352.30
Less: Depreciation 306.32 307.08
Profit/(Loss) Before Taxation (1043.87) (1086.29)
Less: Provisions for Current Tax 0 0
Less: Provision for Deferred Tax 0 0
Less :Provision for tax for earlier year (71.51) (10.90)
Profit/(Loss) after Tax (1115.38) (1097.19)
Other comprehensive income 4.87 (5.95)
Total comprehensive income for the year (1110.51) (1103.14)

OPERATIONS AND RESULTS:

During the year under review price trend was upward due to increase in price at LondonMetal Exchange decrease in share of Conversion along with improved demand for Aluminiumproducts which enabled the Company to achieve increased performance both in respect ofquantity and the value. However the margin were constrained due to differential pricemodule being followed by primary producers. Other factor being increase in other inputcost and finance cost .

DIVIDEND:

Considering the loss in the current financial year your Directors have not recommendedany dividend for the financial year under review.

TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

NOTICE FROM SYNDICATE BANK

Syndicate bank have issued notice on 21/02/19 issued notice under section 13(2) ofSARFAESI for recovery of dues. Within the stipulated time Company has submitted its replycum objection.

REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review.

DISCLOSURES UNDER SECTION 134(3)(i) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company's financial position.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

RELATED PARTY TRANSACTIONS:

The details of transactions/contracts/arrangements entered by the Company with relatedparty / parties as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in Annexure I and forms partof this Report.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Full particulars of loans guarantees investments and securities provided during thefinancial year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof has been furnished inNote No. 3 and 11 which are forming part of the Financial Statements for the year ended at31 March 2019.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas 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 furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence 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.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is attachedand marked as Annexure VIII forms part of this Report.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS & KEYMANAGERIAL PERSONNEL:

During the year under review there we no changes in the Board of Directors and KeyManagerial Personnel of the Company.

In accordance with second provisio to section 149(1) of Companies Act2013 the Companyhas appointed Ms. Neha Dhuru a woman and independent director w.e.f 26/10/18 in place ofMs. Chaitali Salgaokar who resigned from the post of directorship.

In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation. As per the provisions of Section 152 of the Companies Act2013 Mr. Shyantanu S Chokhani retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. Necessary proposal for herappointment has been included in the Notice of the ensuing Annual General Meeting of theCompany..

Shri Jal Thanawala whose terms expires on 26th September2019 and he has offeredhimself for reappointment for further period of five years.

Shri Lalit Mahershi has been appointed as additional and independent director to holdoffice with effect from 25th July2019 till the conclusion of ensuing Annual GeneralMeeting. The Company has received application from a member for appointment as independentdirector for a period of five years ending 29th septmber2024

Mr Manoj O Shah Independent director due to his pre occupation has resigned fromdirectorship

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 times during the financial year ended 31st March 2018 inaccordance 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 revieware as under:

• 28th May2018

• 3rd July2018

• 13th August2018

• 26th October2018

• 14th February2019

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 March 2019 the Board ofDirectors hereby confirms that:

• in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

• such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31 March 2019 and of theloss of the Company for the year;

• proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

• the annual accounts of the Company have been prepared on a going concern basisalso refer to Note 30 ;

• internal financial controls have been laid down to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

• Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee of Directors reconstituted in accordance with theprovisions of Section 178 of the Act.

The composition of the said Committee is as under:

Sr. No Particulars Members
1 Mr. Jal Thanawala Independent - N.E.D* (Chairman)
2 Mr. Manoj Shah Independent - N.E.D* (Member)
3 Mr. Sudarshan Chokhani Managing Director (Member)

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:

Minimum Qualification

• Positive Attributes

• Independence

• Experience

d. AUDIT COMMITTEE:

The Audit Committee of Directors constituted under the provisions of Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 confirmsthe compliance of the provisions of Section 177 of the Companies Act 2013. Thecomposition of the Audit Committee is in conformity with the provisions of the saidsection.

The Audit Committee comprises of:

Sr. No Particulars Members
1 Mr. Manoj Shah Independent - N.E.D* (Chairman)
2 Mr. Jal Thanawala Independent - N.E.D* (Member)
3 Mr. Sudarshan Chokhani Managing Director (Member)
4 Ms Neha Dhuru Independent - N.E.D* (Member)

* N.E.D : Non - Executive Director

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Audit Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company constituted the Stakeholder's Relationship Committeecomprising of:

Sr. No Particulars Members
1 Mr. Jal Thanawala Independent - N.E.D* (Member)
2 Mr. Manoj Shah Independent - N.E.D* (Member)
3 Mr. Sudarshan Chokhani Managing Director (Chairman)

* N.E.D : Non - Executive Director

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 itsPowers) Rules 2014 framed "Vigil Mechanism Policy " for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

BUSINESS RISK MANAGEMENT:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin 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 anevaluation of its own performance the directors individually as well as the evaluationof all Committees. The manner in which evaluation has been carried out is detailed inAnnexure II which forms part of this Report.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

During the year under review no material or serious observation has been received fromthe 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 ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review has been furnished and markedas Annexure III

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 31 MARCH 2019:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2019 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

b. APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Bagaria & Co. LLP CharteredAccountants (Firm Registration No. 113447W/W-100019) the Statutory Auditors of theCompany hold office upto the conclusion of the Forty Third Annual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible tohold office as the Auditors of the Company and are not disqualified for being soappointed.

c. FRAUD REPORTING :

During the year under review there were no instances of material or fraud fallingunder rule 13(1) of the Companies (Audit and Auditors) rule 2014 by officers oremployees reported by the Statutory Auditors of the Company during the course of the Auditconducted.

d. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2019:

In terms of the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 and the rules made thereunder (including any statutory enactments thereof) theBoard had appointed M/s. Rathi and Associates Practicing Company Secretaries to conductthe Secretarial Audit of the Company for the Financial Year 2018-19. Secretarial AuditReport issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2018-19 isappended as Annexure IV to this Report.

The said report does not contain any observation or qualification or adverse remarkrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

e. COST AUDITORS:

Pursuant to the provision of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 Company is required to appointment a CostAuditor for auditing the cost and other relevant records of the Company.

In accordance with the said provisions and as per the recommendation of the AuditCommittee the Board of Directors at their meeting dated 5rd July2019 appointed M/sHemant Shah & Associates Cost Accountants (Firm Reg. No. 000394) as the CostAuditors of the Company for the Financial Year 2019-20 on a remuneration of Rs 70000(Rupees Seventy Thousand Only) for the applicable Product Groups. As required under theCompanies Act 2013 the remuneration payable to the Cost Auditors is required to beplaced before the Members in a General Meeting for their ratification. Accordingly aResolution seeking Members ratification for remuneration payable to M/s Hemant Shah &Associates Cost Auditors is included the Notice convening the 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 ofthe Annual Return for the financial year ended 31st March 2019 made under the provisionsof Section 92(3) of the Act is attached as Annexure V which forms part of this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure VI which forms part of this Report.

c. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN A WORK PLACE:

The Directors further state that pursuant to the provisions of sexual harassment ofwomen at workplace (Prevention Prohibition and Redressal) Act 2013 no case pertainingto sexual harassment at work place has been reported to Company during the F.Y. 2018-19.

d. 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 Companyduring the Financial Year 2018-19 and accordingly compliances with respect to the samewere not applicable to the Company during the year under review.

e. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established an Internal Complaints Committee asstipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules thereunder. no case pertaining to sexual harassment at workplace has been reported to Company during the F.Y. 2018-19.

DISCLOSURE UNDER SCHEDULE V OF COMPANIES ACT 2013 : CORPORATE GOVERNANCE

: (Applicble to Companies giving remuneration as per Section II of Schedule V)

(Rs in lacs)

Particulars Me Sudarshan S Chokhani Mr Mukesh V Ashar
(Managing Director) (Whole Time Director)
A) Element of Remuneration Package
Salary 42.00 6.88
Benefits - 0.64
Bonus - -
Stock Option - -
Pension - -
Total 42.00 7.52
B) Fixed and variable Components
Fixed Components 42.00 7.52
Performance Linked Incentives 0 0
C) Terms Appointment
Service Contract Appointed for 3 years w.e.f 01/09/2018 to 31/08/2023 Appointed for 3 years w.e.f 08/12/2017 to 07/12/2022
Notice Period Severance Fees 3 Months in Writing Monthly salary calculated for such number of years or pay for such number of months by which the notice falls short of the required number of months 3 Month in writing Monthly salary calculated for such number of years or pay for such number of months by which the notice falls short of the required number of months

ACKNOWLEDGMENTS AND APPRECIATION :

Our Directors take this opportunity to thanks the Customers Shareholders Suppliersbankers Business partners/ Associates Financial Institutions and State Governments fortheir consistent support and encouragement to the Company.

By the order of Board of Directors
For Sudal Industries Limited
Sd/- Sd/-
Sudarshan S Chokhani Mukesh V Ashar
Date: 30th May 2019 Managing Director CFO & Director
Place: Mumbai DIN: 00243355 DIN: 06929024