To
The Members
Your Directors have pleasure in presenting their 44th Annual Report on the
Business and operations of a Company and the accounts forthe Financial Year ended 31st
March, 2023.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year
figures is given hereunder:
|
(Fig in'Lakh.) |
(Fig in'Lakh.) |
|
Year ended March 31st 2023 |
Year ended March 31st 2022 |
| Sales of products and services |
914.02 |
1218.08 |
| Other Income |
55.76 |
13.09 |
| Total Income |
969.78 |
1231.17 |
| Total Expenditure other than Interest and Depreciation |
902.24 |
1139.42 |
| Profit before Interest, Depreciation and Tax |
67.54 |
91.75 |
| Depreciation and Amortization Expenses |
82.43 |
87.20 |
| Profit before Interest and Tax |
-14.89 |
4.55 |
| Finance Cost (net) |
226.20 |
216.05 |
| Profit before Tax |
-241.09 |
-211.50 |
| Provision for Current Tax |
0 |
0 |
| Tax expense |
0 |
0 |
| Provision for Deferred Tax |
8.64 |
5.24 |
| Net Profit |
-249.73 |
-216.74 |
| Adjustments in respect of prior years |
0 |
0 |
| Surplus brought forward |
-2424.85 |
-2208.11 |
| Profit after Tax available for appropriation |
-2674.58 |
-2424.85 |
| Your Directors recommend appropriation as under: |
|
|
| Proposed Dividend on Equity Shares |
0 |
0 |
| Dividend Tax on Proposed Dividend |
0 |
0 |
| Transfer to General Reserve |
0 |
0 |
| Income Tax/TDS/ wealth Tax Provision |
0 |
0 |
| Surplus Carried Forward |
-2674.58 |
-2424.85 |
| Total Appropriation |
-2674.58 |
-2424.85 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance are as under:
• Revenue from operations and sales has been decreased this year from 1218.08 Lakh
to 914.02 Lakh.
Further our Company putting more efforts to increase the sale as well as revenues of
the Company.
3. PROPOSED TRANSFER TO GENERAL RESERVES
This year, as per section 134(3) (j) of Companies Act, 2013 no amount has transferred
to the General Reserve.
4. DIVIDEND
In order to conserve the resources of the Company, the director's have decided not to
declare any Dividend for the financial year 2022-23.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There were no such material changes occurred affecting the financial position of the
company between the end of the financial year 31.03.2023 to which the financial statements
relate and the date of the report.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is none of the above-mentioned order(s) which impacts the going concern status
and company's operations in future.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
There is an adequate system of internal controls for the Company. The system is
designed to adequately ensure the orderly and efficient conduct of its business, including
adherence to company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information.
The Company also carries out regular internal audits to test the adequacy and
effectiveness of its internal control processes and also to suggest improvement and
upgrades to the Management. The Company has disclosure controls and procedures in place
that are designed to provide reasonable assurance that material information relating to
Intellect is disclosed on a timely basis.
8. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR
THE COMPANY
The Company has adopted measures concerning the development and implementation of a
Risk Management Policy after identifying the following elements of risks which in the
opinion of the Board may threaten the very existence of the Company itself are as follows:
-
a. High competition from East European countries and other Asian countries
b. international price fluctuation
d. Lack of warehousing support from the government
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption. Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
"A" and is attached to this report.
10. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
11. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of annual return of the financial year 2022-23 on its website
athttps://www.sarupindustries.com/.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant to
Section 188 is furnished in Annexure "B" as Form AOC-2 and is attached to
this report.
13. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement that:-
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them 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 end of the financial year and of
the profit and loss of the company for that period;
(c) The directors have taken 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;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
15. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review,
no amount of principal or interest was outstanding on the date of balance sheet.
Company duly filed Eform DPT-3 in ROC in regard to Exempted deposits during the year.
16. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF
DIRECTORS
a) Board Meetings
The Board of Directors of the Company met Seven (07) times during the financial year
2022-23. The details of various Board Meetings are provided in the Corporate Governance
Report.
b) Changes In Directors and Key Managerial Personnel
• Mr. Sajan as has been resigned from the post of Chief financial Officer and KMP
of the Company w.e.f 30.05.2022
• Mr. Jyoti Prashad as Chief Financial Officer of the Company w.e.f. 14.11.2022
appointed as Chief financial Officer and KMP of the Company w.e.f 14.11.2022
c) Re-Appointment
In accordance with the provisions of the Act-
• Mr. Ashwani Arora (DIN: 01809365),Director is liable to retire by rotation at
this Annual General Meeting and being eligible have offers himself for re-appointment.
d) Independent Directors
The Company has received declarations from all the Independent Directors of the Company
under section 149(7) of the Act, that they meet the criteria of independence as laid down
under 149(6) of the Act.
e) Details of Ratio of Remuneration to Directors
The information relating to remuneration of directors as required under Section 197(12)
of the Act, is given in Annexure-C"
f) Compliance with Secretarial Standards
During the year under review, the Company has duly complied with the applicable
provisions of the Revised Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India
(ICSI).
g) Board Committees
The Board has constituted 3 committees which are as follows:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
h) Board Evaluation
As required under the provisions of Section 134(3) (p) the Board has carried out an
annual performance evaluation of its own performance, and the manner in which such
performance evaluation was carried out is as under:
The performance evaluation framework is in place and has been circulated to all the
directors to seek their response on the evaluation of the entire Board and independent
directors. The Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of such as exercise of responsibilities in a bona fide
manner in the interest of the Company, striving to attend meetings of the Board of
Directors/ Committees of which he/she is a member/ general meetings, participation
constructively and actively in the meetings of the Board /committees of the Board, etc.
In separate meeting if Independent directors, performance of non-independent directors,
the chairman of the Company and the board as a whole was evaluated.
h). Vigil Mechanism
The Company has established a Vigil mechanism and Whistle blower policy under which the
employees are free to report violations of applicable laws and regulations and the Code of
Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force
which operates under the supervision of the Audit committee. Employees may also report to
the Chairman of the Audit Committee.
During the year under review, no employee was denied access to the Audit Committee.
i) Related Party Transactions
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were no other
material significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No loans, guarantees and investments made by the company during the financial year
2022-23 exceeding limit prescribed under Section 186 of Companies act 2013.
18. AUDITORS
M/s. Y K SUD & CO., Chartered Accountants {FRN- 0000047N),was appointed as
statutory auditors of the Company in 43rd Annual General Meeting until the conclusion of
the 48th Annual General Meeting of the Company
19 SECRETRIAL AUDITORS: -
In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board appointed CS
Dinesh Gupta (ICSI Membership No. F3462 and CP. No.1947 ) of M/s. Dinesh Gupta & Co.,
Company Secretaries, Jalandhar, as the Secretarial Auditors of the Company, to conduct the
Secretarial Audit for the financial year ended March 31, 2023 and to submit Secretarial
Audit Report.
M/s Dinesh Gupta & Co. Jalandhar has risen following observation in its secretarial
audit report dated- 30.08.2023.
Observations:-
a) The Company has not maintained the Structural Digital Database Software under
Regulation 3{5) of The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, thus, the Company has not complied with the related
compliances.
b) The Company does not have a Board's approved PIT policy under The Securities and
Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015,
c) Annual Listing Fees for the Financial Year 2022-23 has been paid on April 05, 2023
which was a delay payment to BSE Limited.
d) The Company has filed the Shareholding Pattern as per Regulation 31 of The
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the quarter ending March 31, 2022 with a delay of one day. In
refence it has submitted a mail dated 21/04/2022 regarding the technical issues faced by
the company.
e) The company has filed SDD Certificate for Quarter ending 30 September, 2022 on 5th
November, 2022 with a delay of 5 days as required under The Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015.
f) Reconciliation of Share Capital Audit Report pursuant to Regulation 76 of The
Securities and Exchange Board of India (Depositories and Participants) Regulations 2018
for the quarter ending June 30, 2022 is filed with one day delay.
g) No. of familiarization programs attended by Independent Directors as per Reg 46
(2)(i) and No. of hours familiarization programs attended by Independent Directors as per
Regulation 46 (2)(ii) of The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not available on website.
h) The Company has not filed the Form IEPF-1, IEPF-2 and IEPF-4 pursuant to Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 during the Financial Year 2022-23.
Reply of the Board:-
a) The Company is in process of maintain the Structural Digital Database Software.
b) The Company approved PIT policy under The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 and updated on the Website.
c) Due to financial losses Company paid Annual Listing fees after due date.
d) The Company faced the validation error in filling of XBRL sheet on due date, so it
was filed after due date.
e) The company will take care in future.
f) There was error in return so Company filed the return after due date.
g) The Company updated the website.
h) Company is in process of filing the same and will take care in future.
20. CORPORATE GOVERNANCE
Your Company has been complying with the as applicable provisions of Corporate
Governance as stipulated in SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015. A separate report on Corporate Governance along with Auditors'
certificate on compliance of the as applicable Corporate Governance norms as stipulated in
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and Management
Discussion & Analysis forming part of this report are provided elsewhere in this
Annual Report.
The Register of Members and Share Transfer books of the company will be closed with
effect from 23rd September, 2023 to 30th September, 2023 (both days inclusive).
21. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress
the complaints received regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of the complaints received and disposed off during the
financial year 2022-23:
(a) No. of complaints received: NIL
(b) No. of complaints disposed: NIL
22. LISTING FEES
The Company confirms that it has paid the annual listing fees for the year 2022-23 to
Bombay Stock Exchange Limited.
23. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
|
By Order of the Board of Directors |
|
|
|
For Sarup Industries Ltd |
|
Sd/- |
Sd/- |
|
Simarjit Singh Bawa |
Atamjit Singh Bawa |
|
Managing Director |
Director |
Place: Jalandhar |
Din:00851651 |
Din:00807400 |
Date: 04.09.2023 |
|
|
