Your Directors take pleasure in presenting their Thirteenth Annual Report on the Business and Operations of theCompany and the Accounts for the Financial Year ended 31st March. 2024 (period under review).
The summary of the financial performance for the financial year ended March 31, 2024 and the previous financialyear ended March 31, 2023 is given below:
Particulars
Consolidated
Standalone
31-Mar-24
31-Mar-23
Total Income
2109.33
338.26
608.41
Less: Expenditure
2099.99
333.88
599.43
Profit before Depreciation
9.34
4.38
8.98
Less: Depreciation
3.17
2.60
Profit before Tax
4.96
1.21
6.38
Provision for Taxation
1.38
0.13
1.62
Profit after Tax
3.58
1.08
4.76
Other Comprehensive Income
-
Total Comprehensive Income
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic
0.17
0.05
0.23
(2) Diluted
The Total Income of the Company stood at Rs. 608.41 lakhs for the year ended March 31, 2024 as against Rs. 338.26 lakhs inthe previous year. The Company made a net profit (after tax) of Rs 4.76 lakhs for the year ended March 31, 2024 as comparedto the Rs 1.08 lakhs in the previous year.
The Consolidated Total Income of the Company stood at Rs. 2109.33 lakhs for the year ended March 31, 2024 asagainst Rs. 338.26 lakhs in the previous year. Consolidated net profit (after tax) of Rs 3.58 lakhs for the year endedMarch 31, 2024 as compared to the Rs 1.08 lakhs in the previous year.
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part ofAnnual Report.
The Board has decided not to transfer any amount to the Reserves for the year under review.
The dividend policy for the year under review lias been formulated taking into consideration of growth of thecompany and to conserve resources, the Directors do not recoimnend any dividend for year ended March 31, 2024.
The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends thatare not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to theInvestor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF
The authorized share capital of the company is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/-The Paid up capital of the Company is Rs. 2,10,00,000/- divided into 21,00,000 Equity shares of Rs. 10/- Companyhas appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.
The details pertaining to overview of the industry, important changes in the industry, external enviromnent andoutlook along with other information as required are given in the Management Discussion and Analysis Report,which forms part of this Annual Report.
There have been changes in nature of business of the Company due to change in main object during the FY under review
as mentioned below:
1. To prepare, marker, trade, import, export, improve, process, sell and carry on the business of canners, preservers,growers of fresh and/or preservable products of vegetables, fruits, herbs, flowers, drinks, fluids and other and generallyto carry on the manufacturing of juices, powder (edible) drinks, beverages, pickles, masalas, mixtures, vinegars,ketchups, gelatins, essences, table delicacies and other eatables.
2. To manufacture, market, trade, import, export, improve, sell, food products which inter alia include but is not limited topickles, spices made of chilies, pepper, cloves, turmeric, vegetables, herbs and other food items derived fromagricultural or fanning activities.
3. To carry on in India and elsewhere all kinds of agriculture, horticulture and other allied activities and also to establish,develop, promote and aid in India and elsewhere business and industries connected with agriculture and horticultureand other allied activities.
Clause III (B):
13.To carry on the business of manufacturing, producing, processing, formulating, packaging, marketing, distributing,importing, exporting, buying, selling, and dealing in pharmaceutical products, veterinary medicines, agriculturalchemicals, fertilizers, pesticides, herbicides, plant growth regulators, animal health products, biotechnologicalproducts. Genetically Modified Organisms (GMOs), agricultural supplements, and other related substances, includingbut not limited to drags, medicines, vaccines, immunobiological, diagnostic substances, pharmaceutical preparations,formulations, feed additives, nutritional supplements, and any other products or compounds used in the prevention,treatment, or management of diseases, pests, or disorders in humans, animals, or plants, and to engage in research,development, innovation, and technological advancements in pharmaceuticals and agrochemicals, and to provideconsultancy, advisory, and technical services in relation to pharmaceuticals and agro business.
Pursuant to change in objects of the company, the name of the company lias been changed to Fabino Enterprises Limited
from Fabino Life Sciences Limited.
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well asintimationby directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code ofConduct of the Company.
Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexedto the Board"s Report as “Annexure III”
The Company lias Upender Metaplast Private Limited as its Subsidiary. Further the Company doesn’t have any Joint Ventureor Associate Company.
There have been no material changes and commitments, which affect the financial position of the Company whichhave occurred between the end of the FY and the date of this Report.
The Annual Return of the Company as on 31st March, 2024 is available on the website of the Company atwww.fabinolife.com.
There was no change in Share Capital for year ended March 31, 2024.
As a practice, all Directors (including Independent Directors) inducted to the Board go through a structuredorientation programme. Presentations are made by Senior Management giving an overview of the operations, tofamiliarise the new Directors with the Company's business operations. The Directors are given an orientation on theproducts of the business, group structure and subsidiaries. Board constitution and procedures, matters reserved for theBoard, and the major risks and risk management strategy of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
Name of theDirector
Date of Change
Reason for Change
Mr. Atul Kumar Jain
December 26, 2023
Cessation as Managing Director
Mr. Aditya MahavirJain
Re-designated as Managing Director
Mr. Satender Kumar
Appointed as Additional Executive Director
ii. Change in Key Managerial Personnel
Name
Designation
Date of Appointment /Change in Designation
Reason
Mr. AslamMohammad
Company Secretary & Compliance Officer
April 25, 2023
Resignation
Kanclii Gehlot
May 02, 2023
Appointment
Aditya Mahavir Jain
Managing Director
iii. Change in composition of Committees of Board of Directors
Sr.
No.
Date
Committee
Director Name
1.
Audit Committee
Mrs. Tesu Alakh (Chairman)
Mr. Gagan Gupta (Member)
Mr. Atul Kumar Jain (Member)(Upto December 26, 2023)
Mr. Satender Kumar Jain (Member)(With effect from December 26, 2023)
2.
November 13, 2021
Nomination and Remuneration Committee
Mr. Arihant Jain (Member)
3.
Stakeholder Relationship Committee
Mr. Arihant Jain(Chairman)
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Sumit Malik, Non-Executive Director of the Company, retires by rotation and offers himself for re- appointment.
The brief resume of Mr. Sumit Malik, the nature of his expertise in specific functional areas, names of the companiesin which he lias held directorships, his shareholding etc. are furnished in the Annexure - A to the notice of theensuing AGM.
Our Company has received annual declarations from all the Independent Directors of the Company confirming thatthey meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has beenno change in the circumstances, which may affect their status as Independent Director during the year.
The Independent Directors met on 28th March, 2024, without the attendance of Non-Independent Directors andmembers of the Management. The Independent Directors reviewed the performance of Non-Independent Directorsand the Board as a whole; the performance of the Chairman of the Company, taking into account the views ofExecutive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The Company held six meetings of its Board of Directors during the year on
(1) 02nd May, 2023 (2) 30th May, 2023 (3)18th August, 2023 (4)13* November, 2023 (5)26* December, 2023
(6) 27thFebniary, 2024.
The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mrs.Tesu Alakh. During the year the committee met Three times with full attendance of all the members. The composition
of the Audit Committee as at March 31, 2024 along with changes during the year and details of the Membersparticipation at the Meetings of the Committee are as under:
Name ofthe
Directors
Nature ofDirectorship
in
Attendance at the Audit CommitteeMeeting held on
30.05.2023
18.08.2023
13.11.2023
Tesu Alakh
Non -ExecutiveIndependentDirector
Chairman
Yes
Gagan Gupta
Non - ExecutiveIndependentDirector
Member
Atul KumarJain **
Managing
Director
SatenderKumar Jain*
Executive
Na
NA
• Appointed as Member w.e.f 26* December 2023.
** Resigned as Member w.e.f 26thDecember 2023.
The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by theCompanies Act, 2013. Some of the important functions performed by the Committee are:
• Oversight of the Company‘s financial reporting process and financial information submitted to the StockExchanges, regulatory authorities or the public.
• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor‘s LimitedReview Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submissionto the Board for approval. This would, inter alia, include reviewing changes in the accounting policies andreasons for the same, major accounting estimates based on exercise of judgement by the Management, significantadjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditorsin this regard.
• Review the Management Discussion & Analysis of financial and operational performance.
• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company‘saccounting principles with reference to the Accounting Standard (AS).
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee andpossess sound knowledge of finance, accounting practices and internal controls.
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued workingunder Chairmanship of Mrs. Tesu Alakh During the year, the committee met two time with full attendance of all themembers. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of theMembers participation at the Meetings of the Committee are as under
Name of theDirectors
Designation inCommittee
Attendance at theNomination andRemunerationCommittee Meetingheld on 30.05.2023
Attendance at theNomination andRemunerationCommittee Meetingheld on 26.12.2023
Arihant Jain
Non - ExecutiveDirector
The terms of reference of the Committee inter alia, include the following:
• Succession planning of the Board of Directors and Senior Management Employees;
• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laiddown criteria;
• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Managementpositions;
• Formulate and review from time to time the policy for selection and appointment of Directors, Key ManagerialPersonnel and senior management employees and their remuneration;
• Review the performance of the Board of Directors and Senior Management Employees based on certain criteriaas approved by the Board.
The Company has fonnulated a Remuneration Policy which is annexed to the Board‘s Report in —Annexure I”.
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working underChairmanship of Mr. Arihant Jain. The Committee is governed by a Charter, which is in line with the regulatoryrequirements mandated by the Companies Act, 2013. During the year, the committee met one time with fullattendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024along with changes and details of the Members participation at the Meetings of the Committee are as under:
Nature of Directorship
Attendance at the StakeholdersRelationship CommitteeMeeting held on 30.05.2023
Non-Executive Director
Atul Kumar Jain**
Chairman and ManagingDirector
Non - Executive IndependentDirector
Satender Kumar Jain*
Executive Director
*Appointed as Member w.e.f 26th December 2023.
** Resigned as Member w.e.f 26th December 2023.
The tenns of reference of the Committee are:
• transfer/transmission of shares/debentures and such other securities as may be issued by the Company fromtime to time;
• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced ordestroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /certificates relating to other securities;
• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company,subject to such approvals as may be required;
• to grant Employee Stock Options pursuant to approved Employees1 Stock Option Scheme(s), if any, and toallot shares pursuant to options exercised;
• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidentalor related thereto;
• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department toattend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend /interest, change of address for correspondence etc. and to monitor action taken;
• monitoring expeditious redressal of investors / stakeholders grievances;
• all other matters incidental or related to shares, debenture
During the year, no complaints were received from shareholders. There are no balance complaints. The Company had
no share transfers pending as on March 31, 2024
Ms. Kanclii Gehlot, Company Secretary of the Company is the Compliance Officer.
The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors.The entire Board carried out performance evaluation of each Independent Director excluding the IndependentDirector being evaluated.
The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters ofevaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information,Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluationparameters of Individual Directors including the Chairman of the Board and Independent Directors were based onKnowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight andProfessional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairmanof the Board and the Board as a whole.
The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framedthere under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.
The Board has appointed M/s. D G M S & Co., Chartered Accountants as the statutory auditors of the Companyfor tenn of five consecutive years, from the conclusion of 11* Annual General Meeting till the conclusion of the16th Annual General Meeting to be held in the year 2026, as approved by shareholders of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company lias appointed JNG & CO., a finn ofCompany Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y.2023-25 . The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure II”.
The company does not fall within the provisions of Section 148 of Company‘s Act, 2013 read with theCompanies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.
The Board lias appointed M/s. B B Gusani and Associates, Chartered Accountant, as the Internal Auditor of theCompany for the FY 2023-2025.
The Auditors Report and Secretarial Auditors Report does not contain any qualification, reservations or adverseremarks. Report of the Secretarial Auditor is given as an Annexure which fonns part of this report.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directorsand Employees to report genuine concerns lias been established. The Vigil Mechanism Policy has been uploaded onthe website of the Company at https://www.fabinolife.coni/
Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. B B GusaniAnd Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls andfunctioning of the activities and recoimnend ways of improvement. The Internal Audit is carried out on half yearlybasis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration anddirection.
The Internal Financial Controls with reference to financial statements as designed and implemented by the Companyare adequate. During the year under review, no material or serious observation lias been received from the InternalAuditors of the Company for inefficiency or inadequacy of such controls.
Based on the framework of internal financial controls and compliance systems established and maintained by theCompany, work performed by the internal, statutory and secretarial auditors and external consultants and the reviewsperformed by management and the relevant board committees, including the audit committee, the board is of theopinion that the Company‘s internal financial controls were adequate and effective during the financial year 2023-24.
Your Company lias been on a continuous basis reviewing and streamlining its various operational and business risksinvolved in its business as part of its risk management policy. Your Company also takes all efforts to train itsemployees from time to time to handle and minimize these risks.
Fabino Enterprises Limited is listed on the SME Platform of the BSE Limited. It lias paid the Annual Listing Feesforthe year 2023-24 to BSE Limited.
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of theBoard of Directors and General Meetings respectively.
The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is given below.
a) The median remuneration of employees of the Company during the financial year was Rs. 1,32,000
b) Percentage increase/(decrease) in the median remuneration of employees in the financial year 2023-24: -$.33%)
c) Number of permanent employees on the rolls of the Company as on March 31, 2023:11 (Eleven)
d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of theCompany.
e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.
There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the periodunder review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies(Appointment and Remuneration) Rules, 2014.
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which areavailable on its website https://www.fabinolife.com/
a) The steps taken or impact on conservation of energy - The Operations of the Company are notenergy intensive. However, adequate measures have been initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy - Company shall consideron adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital Investment yet.
a) The efforts made towards technology absorption. - Minimum technology required for Business isabsorbed.
b) The benefits derived like product improvement, cost reduction, product development or importsubstitution - Not Applicable.
c) In case of imported technology (imported during the last three years reckoned from the beginningof the financial year) - Not Applicable.
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
Particulars of loans given, investments made, guarantees given and securities provided are provided in the financialstatements.
All contracts / arrangements / transactions entered by the Company during the financial year with related parties werein the ordinary course of business and on an amTs length basis. Thus Disclosure in fonn AOC-2 is not required.Further, during the year, the Company had not entered into any contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the Company on materiality of relatedparty transactions. All related party transactions are placed before the Audit Committee and Board for approval. Thedetails of the related party transactions as required under Accounting Standard (AS) are set out in Note to thefinancial statements forming part of this Annual Report.
Your Company did not accept / hold any deposits from public / shareholders during the year under review.
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015, as amended, the Company has fonnulated and adopted the revised —Code of Conduct forPrevention of Insider Trading! (—the Insider Trading Code!). The object of the Insider Trading Code is to setframework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to belisted securities of the Company. During the year, the Company has also adopted the Code of Practice and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information (—the Code!) in line with the SEBI (Prohibition ofInsider Trading) Amendment Regulations, 2018. The Code is available on the Company‘s websitehttps://www.fabinolife.com/
All transactions entered into with related parties as defined under the Act during the FY were in the ordinary courseof business and on an amTs length pricing basis and do not attract the provisions of Section 188 of the Act. Therewere no materially significant transactions with the related parties during the FY which were in conflict with theinterest of the Company
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and Company‘s operations in future.
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board ofDirectors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.
The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the SexualHarassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and and Internal ComplaintsCommittee has been set up to redress complaints received regarding Sexual Harassment at workplace, with amechanism of lodging & redresses the complaints. All employees (pennanent, contractual, temporary, trainees, etc.)are covered under this policy. Policy is available on website of company at www.fabinolife.com
Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules there under, the Company lias not received anycomplaint of sexual harassment during the year under review.
Your Company has established an organization structure that is agile and focused on delivering business results. Withregular communication and sustained efforts it is ensuring that employees are aligned on coimnon objectives andhave the right information on business evolution.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies whichhave listed their specified securities on SME Exchange from compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME Platfonn of BSE, the Company isexempted from compliance with Corporate Governance requirements, and accordingly the reporting requirementslike Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge andability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and thereare no material departures.
ii. They have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and such internal financialcontrols are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by theCompany, work performed by the internal, statutory and secretarial auditors and external consultants and the reviewsperformed by management and the relevant board committees, including the audit committee, the board is of the
opinion that the Company‘s internal financial controls were adequate and effective during the financial year 2023-24.
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis asexplained in the Corporate Governance Report, describing the Company‘s objectives, projections, estimates andexpectations may constitute =forward looking statements1 within the meaning of applicable laws and regulations.Actual results might differ materially from those either expressed or implied in the statement depending on thecircumstances.
Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from theFinancial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by theExecutives, staff and workers of the Company. The Directors express their gratitude towards each one of them.
Registered Office: On Behalf of The Board Of Directors
Jeevan Vihar Extension Near, FOR FABINO ENTERPRISES LTD
Shubham Garden, Murthal Road, (Formerly known as Fabino Life Sciences Ltd.)
Sonipat, Haryana-131001.
Tel: 9883900021CIN: L24100HR2011PLC114093Website: http://www.fabinolife.comEmail: info@fabinolife.com
Otl/-
Ms. Kanchi GehlotCompany SecretaryDate: 13th August 2024