Your directors have pleasure in presenting the 43™ Annual Report together with the Audited Accounts of the Company for the financial year endedMarch 31,2024.
1. FINANCIAL RESULTS:
In Thousand I'AIUU
Particulars
2023-2024
(Rs.)
2022-2023
Total Revenue
- Revenue from Operations
-
- Other Income
Total
Total Expenditure
2,781.07
1427.97
Profit before Tax
(2,781.07)
(1427.97)
Exceptional items - Prior Period Expenses
Provision for Tax
- Current Tax
- Tax expense (reversal) / provision for earlier years
Deferred Tax (Credit)
Profit/(Loss) After Tax
Other comprehensive income
Total comprehensive income forthe year (net of tax]
Profit brought forward from previous year
Profit available for appropriation
*
Appropriations:
- Interim dividend
- Dividend distribution tax on interim dividend
Ý Final equity dividend
- Dividend distribution tax on final dividend
- Dividend distribution Tax Credit
- Balance Carried Forward to Balance Sheet
1. TRANSFER TO RESERVE:
As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the GeneralReserve pertaining to F.Y 2023-2024.
2. DIVIDEND:
in view of the accumulated losses, your directors are not in a position to recommend any dividend for the year under review and regret for thesame,
3. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK:
On account of general adverse market conditions for metal industries and due to the Court Receiver has taken possession of the factory premises,the Company's operation has been stopped. There is no revenue during the financial year and the Company has ended the financial year with aloss of Rs, (2,781,07}/-. (Amount in thousand]
As already inform in the earlier years, that in spite of the Scheme of Compromise and/or Arrangement U/5ec 391-392, being sanctioned by theHon'ble High Court of Gujarat by its order dated 16-5-2008 and ICICI and in its place Kotak Mahindra Bank Ltd. being paid over all that was payableto it under the Scheme, Kotak Mahindra Bank Ltd. has approached the Hon'ble DRT-III Mumbai. The DRT - III by its ex-parte order dated 05-01¬2015 appointed a Receiver with physical possession of the Company's factory. On an application before the DRT- III, by order dates 5/10/2015,the said order was modified and the Company's Lessee was directed to be put in possession, with receiver being in formal possession. By orderdated 5/10/2015, Kotak Bank challenged the said order claiming exclusive physical possession, however, the DRAT Mumbai by its order dated
4/01/2023, rejected Kotak banks Appeal, Subsequently the Company's Appeal, seeking setting aside appointment of the Receiver, came to beRejected by the DRAT, Mumbai, by its order dated 27/07/2022. The Company has Filed Writ Petition Dtd.29,h September 2023 in Mumbai HighCourt No. O.O.C.J WP. No. 2660 of 2024 & 4418 of 2024. The Company, believes and is advices that the said order of appointment of the Receiveris erroneous and is therefore vigorously trying to get the said order vacated and restore the possession to the Company.
4. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 5,00,00,000 /-(Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) equity shares ofRs.10/- (Rupees Ten each) and
The Issued and Paid-up Capital of the Company during the year stood at Rs. 52,08,97Q/-{ Rupees Fifty-Two Lakhs Eight Thousand and Nine HundredSeventy only) divided into 5,20,897 (Five Lakhs Twenty Thousand Eight Hundred Ninety Seven) equity shares of Rs. 10/- (Rupees Ten each).
5. BOARD MEETINGS / COMMITTEE MEETINGS:
Board Meeting
06 (Six) Board meetings were held in the financial year 2023-2024
The same were held as under:
1. 20-04-2023
2. 25-05-2023
3. 03-08-2023
4 04-09-2023
5. 02-11-2023
6. 06-02-2024
Audit Committee
04 (Four) Audit Committee meetings held during the financial year 2023-2024.
The same were held as under
1. 25-05-2023
2. 03-08-2023
3. 02-11-2023
4. 06-02-2024
Nomination and Remuneration Committee
Nomination and Remuneration committee meetings were held during the financial year 2023-2024. The same were held on 11-11-2023,Stakeholders Committee
Stakeholders Committee meeting held during the financial year 2023-2024. The same was held on:
6. DIRECTORS’ RESPONSIBILITY STATEMENT:
In accordance with the provisions of 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from thesame;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable andprudent 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 loss of the company forthat period;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis;
(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate andare operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.
7. STATEMENT ON INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of theCompanies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 andthe relevant rules.
They have registered their names in the Independent Directors' Databank. However, the examination of independent directors is in process.
The Board believes that the Independent Directors of the Company possess requisite qualifications, experience, expertise and proficiency andthey hold the highest standards of integrity
8. WEB LINK FOR THE ANNUAL RETURN:
In accordance with Sections 92(3) read with 134(3)(a) of the Companies Act 2013 and Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the extract of the Annual Return of the Company for the financial year 2023-24 is available on the website ofthe Company at www.snailbh.in
9. COMPANY'S POLICY RELATING TO DIRECTORS:
The Company's policy relating to appointment of Directors, payment of managerial remuneration, directors' qualifications, positive attributes,independence of directors and other related matters as provided under section 178(3) of The Companies Act 2013 in furnished in Annexure 'A'The policy has been updated on company website,
10. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK:
Statutory Auditor
The observations in the Auditors report and the notes on Financial Statements referred are self-explanatory and do not call for any furthercomments.
Secretarial Auditor
The observations in the Secretarial Audit Report are self-explanatory and do not call for any further comments.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year underreview and hence the said provision is not applicable.
12. RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company during the financial year with related parties as defined under the CompaniesAct, 2013 and Clause 49 of the Listing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements were in the ordinary courseof business and on an arm's length basis, therefore. Form AOC - 2 is not applicable to the Company.
13. MATERIAL CHANGES:
In spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05,2008, M/s, Kotak Mahindra Bank claiming tobe the assignee of ICICI Bank, approached to Honorable DRT Mumbai, By Ex-parte order dated 05.01.2015, the Honorable DRT-III Mumbai passedan order and appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession of factory prem iseson 6th August 2015. On an application before the DRT- III, by order dates 5/10/2015, the said order was modified and the Company's Lesseewas directed to be put in possession, with receiver being in formal possession. By order dated 5/10/2015, Kotak Bank challenged the said orderclaiming exclusive physical possession, however, the DRAT Mumbai by its order dated 4/01/2023, rejected Kotak banks Appeal. Subsequently theCompany's Appeal, seeking setting aside appointment of the Receiver, came to be Rejected by the DRAT, Mumbai, by its order dated 27/07/2022.The Company has Filed Writ Petition Dtd.29th September 2023 in Mumbai High Court No. Q.O.C.J WP. No. 2660 of 2024 & 4418 of 2024 Thesaid order is challenged, and the Company is continuously making reasonable efforts to get the said Order vacated, Due to this the Company'soperation has been stopped since August - 2015. Due to this reason, the Company's rent income towards lease rent has been stopped.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:
Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 in respect of Conservation of energy etc.is not applicable to the company.
There was no foreign exchange inflow or outflow during the year under review.
15. RISK MANAGEMENT:
The company's entire manufacturing unit is still acquired by the Court Receiver appointed by DRT-III Mumbai., under securitization act and as aresult, the company has moved an application before appellate authority. Till the company re-obtain the possession your company is not able tostart commercial production.
The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company for the current year.
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individuallyas well as the evaluation of the working of its Audit, Nomination & Remuneration Committees,
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board'functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties,obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluatedon parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and itsminority shareholders etc. The performance evaluation of the independent Directors as decided by Nomination and Remuneration Committeewas carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Secretarial Department,
The Directors expressed their satisfaction with the evaluation process
Company does not have any subsidiary / Joint venture/ other associate company.
During the year, your Company has optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of theListing Regulations as amended from time to time
Sr No
Name
Designation
1
Kantilal Bhuralal Patel
Managing Director
2
Milan Rambhai Patel
Director
3
Amrutaben Kantilal Patel
4
Bharat Ashwin Manek
Independent Director
5
Shakuntala Rajesh Chavan
Mr. Kantilal Bhurala! Patel, Director was liable to retire by rotation, and being eligible, had offered himself for the re-appointment at the 42nd AnnualGeneral Meeting held on 28th September, 2023. The shareholders' approval was sought at the 42nd Annual General Meeting for reappointmentof Mr. Kantilal Bhuralal Patel, Director and Non - Independent Director, based on the recommendation of the Nomination and RemunerationCommittee and Board.
In terms of section 203 of Act, following are the Key Managerial Personnel of the Company:
Sr No._Name_Designation_
3 Sava I i Patil Company Secretary
The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexedat "Annexure - B" to this report.
(i) Name of top 10 employees in terms of remuneration draw
Designation ofthe Employee
Remuneration
received
Nature ofEmployment,whether contractualor otherwise
Qualification &Experience of theEmployee
Date of
commencementof employment
Age ofsuch
employee
The last employmentheld by such employeebefore joining theCompany
Percentage ofequity sharesheld
Sayali Patil
Rs.72,000 PA
Company
Secretary
4 years ofexperience in thefield of CompanySecretary and LegalCompliances
13/02/2021
30 years
Employee at MSNAssociates, CompanySecretaries.
Nil
(ii) Employed throughout the year and were in receipt of remuneration of not less than Rs. 1,02 Cr. per annumNot Applicable
(iii) Names of employees employed for part of the year and were in receipt of remuneration of not less than Rs. 8.50 Lacs per month.
Not Applicable
Note;
1. The percentage of equity shares held by above mentioned employees are NIL as on 31st March, 2024.
2. None of the Company's employees Is related to any directors of the company.
22. AUDITORS:
STATUTORY AUDITOR
The Auditors M\s SVH & Associates, Chartered Accountants, Mumbai the present statutory auditors are appointed in the Annual General Meetingheld in the year 2022, as per the provisions of Section 139 of the Companies Act, 2013 for a period of 5 years, i.e. till the conclusion of AnnualGeneral Meeting to be held in the year 2027.
SECRETARIAL AUDITOR
M/s Saurabh Shukla & Associates, Practicing Company Secretaries (Membership No. F11753, CP N0.17845) has been appointed as SecretarialAuditor for the financial year 2023-2024.
The Secretarial audit report is appended as an Annexure-C to this report.
INTERNAL AUDITORS
M/S Pranav B Raval & Associates Chartered Accountants has been appointed as Internal Auditors for the financial year 2023-2024.
23. DEPOSITS:
The Company has not received any amount of deposit during the financial year under review.
24. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
As informed, in spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05.2008, M/s. Kotak MahindraBank claiming to be the assignee of ICICI Bank, approached to Honorable DRT Mumbai, By Ex-parte order dated 5.1.2015, the Honorable DRT-illMumbai passed an order appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession offactory premises on 6th August 2015. The said order is challenged and the Company is continuously making reasonable efforts to take relief fromthe said Order. Due to this the Company's operation has been stopped since August - 2015. As result a rent towards lease rent premises fromlessee has been stopped.
25. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial control system with reference to the Financial Statements for ensuring the orderly and efficientconduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
26. POLICY ON SEXUAL HARASSMENT:
The company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy on prevention, prohibition and redressal of SexualHarassment. The company has constituted an Internal Complaints Committee in accordance with the provisions of Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) Is set up to redress complaints receivedregarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
27. CORPORATE GOVERNANCE REPORT:
In terms of circular SEBI CIR/CFD/Pollcy Cell/7/2014 dated 15th September, 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreementand as stipulated under the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is not mandatory forthe time being in respect of Companies having paid up share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores as onthe last day of previous financial year. In view of the above separate corporate governance report is not provided.
28. VIGIL MECHANISM:
The Company has established a Vigil Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employeesand other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express theirconcerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interestsof co employees and the Company. The Company have updated the policy on company website. The Vigil Mechanism Policy is appended as anAnnexure 'D' to this Report.
29. SHARES ;
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY:
The Company has not issue any Sweat Equity Shares during the year under review.
C. BONUS SHARES:
No Bonus shares were issued during the year under review.
d, EMPLOYEE STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the Employee.
30. COMPLIANCE OF SECRETARIAL STANDARD:
The Company has devised proper systems to ensure compliance with the provisions of al l applicable Secretarial Standards issued by the Instituteof Company Secretaries of India and that such systems are adequate and operating efficiently.
31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING YEAR:
During the year, your Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code,2016 as at the end of the financial year
32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONEWHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS:
During the year, your Company has not Initiated One Time Settlement with the Banks or Financial Institutions and therefore no details are requiredto be furnished
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT: -
There are no such frauds reported by auditors under sub-section (12) of section 143.
34. APPRECIATION:
Your directors would further like to record their appreciation of the efforts by the management of the Company and wish to express their gratitudeto the Members for their continued trust and support.
On Behalf of the Board of Directors,
Place: Mumbai Kantilal B. Patel Milan Rambhai Patel
Date:02/Q9/2024 Managing Director Director and CFO
DIN:01441306 DIN:02143088