To,
The Members,
ABATE AS INDUSTREIS LIMITED
(FORMERLY KNOWN AS TRIJAL INDUSTRIES LIMITED)
Your Directors have great pleasure in presenting 33rd Annual Report together with the
Audited Financial statement of Accounts for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
(In Lakhs)
| S. SOURCES No. |
31/03/2024 |
31/03/2023 |
| 1 Gross Income |
- |
0.18 |
| 2 Gross Operating Profit/(Loss) |
(91.02) |
(35.37) |
| 3 Depreciation & Amortization |
0.10 |
0.02 |
| 4 Profit/(Loss) Before Tax |
(91.12) |
(35.39) |
| 5 Provision for Taxation / Deferred Tax |
|
|
| 6 Profit/(Loss) After Tax |
(91.12) |
(35.39) |
| 7 Other Comprehensive Income - Remeasurement of Financial Instrument |
- |
- |
| 8 Exceptional Items |
- |
- |
| 9 Profit/(Loss) after Exceptional & Extraordinary Items |
(91.12) |
(35.39) |
| 10 Net Profit/(Loss) Carried to Balance Sheet |
(91.12) |
(35.39) |
2. RESULTS OF OPERATION:
During the Year under review, the Company has made an operating loss of Rs.91.12 Lakhs
against a loss of Rs. 35.39 Lakhs in previous year.
3. SHARE CAPITAL:
There was increase in Authorised Capital of the company from Rs.15,00,00,000 (Rupees
Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity shares of
Rs.10/- (Rupees Ten Each) to Rs. 95,00,00,000 (Rupees Ninty Five Crore Only) divided into
9,50,00,000 (Nine Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each).
4. PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The company does not have any Subsidiary, Joint Venture or Associate Company and
therefore provision with respect to Section 129 of the Companies Act, 2013 are not
applicable to the Company.
5. DIVIDEND:
During the period, your directors does not recommend any dividend for the year.
6. TRANSFER TO RESERVES:
During the financial year 2023-24, the Company has not transferred any amount to
reserves.
7. 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:
The Registrar of Companies, Mumbai has approved the e-form INC-22 on 11th
August, 2023 for the purpose of shifting of registered office from State of Maharashtra to
State of Tamilnadu, from Jurisdiction of ROC Mumbai to ROC Coimbatore.
8. PUBLIC DEPOSITS:
During the period under review, the Company has neither accepted nor invited any Public
deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 are not attracted and the information
relating thereto is nil.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE
COMPANY:
With an aim to enhance its financial flexibility and create opportunities for future
growth and investment the company, management decided to increase its Authorised Share
Capital from from Rs.15,00,00,000 (Rupees Fifteen Crore only) divided into 1,50,00,000
(One Crore Fifty Lakhs) Equity shares of Rs.10/- (Rupees Ten Each) to Rs. 95,00,00,000
(Rupees Ninty Five Crore Only) divided into 9,50,00,000 (Nine Crore Fifty Lakhs) Equity
Shares of Rs. 10/- (Rupees Ten Each) and in this regard got their Shareholder's Approval
in their meeting held on 11th September, 2023. There was alteration in capital
clause of Memorandum of Association of the Company pursuant to increase in Authorized
share capital
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
The company has not given any loans or guarantees and not made any investments as
covered under the provisions of section 186 of the Companies Act, 2013 during the
financial year 2023- 2024.
11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and compliance
with applicable regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part of
internal auditors' report, key issues and areas of improvement, significant processes and
accounting policies.
12. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess of
limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial personnel) Rules 2014.
13. DIRECTORS & KEY MANAGERIAL PERSONNEL:
| Mr, Samsudeen Arikuzhiyan |
Chairman & Non- Executive Director |
| Mr. Muhemmed Swadique |
Whole-time director |
| Mrs. Julie George Varghese |
Non-Executive Independent Director |
| Mr, Mohammed Kutty Arikuzhiyil |
Non-Executive Director |
| Mr. Musallyarakatharakkal Safarulla |
Non-Executive Director |
| Mr. Abdul Nazar Jamal Kizhisseri Muhammed |
Non-Executive Director |
| Mr. Rajesh Puthussery |
Non-Executive Director |
| Mrs. Indu Kamala Ravindran |
Non-Executive Independent Director |
| Mr. Eramangalath Gopalakrishna Panicker Mohankumar |
Non-Executive Director |
| Mrs. Manjusha Ramakrishnan Puthenpurakkal |
Non-Executive Independent Director |
| Mr. Mohamed Kabeer Moolian |
Additional Director ( Non-Executive Independent Director) |
| Mr. Pattassery Alavi Haji |
Additional Director (Non-Executive Independent Director) |
| Mr. Ali Thonikkadavath |
Additional Director (Non-Executive Director) |
| Mr. George Chirapparambil Chacko |
Chief Financial Officer |
| Mrs. Heena Kausar Mohd Amin Rangari |
Company Secretary |
During the year under review, following appointment & resignation of Directors and
Key Managerial Personnel took place: A) Appointment of Mrs. Manjusha Ramakrishnan
Puthenpurakkal (DIN: 09427053)as an Independent Director of the Company in the Annual
General Meeting held on 11th September, 2023 for a term of five (5) consecutive
years up to 13th November, 2027. B) Regularisation of Additional Director Mr.
Eramangalath Gopalakrishna Panicker Mohankumar (DIN: 00722626) as Non-Exective Director of
the Company in the Annual General Meeting held on 11th September, 2023. C)
Cessation of Mr. Ramakrishinan Areekuzhiyil (DIN: 00491681), Non-Executive Independent
Director of the Company due to his demise on 1st October 2023. D) Resignation
of Mr. Swafvan Muhammedali Karuvathil, Chief Financial Officer and key Managerial
Personnel of the Company w.e.f. 31st January, 2024. E) Appointment of Mr.
George C Chacko as Chief Financial Officer of the Company with effect from 08th
February 2024. F) Appointment of Mr. Ali Thonikkadavath as an Additional-Non-Executive
Director of the Company in the Board meeting w.e.f 08th February, 2024. G)
Appointment of Mr. Mohammed Kabeer as Additional-Non-Executive Independent Director of the
Company in the Board meeting w.e.f 08th February, 2024. H) Appointment of Mr.
Pattasseri Alavi Haji as Additional-Non-Executive Independent Director of the Company in
the Board meeting w.e.f 08th February, 2024. I) During the year, Mr. Abdul
Nazar Jamal Kizhisseri Muhammed (DIN: 06990053) and Dr. Rajesh Puthussery (DIN: 09270524),
Directors of the Company were required to retire by rotation & were appointed as
eligible for being re- appointed.
14. INDEPENDENT DIRECTORS:
A. Declaration of Independent Directors:
The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent
Directors of the Company meet the criteria of their Independence laid down in Section
149(6).
B. Independent Directors Meeting:
The meeting of the Independent Directors was held on 8th February, 2024 as per schedule
IV of the Companies Act, 2013.
C. Familiarisation Programme for Independent Directors:
The familiarization programme aims to provide Independent Directors with the Hospital
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization programme also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The Familiarization
programme for F.Y 2023-2024 along with the hours spent on the Programme by the Independent
Directors is posted on Company's website at https://www.abateas.com/
15. COMPOSITION OF COMMITTEES OF THE BOARD:
Audit committee
Mrs. Manjusha Ramakrishnan Puthenpurakkal Independent Director (Chairman)
Ms. Julie G Varghese- Independent Director
Mrs. Indu Ravindran - Independent Director
Dr. Adv Arikuzhiyan Samsudeen Promoter,Director
Nomination Remuneration committee
Mrs. Manjusha Ramakrishnan Puthenpurakkal Independent Director (Chairman)
Ms. Julie G Varghese- Independent Director
Mrs. Indu Ravindran - Independent Director
Stakeholders Relationship committee
Mrs. Manjusha Ramakrishnan Puthenpurakkal Independent Director (Chairman)
Ms. Julie G Varghese- Independent Director
Mrs. Indu Ravindran - Independent Director
During the year Audit Committee, Stakeholders' Relationship Committee and Nomination
and
Remuneration Committee were reconstituted in the Board Meeting held on 11th November,
2023 due to sad demise of Mr. Ramakrishnan Areekuzhiyil (00491681) Independent &
Non-Executive Director of our Company.
NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
| Particulars |
No. of Meetings during the Financial Year 2023-24 |
Date of the Meeting |
| Board Meeting |
4 |
31.05.2023; 14.08.2023; 11.11.2023 and 08.02.2024. |
| Audit Committee |
4 |
31.05.2023; 14.08.2023; 11.11.2023 and 08.02.2024. |
| Nomination & Remuneration Committee |
1 |
08.02.2024 |
| Stakeholders Relationship Committee |
4 |
31.05.2023; 14.08.2023; 11.11.2023 and 08.02.2024 |
| Independent Director's Meeting |
1 |
08.02.2024 |
The interval between two Board Meetings was well within the maximum period mentioned
under Section 173 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
16. ANNUAL EVALUATION BY THE BOARD:
In compliance with the Companies Act, 2013, the performance evaluation of the Board and
itsCommittees were carried out during the year under review. The evaluation framework for
assessing the performance of Directors comprises of the followingkey areas: i. Attendance
of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board
deliberations. iii. Strategic perspectives or inputs regarding future growth of Company
and its performance. iv. Providing perspectives and feedback going beyond information
provided by the management. v. Commitment to shareholder and other stakeholder interests.
vi. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessmentby the Board of Directors. A member of the Board will not participate in the
discussion of his / her evaluation.
17. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is following the applicable Secretarial Standards as prescribed and
formulated by the Institute of Company Secretaries of India during the financial year
2023-24.
18. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures
(ii) 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 or Loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this Act 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 had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating.
19. DETAILS OF POLICIES:
The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company.
• Code of Conduct for Directors and Senior Management Executives
• Code of Conduct for Insider Trading
• Code of Fair Disclosure of Unpublished Price Sensitive Info
• Web Archival Policy
• Sexual Harassment Policy
• Policy on Materiality Events
• Policy on Nomination and Remuneration
• Policy on Preservation of Documents
• Policy on Related Party Transactions
• Whistle Blower or Vigil Mechanism Policy
20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition of
Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard
of Business Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to the
Code by all concerned. The Code lays down the standard of Conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealing with stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance
with the Code.
21. LISTING WITH STOCK EXCHANGES:
Shares of the Company are listed on BSE and the Company confirms that it has paid the
annual Listing Fees for the year 2023-24.
22. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the
Company and can be accessed at https://www.abateas.com/
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors have set up the Whistle Blower Policy i.e., Vigil Mechanism for
Directors and Employees of the Company to report concerns about unethical behavior, actual
or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The
detailed Vigil Mechanism Policy is available at Company's Website https://www.abateas.com/
. There was no reporting made by any employee for violations of applicable laws and
regulations and the Code of Conduct for the F.Y. 2023-24.
24. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.
25. AUDITORS AND AUDITORS REPORT:
A. STATUTORY AUDITORS
M/s. Mahesh C Solanki & Co., Chartered Accountants (Firm Registration No.CR2052)
were appointed as Statutory Auditors of the Company from the conclusion of 31st
Annual General Meeting till the conclusion of the 36th Annual General Meeting
to be held in the calendar year 2027 for a period of Five (5) years.
The Auditors' Report for Financial Year ended 31st March 2024 does not
contain any qualification, reservation or adverse remark. Hence, there is no requirement
for the Board to provide any explanation or comment on the same. The Auditors' Report is
enclosed with the financial statements in the Annual Report and the same is
self-explanatory.
B. SECRETARIAL AUDITOR & REPORT:
The Board of Directors of the Company has appointed M/s. Lakshmmi Subramanian &
Associates, Practicing Company Secretaries as Secretarial Auditor of the Company w.e.f 11th
November, 2023 for the financial year 2023- 2024. The Secretarial audit report for the
financial year ended March 31, 2024 is annexed to this Report in Annexure-1.
C. INTERNAL AUDITORS:
The company had appointed A. John Moris & Co., Chartered Accountants, as Internal
Auditor of the company for Financial Year 2023-2024.
26. RISK MANAGEMENT POLICY:
The Company continues to have an effective Risk Management process in place. The
Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key businessobjectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company. The details of risks perceived by the Management are
annexed as part of the Management Discussion and Analysis Report.
27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the SEBI(LODR) Regulations, 2015, is annexed as Annexure-2"
to this report.
28. CORPORATE GOVERNANCE:
As on 31st March, 2024, the Company's Paid-up Capital and Net worth is less than Rs. 10
Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17-27
of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will
not apply to the company.
29. CORPORATE SOCIAL RESPONSIBILITY:
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company as the limits are not breached, a report on CSR activities is not annexed in this
Annual report.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
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 the business. There are no
materially significant related party transactions during the year, which, in the opinion
of the Board, may have potential conflicts with the larger interests of the Company. The
details of transactions with related parties have been disclosed in form AOC-2 as Annexure-3
and form part of this Annual Report.
The Board on recommendation of Audit Committee, adopted a policy on related party
transactions to regulate transactions between the Company and its related parties, in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.The policy is uploaded and can be viewed on the Company's website
https://www.abateas.com/.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under
for prevention and redressal of complaints of sexual harassment at workplace. The policy
is uploaded and can be viewed on the Company's website https://www.abateas.com/. During
the year and under review the Company has not received any complaints on sexual
harassment.
32. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES(DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988.
(A) Conservation of energy: - i. The steps taken or impact on conservation of energy:
N.A. ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii. The capital investment on energy conservation equipment: N.A.
(B) Technology absorption: i. The efforts made towards technology absorption: N.A ii.
The benefits derived like product improvement, cost reduction product development or
import substitution: N.A iii. In case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) -
a) The details of technology imported: N.A b) The year of import: N.A c) Whether the
technology been fully absorbed. N.A.
iv. If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and:
N.A.
The expenditure incurred on Research and Development. N.A.
(C) Foreign Exchange Earnings And Outgo: NIL
33. PENALTY & FEES:
During the year, the Company has received show cause notice from Mumbai, ROC for delay
in filing of E-form BEN-2 as required under section 90 of the Companies Act, 2023 read
with rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018 amounting to Rs.
1,61,500 (Rupees One Lakh Sixty One Thousand Five Hundred Only). However, Company has made
a representation for waiver of penalty to ROC, Mumbai and awaiting for their order.
34. ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for assistance and co-operation
receivedfrom the financial institutions, banks, Government authorities, vendors and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the management team and staff of
the Company.
35. CAUTIONARY STATEMENT:
The statements contained in the Board's Report and Management Discussion and Analysis
Report contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual
results.
|
By order of the Board of Directors |
|
For Abate AS Industries Limited |
|
(Formerly Known as Trijal Industries Limited) |
|
Sd/- |
|
Dr. Adv. A. Samsudeen |
|
(DIN: 01812828) |
|
Chairman & Non-Executive Director |
| Place: Perinthalmanna |
|
| Date: 12th August, 2024 |
|
|