To,
The Members,
ABATE AS INDUSTREIS LIMITED
(FORMERLY KNOWN AS TRIJAL INDUSTRIES LIMITED)
Your Directors have great pleasure in presenting 31st Annual
Report together with the Audited statement of Accounts for the year ended 31st
March, 2022.
1. FINANCIAL HIGHLIGHTS:
| Sr. No, SOURCES |
31/03/2022 |
31/3/2021 |
| 1 Gross Income |
17,47,246.00 |
14,02,057.00 |
| 2 Gross Operating Profit/(Loss) |
(42,07,796.00) |
1,42,643.00 |
| 3 Depreciation & Amortization |
- |
(33,911.00) |
| 4 Profit/(Loss) Before Tax |
(42,07,796.00) |
88,732.00 |
| 5 Provision for Taxation / Deferred Tax |
(8,44,559.00) |
24,877.00 |
| 6 Profit/(Loss) After Tax |
(33,63,237.00) |
63,855.00 |
| 7 Other Comprehensive Income - Remeasurement of Financial
Instrument |
- |
1,61,460.00 |
| 8 Exceptional Items |
- |
- |
| 9 Profit / (Loss) after Exceptional & Extraordinary Items |
(33,63,237.00) |
2,25,315.00 |
| 10 Net Profit/(Loss) Carried to Balance Sheet |
(33,63,237.00) |
2,25,315.00 |
2. RESULTS OF OPERATIONS:
During the Year under review, the Company has made an operating loss
before Tax of Rs. (42,07,796.00) against a Profit of Rs. 88,732.00 in previous year.
However, the company has made a Loss after Tax of Rs. (33,63,237.00) as against Profit in
previous year of Rs. 2,25,315.00 after exceptional items.
3. CHANGE IN MANAGEMENT AND CONTROL:
In view of the change in Control and subsequent to appointments and
resignation of Directors in the Board of the Company, following is the revised Composition
of the Board.
| Sr No. Name of the Directors |
Designation |
DIN |
Status |
| 1. Dr. Adv Arikuzhiyan Samsudeen |
Chairman &Non-Executive Director |
01812828 |
Promoter/ Chairman |
| 2. Dr. Muhemmed Swadique |
Whole Time Director |
02933064 |
Promoter Executive Director |
| 3. Ms. Neethu Subramoniyan |
Non-Executive Director |
08788544 |
Independent Director |
| 4. Ms. Julie G Varghese |
Independent & Non- Executive Director |
09274826 |
Independent Director |
| 5. Mr. Ashok Bhanushali Trikam |
Non -Executive Director |
03130730 |
Non- Executive Director |
| 6. Mr. Muhammed Kutty Arikuzhiyil |
Non-Executive Director |
02007636 |
Non- Executive Director |
| 7. Mr. Abdul Nazar Jamal Kizhisseri Muhammed |
Non-Executive Director |
06990053 |
Non- Executive Director |
| 8. Dr. Rajesh Puthussery |
Non-Executive Director |
09270524 |
Non - Executive Director |
| 9. Dr. Musallyarakatharakkal Safarulla |
Non-Executive Director |
02933030 |
Non - Executive Director |
| 10. Mr. Ramakrishnan AreekuzhiyiI |
Independent & Non- Executive Director |
02933030 |
Independent Director |
| 11. Mrs. Indu Ravindran |
Independent & Non- Executive Director |
09252600 |
Independent Director |
4. SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
During the year under review, The Company has passed special resolution
for shifting the registered office from state of Maharashtra to state of Tamil Nadu and
subject to Central Government Approval. However, Company has received order for shifting
of registered office from Mumbai, ROC. However as on the date of this report, updation of
registered office address at MCA portal is pending at the office of Registrar of
Companies, Mumbai due to technical reason.
5. CHANGE OF NAME AND ALTERATION OF MAIN OBJECT CLAUSE OF THE
MEMORANDUM AND ARTICLES OF ASSOCIATION. Due to change in Management and control, the
Company has passed special resolution for change of the name of the company from
"Trijal Industries Limited" to "Abate As Industries Limited" which has
been approved by Mumbai, ROC and Central Government vide its new Certificate of
Incorporation dated 22nd October, 2021. Also, Company has passed special
resolution for change of its main object clause and amended its Memorandum of Association
in line with Companies Act, 2013 its approval letter dated 14th October, 2021.
6. DIVIDEND:
During the period, your directors do not recommend any dividend for the
year.
7. TRANSFER TO RESERVES:
During the financial year 2021-22, the Company has not transferred any
amount to reserves.
8. CASH FLOW STATEMENTS:
As required under Regulation 34 of the Listing Regulations, a Cash Flow
Statement is part of the financial statements and Annual Report.
9. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS
The Company had no subsidiaries during the financial year from 1st
April, 2021 to 31st March, 2022 and hence required to publish Consolidated Financial
Statements is: NOT APPLICABLE
10. CONSOLIDATED FINANCIAL STATEMENTS:
The Company does not have any subsidiaries as on 31st March, 2022 and
hence not required to publish Consolidated Financial Statements
11. NUMBER OF BOARD MEETINGS:
6 (Six) meetings of the Board were held during the year.
12. THE 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:
During the year, Regional Director, Western Region has passed order for
change of name of the company from Trijal Industries Ltd to Abate As Industries Ltd vide
its new Certificate of Incorporation dated 22nd October, 2021. Also, as on the date of
this report Regional Director, Western Region has passed order for shifting registered
office of the Company from the state of Maharashtra to State of Tamil Nadu vide its order
dated 2nd June, 2022' However as on the date of this report, updation of
registered office address at MCA portal is pending at the office of Registrar of
Companies, Mumbai due to technical reason.
As on the date of this report, Company has received approval from
Bombay Stock Exchange (BSE) for Reclassification of its Promoters/Promoters Group from
"Promoter" category to "public' category dated 5th July, 2022.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITATIVES:
Since the provisions of section 135 of the Companies Act, 2013 is not
applicable to the Company. Therefore, Company has not developed and implemented policy on
Corporate Social Responsibility.
14. COMMITTEES OF THE BOARD:
The Company's Board has the following committees:
(1) Audit Committee.
(2) Shareholders/Investors Grievance Committee (Stakeholders
Relationship Committee). (3) Nomination and remuneration Committee.
15. 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.
16. 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
17. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated i n Section 149(7) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules
18. INDEPENDENT DIRECTORS MEETING
The meeting of the Independent Directors was held on 14th February,
2022 as per schedule IV of the Companies Act, 2013.
19. 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, 2022 is uploaded on the
website of the Company and can be accessed at https://www.abateas.com/
20. AUDITORS:
M/s Roy Varghese & Associates Chartered Accountants having
FRN:006226S were appointed as Statutory Auditors of the Company in the board meeting held
on 28th December, 2021 in place of M/s. Mukesh & Associates Chartered
Accountants who resigned w.e.f 28th December, 2021.
Also, appointment of M/s. Roy Varghese & Associates, Chartered
Accountants was ratified by passing ordinary resolution through postal ballot in terms of
Section 110, 139 of the Companies Act, 2013 read with applicable rules of the for the time
being in force who shall hold office till the ensuing annual general meeting to be held
for financial year 2021-22.
However, as on the date of this report M/s Roy Varghese &
Associates Chartered Accountants holds office till the ensuing Annual General Meeting
& have shown their unwillingness for re-appointment as Statutory Auditors of the
Company. Accordingly, Board of Directors in there meeting held on 8th August,
2022 have resolved to appoint as M/s Mahesh C Solanki & Co Chartered Accountants
(FRN:CR2052) as Statutory of the Company for a period of 5 years subject to shareholders
approval in ensuing annual general meeting to be held on 7th September, 2022.
21. SECRETARIAL AUDITOR & REPORT
The Board of Directors of the Company has appointed HSPN &
Associates LLP, Practicing Company Secretaries to conduct the Secretarial Audit for the
financial year 2021- 2022. The Secretarial audit report for the financial year ended 31st
March, 2022 is annexed to this Report in Annexure "A".
The Secretarial Audit Report does not contain any disqualifications.
22. 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.
23. 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.
24. 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. v. The expenditure
incurred on Research and Development. N.A.
25. CORPORATE GOVERNANCE:
The company falls under the criteria 15(2) (a) of the Listing
Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital
of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the
last day of the previous financial year. As on 31st March, 2022, the Company's
Paid-up Capital is of Rs. 5,01,61,000/- (Rupees Five Crore One Lakh Sixty Thousand only)
and Net worth is of Rs. 36,30,311.00/- (Rupees Thirty-Six Lacs Thirty Thousand Three
Hundred Eleven only). Hence compliance with Corporate Governance provisions as per Listing
Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to
company.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year due to change in management and control of the company
Mr. Kamlesh Mehta resigned as CEO and Mrs. Ketki Mehta (DIN: 07140255) resigned as
Director of the Company w.e.f 14th August, 2021. Mr. Ashok T Bhanushali (DIN:
03130730) resigned as the CFO of the Company with effect from 14th August, 2021. During
the year Board appointed Mr. Rajat Uppal (Membership No: A62228) as Company Secretary
& Compliance Officer of the Company w.e.f 14th August, 2021.
Mr. Ashok T Bhanushali (DIN: 03130730) Director, was liable to retire
by rotation and offers himself for reappointment in the annual general meeting held during
the year.
The Company at the Annual General Meeting held during the year has
passed Ordinary Resolution under section 160 of the Companies Act, 2013 for
Non-Appointment of Mrs. Jagruti Mane (DIN: 07685350) as a Additional Director of the
Company. Also, Company passed ordinary resolution under section 169 of the Companies Act,
2013 at the Annual General Meeting held during the year for removal of Mrs. Bina Soti
(DIN:03129309) as Director of the Company as per special notice received from shareholders
of the company. Company has filed necessary intimation to Mumbai, ROC which is pending as
on the date of this report. Due to change in Management, Incoming Promoter
Directors/Independent Non-Executive Directors who have been appointed at the Board Meeting
held on 14th August, 2021 and their appointment was subsequently regularized
during the annual general meeting held during the year.
| Sr.No. Name |
Designation |
Date of Appointment |
| 1. Dr. Adv Arikuzhiyan Samsudeen (DIN 01812828) |
Chairman & Non- Executive Director |
14-08-2021 |
| 2. Dr. Muhemmed Swadique (DIN : 02933064) |
Whole Time Director |
14-08-2021 |
| 3. Ms. Neethu Subramoniyan (DIN: 08788544) |
Independent Non- Executive Directors |
14-08-2021 |
| 4. Ms. Julie G Varghese (DIN: 09274826) |
Independent Non- Executive Directors |
14-08-2021 |
However, Mrs. Vibhuti Anand Dongare Independent Non-Executive Director
of the Company resigned w.e.f 28th December, 2021.
The Board of Directors at their Board Meeting held on 28th
December, 2021 appointed following directors on the board of the Company and their
appointment was ratified by passing ordinary resolution by postal ballot dated 2nd
February, 2022.
| Sr. No. Name |
Designation |
Date of Appointed |
| 1. Dr. Muhammed Kutty Arikuzhiyil (DIN: 02007636) |
Non-Executive Director |
28-12-2021 |
| 2. Dr. Abdul Nazar Jamal Kizhisseri Muhammed (DIN: 06990053) |
Non-Executive Director |
28-12-2021 |
| 3. Dr. Rajesh Puthussery (DIN: 09270524) |
Non-Executive Director |
28-12-2021 |
| 4. Dr. Musallyarakatharakkal Safarulla (DIN: 02933030) |
Non-Executive Director |
28-12-2021 |
| 5. Mr. Ramakrishnan Areekuzhiyil (DIN: 00491681) |
Independent Non- Executive Director |
28-12-2022 |
| 6. Mrs. Indu Ravindran (DIN: 09252600) |
Independent Non- Executive Director |
28-12-2022 |
As on the date of this report, Mr. Rajat Uppal (Membership No: A62228)
resigned from the post of Company Secretary & Compliance Officer w.e.f 1st
July, 2022 and Board appointed Ms. Heena Rangari (ACS:49820) as Company Secretary &
Compliance Officer of the Company w.e.f 1st July, 2022. Also, as on the date of
this report, Board Appointed Mr. Swafvan Muhammedali Karuvathil as Chief Financial Officer
of the Company in the Board Meeting held on 30th May, 2022.
27. WHISTLE BLOWER:
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/
28. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. 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 Company's internal
control systems are commensurate with the nature of its business and the size and
complexity of its operations. Significant audit observations and follow up actions thereon
are reported to the Audit Committee.
29. OTHER DISCLOSURES:
The company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not applicable.
30. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were
reviewed by the Audit Committee and there were adequate Internal Financial Controls
existed in the Company with respect to the Financial Statements for year ended on 31st
March, 2022 and the Internal Financial Controls are operating effectively.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards as
prescribed and formulated by ICSI during the Financial year 2021-22.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
There were no transactions entered into with related parties as defined
under Companies Act, 2013 during the year were in the ordinary course of business and on
an arm's length basis, and did not attract provisions of Section 188 of Companies
Act, 2013 relating to approval of shareholders. There have been no material related party
transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and
hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section
134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014
‘AOC-2'.
33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments, if any taken or
given, have been disclosed in the financial Statement.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year of the Company to which the
financial statements relate and the date of the report. During the year the Original
Promoters had entered into a share purchase agreement with Dr. Adv A Samsudeen, Dr.
Muhemmed Swadique, Dr. Musallyarakatharakkal Safarulla, Al Salama Eye Research Foundation,
and Dr. Rajesh P ("Acquirers"), in pursuance of which on Saturday, 30 April,
2021, the Acquirers executed the Share Purchase Agreement, the Acquirers acquired
10,47,405 (Ten Lakhs Forty-Seven Thousand Four Hundred and Five) fully paid-up equity
shares of face value of 10.00/- (Rupees Ten Only) ("Equity Shares") each with
complete control over the Company.
35. PENALTY & FEES:
During the year under review, The Erstwhile Management of the Company
has paid a penalty amounting to Rs. 1,55,948 (Rupees One Lakh Fifty-Five Nine Hundred and
Forty-Eight Only) to BSE for non-compliance caused in the previous year's post open
offer.
36. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS
PERFORMANCE:
During the year, the Board adopted a formal mechanism for evaluating
its performance and as well as that of its committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a structured evaluation
process covering various aspects of the Boards functioning such as composition of the
Board & committees, experience & competencies, performance of specific duties
& obligations, governance issues etc. Separate exercise was carried out to evaluate
the performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc. The evaluation of the
Independent Directors was carried out by the entire Board and that of the Chairman and the
Non-Independent Directors were carried out by the Independent Directors. The Directors
were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.
37. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Reg 34 of the SEBI(LODR) Regulations, 2015, is Annexure
"B" to this report.
37. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
The Company has adopted a policy on prevention, prohibition and redress
al 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. During the year and under review the Company has not received any complaints on
sexual harassment.
38. ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for assistance
and co-operation received from the financial institutions, banks, Government authorities,
customers, 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
executives, staff and workers of the Company.
|
by order of the Board of Directors |
|
For Abate As Industries Limited (Formerly Known as Trijal
Industries Limited) |
|
Dr. Adv. A. Samsudden |
|
(DIN: 01812828) |
|
Chairman & Non-Executive Director |
| Place: Kerala |
|
| Date: 8th August, 2022 |
|
|