Directors Report of Abate As Industries Ltd.

Mar 31, 2025

FINANCIAL HIGHLIGHTS: (In Lakhs)

Key highlights of the financial performance of your Company for the FY 2024-25 have been summarized below. ... .....

		Standalone		Consolidated
Sr No.	Particulars	As on 31/03/2025	As on 31/03/2024	As on 31/03/2025	As on 31/03/2024
1.	Revenue from Operations	-	-	1,408.68	-
2.	Other Income	97.04	-	96.6	-
3.	Expenses	42.71	91.12	1395.88	-
4.	Profit/(loss) before exceptional items & tax	54.33	(91.12)	109.4	-
5.	Profit/(loss) Before Tax	54.33	(91.12)	108.56	-
6.	Tax expense	-	-	1.49	-
7.	Profit/ (Loss) for the period	54.33	(91.12)	110.05	-

RESULTS OF OPERATION:

During the year under review, the Company has made a standalone profit of Rs.54.33 lakhs and consolidated profit of Rs. 110.05 lakhs for FY 2024-25 as compared to operating loss (Standalone) of Rs.91.12 Lakhs in previous year.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company, during the year under review.

SHARE CAPITAL:

The Authorized Share Capital of the company is 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).

During the year, Company has issued 7,37,87,128 (Seven Crore Thirty-Seven Lakh Eighty-Seven Thousand One Hundred Twenty-Eight) equity shares having face value of Rs.10/- (Rupees Ten only) each, fully paid up on a preferential basis (“Preferential Issue") to the Promoter and Non-Promoter investors for a consideration other than cash. After allotment of the aforesaid equity shares, the issued, subscribed and paid-up equity share capital of the Company stands increased from Rs. 5,01,61,000 (Rupees Five Crore One Lakh Sixty One Thousand One Only)divided into 50,16,100(Fifty Lakh Sixteen Thousand One Hundred) equity shares having face value of Rs. 10/- (Rupees Ten only) each to Rs. 78,80,32,280 (Rupees Seventy Eight Crore Eighty Lakhs Thirty-Two Thousand Two Hundred and Eighty) divided into 7,88,03,228 (Seven Crore Eighty Eight Lakhs Three Thousand Two Hundred and Twenty Eight) equity shares having face value of Rs. 10/- (Rupees Ten only) each.

PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company at the end of this financial year has a total of three subsidiaries post allotment on preferential basis through swap of shares on 25th February 2025 which are as follows:

1. M/s. Salamath Import & Exports Private Limited (Incorporated in India)

2. M/s Prudential Management Services Private Limited (Incorporated in India)

3. M/s Sky International Trading WLL (Incorporated in Bahrain)

The Company at the end of this financial year has one Associate company - M/s. SAIA Educational Support Services WLL (Incorporated in Bahrain).

The company does not have any Joint Venture at the end of Financial year 31 st March, 2025.

As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report.

A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-VIII to this report. Financial statements of each of the subsidiaries will also be placed on the website of the Company and can be accessed at https://www.abateas.com/ The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

DIVIDEND:

To conserve resources for future operations, the Board has decided not to declare any dividend for FY 2024-25.

TRANSFER TO RESERVES:

Your company proposes to transfer Rs. 54.33 lakhs out of profit to the reserves and Rs.9061.06 to share premium account received from the allotment of 7,37,87,128 shares.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

With an aim to enhance Company''s'' financial flexibility and create opportunities for future growth and investment, the Board of Directors in their Board Meeting held on 25th February, 2025 has allotted 7,37,87,128 equity shares on a preferential basis (“Preferential Issue"). to the Promoter and Non-Promoter for consideration other than cash and in this regard Shareholder''s Approval was received in Extra ordinary general meeting held on 5th February, 2025.

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 2024- 2025.

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.

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Dr. Adv Arikuzhiyan Samsudeen (DIN: 01812828) : Chairman & Non-Executive Director

Dr. Muhemmed Swadique (DIN: 02933064) : Whole Time Director

Ms. Julie G Varghese (DIN: 09274826) : Non-Executive Independent Director

Dr. Musallyarakatharakkal Safarulla (DIN: 02933030) : Non-Executive Director

Mr. Mohammed Kutty Arikuzhiyil (DIN: 02007636) : Non-Executive Director

Mr. Abdul Nazar Jamal Kizhisseri Muhammed (DIN: 06990053) : Non-Executive Director

Dr. Rajesh Puthussery (DIN: 09270524) : Non-Executive Director

Mrs. Indu Ravindran (DIN: 09252600) : Non-Executive Independent Director

Mrs. Manjusha Ramakrishnan Puthenpurakkal (DIN: 09427053) : Non-Executive Independent Director

Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN: 00722626) : Non-Executive Director

Mr. Mohammed Kabeer Moolian (DIN: 06844102) : Non-Executive Independent Director

Mr. Pattassery Alavi Haji (DIN: 00251124) : Non-Executive Independent Director

Mr. Ali Thonikkadavath (DIN: 02905367) : Non-Executive Director

Mr. George Chirapparambil Chacko : Chief Financial Officer

Mrs. Heena Kausar Mohd Amin Rangari : Company Secretary & Compliance

Officer

During the year under review, following Appointment & Resignation of Directors took place:

A. Appointment of Mr. Ali Thonikkadavath as a Non-Executive Director of the Company w.e.f 08^th February, 2024 in the Annual General Meeting held on 11^th September, 2024.

B. Appointment of Mr. Mohamed Kabeer Moolian (DIN:06844102) as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from 08^th February, 2024 to 7^th February, 2029 in the Annual General Meeting held on 11^th September, 2024.

C. Appointment of Mr. Pattassery Alavi Haji (DIN:06844102) as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from 08th February, 2024 to 7^th February, 2029 in the Annual General Meeting held on 11^th September, 2024.

D. Dr. Musallyarakatharakkal Safarulla (DIN: 02933030), Non-executive Director of the Company was required to retire by rotation & was appointed as eligible for being re- appointed.

E. Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN: 00722626), Non-executive Director of the Company was required to retire by rotation & was appointed as eligible for being re- appointed.

Copyright © Abate Group of Companies Ltd 2025. All rights reserved. (e-I l-Ai

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) of the Companies Act, 2013.

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 12th February, 2025 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 2024-2025 along with the hours spent on the Programme by the Independent Directors is posted on Company''s website at https://www.abateas.com/

COMPOSITION OF COMMITTEES OF THE BOARD:

A. 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

B. Nomination Remuneration committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

C. Stakeholders Relationship committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

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 2024-2025	Date of the Meeting
		29 th May, 2024 12th Aug, 2024
Board Meeting	6	13th Nov, 2024 06th Jan, 2025 12th Feb, 2025 25th Feb, 2025
		29th May, 2024
Audit Committee	4	12th Aug, 2024 13th Nov, 2024 12th Feb, 2025
Nomination & Remuneration	2	12th Aug, 2024
Committee		12th Feb, 2025
		29th May, 2024
Stakeholders Relationship	4	12th Aug, 2024
Committee		13th Nov, 2024 12th Feb, 2025
Independent Director''s Meeting	1	12th Feb, 2025

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.

ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board, Chairperson, Individual directors and its Committees were carried out during the year under review. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Attendance of Board Meetings and Board Committee Meetings.

• Quality of contribution to Board deliberations.

• Strategic perspectives or inputs regarding future growth of Company and its performance.

• Providing perspectives and feedback going beyond information provided by the management.

• Commitment to shareholder and other stakeholder interests.

A member of the Board did not participate in the discussion of his / her evaluation.

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 2024-25.

DETAILS OF POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. All the plociesare placed on the website of the Company.

• Code of Conduct for Directors and Senior Management Personnel.

• Code of Conduct for Insider Trading

• Code of Fair Disclosure of Unpublished Price Sensitive Information

• Web Archival Policy

• Sexual Harassment Policy

• Policy on Materiality of Events

• Policy on Nomination and Remuneration

• Policy on Preservation of Documents

• Policy on Related Party Transactions

• Policy for Board Diversity

• Whistle Blower or Vigil Mechanism Policy

• Code for Independent Directors

• Policy on Determining Material Subsidiaries.

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 2024-25.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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 PENALTY & FEES:

During the year under review, the Company has not received any order, show cause notice, or penalty except for the Imposition of SOP fines by Bomaby stock exchange for delay in submission of Annual report under Regulation34 OF SEBI (LODR), Regulations, 2015

RISK MANAGEMENT POLICY:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Company''s process and policies for determining risk tolerance and reviews management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 ended March 31,2025 and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared annual accounts on a going concern basis;

e. the directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE PHILOSOPHY:

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Company''s philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board plays a central role in upholding and guiding this governance framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behaviour, actual or suspected fraud, violation of Company''s code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee. The details of the policy are posted on the website of the Company.

CODE FOR PROHIBITION OF INSIDER TRADING:

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company as the limits are not breached, a report on CSR activities is not annexed in this Annual report.

DISCLOSURE/ ANNEXURES:

a. Annual Return:

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the submission of extract of the Annual Return in the form MGT-9 has been dispensed with in terms of the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021. Hence, the form MGT-9 has not been attached with the Board Report. However, the Company has placed a copy of the annual return on its website.

b. Report on Corporate Governance:

The report on corporate governance as stipulated under Chapter V of the SEBI Listing Regulations is attached herewith as Annexure-IV to this report.

c. Certificate of Non-Disqualification of Directors:

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2025 obtained from M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, is annexed as Annexure-V to this report.

d. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-II to this report.

e. Certificate by WTD and CFO:

Mr. Muhemmed Swadique, Whole Time Director and Mr. George Chirapparamnil Chacko, Chief Financial Officer, have submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate is herewith attached as Annexure-VI to this report.

f. Code of Conduct for Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Dr. Adv. A. Samsudeen, Chairman of the Company and forms part of this Annual Report as Annexure - VII.

g. Related Party Transactions:

All related party transactions during the FY 2024-25 were in the ordinary course of business and at arm''s length basis. 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 Audit Committee has reviewed on a quarterly basis, the related party transactions of the Company and the particulars of contracts or arrangements or transactions with related parties during the FY 2024-25, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-III to this 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.

AUDIT AND AUDITORS:

a. Statutory Auditor & Audit Report

The Members of the Company, in its 31^st AGM held on September 7, 2022, appointed M/s. Mahesh C Solanki & Co., Chartered Accountants (Firm Registration No. CR2052) as Statutory Auditors of the Company, to hold office from the conclusion of 31^st AGM till the conclusion of the 36^th AGM.

The report given by the Statutory Auditors, on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025 forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory. The Audit Report does not contain any qualification, reservation, or adverse remark.

b. Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the said year is annexed to this Report as Annexure-I.

In reply to the observations regarding approval for related party transactions, we would like to inform that the related party transactions shall be ratified in the ensuing AGM and SOP fines levied by Bombay Stock Exchange have been paid and company shall take active steps to comply with the same from this year onwards.

The Company has appointed Mrs. Manjula Poddar, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the material Subsidiaries Company for the financial year 2024-25. In reply to the observations made, company shall take active steps to comply with the same from this year onwards.

The Secretarial Audit Report for the said year of material Subsidiaries SALAMATH IMPORT AND EXPORTS PRIVATE LIMITED and PRUDENTIAL MANAGEMENT SERVICE PRIVATE LIMITED is annexed to this Report as Annexure-I.

c. Cost Audit and Cost Records:

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

d. Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported, to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, shareholders, suppliers, business partners/associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the services committed by the management team and other employees of the Company.

CAUTIONARY STATEMENT:

All statements that address expectations or projections about the future, including, but not limited to statements about the Company''s strategy for growth, product development, market position, expenditures and financial results are forward- looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company''s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

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Mar 31, 2024

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. No.	SOURCES	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 11^th 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 11^th 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 11^th September, 2023 for a term of
five (5) consecutive years up to 13^th 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 11^th
September, 2023.

C) Cessation of Mr. Ramakrishinan Areekuzhiyil (DIN: 00491681), Non-Executive Independent Director of
the Company due to his demise on 1^st October 2023.

D) Resignation of Mr. Swafvan Muhammedali Karuvathil, Chief Financial Officer and key Managerial
Personnel of the Company w.e.f. 31^st January, 2024.

E) Appointment of Mr. George C Chacko as Chief Financial Officer of the Company with effect from 08^th
February 2024.

F) Appointment of Mr. Ali Thonikkadavath as an Additional-Non-Executive Director of the Company in the
Board meeting w.e.f 08^th February, 2024.

G) Appointment of Mr. Mohammed Kabeer as Additional-Non-Executive Independent Director of the
Company in the Board meeting w.e.f 08^th 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 08^th 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 withRule 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 toDirectors''
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 theCompany 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 T ransactions

• 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 AnnualReturn of the Company as at
March 31, 2024 is uploaded on the website of the Company and canbe 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 31^st Annual General Meeting till the
conclusion of the 36^th 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 31^st 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 11^th 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. MANAGEMENTS 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 WORKPLACE
(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: 12^th August, 2024

---

Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting 23rd Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS:

SOURCES 31/3/2014 31/3/2013 RS. Rs

1) Gross Income 7.53 572.51

2) Gross Operating Profit 5.43 1.64

3) Depreciation & Amortization (0.88) (1.31)

4) Profit/(Loss) Before Tax 0.52 0.33

5) Provision for Taxation (0.30) (0.30)

6) Profit/(Loss) After Tax 0.03 0.03

7) Less: Pr. Yr. Income tax W/off 0 0

8) Add/(Less): Transfd. To/from Deferred Tax Liability 0.17 0.20)

9) Net Profit Carried To Balance Sheet 0.36 0.23

10) Add: Balance Brought Down 27.21 26.97

11) Add: Prev. Yr. Adjustment 0.00 0.00

TOTAL 27.57 27.21

2. DIVIDEND:

In the absence of adequate profits, your Directors did not recommend any dividend for the current year.

3. DIRECTORS:

During the year, Mr. Kamlesh B. Mehta, Director is retiring by rotation and being eligible offers himself for re-appointment.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Visswas B. Panse (DIN - 03040544), Mr. Ashok T. Bhanushali (DIN - 03130730) as Independent Directors for five consecutive years for a term up to 31 March 2019.

4. DEPOSITS:

During the year Your Company has not accepted any deposits from the public.

5. EMPLOYEES:

Particulars of employees as required by Section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975 are not given as no employees are drawing salary in excess of the limit of the Section 217(2A).

6. AUDITORS:

M/S DAGDULAL K. JAIN & CO, Chartered Accountants, Mumbai, who are Statutory Auditors of your Company, are due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting. They have signified their willingness to be re-appointed as Statutory Auditor of the Company.

M/S DAGDULAL K. JAIN & CO, Chartered Accountants, Mumbai are being Appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year.

The Company has received letters from M/S DAGDULAL K. JAIN & CO, Chartered Accountants, Mumbai, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors ofthe Company.

7. AUDITORS REMARK:

The Notes to the Accounts referred to in the Auditors Report are self explanatory and, therefore, do not call for any further comments. 9

8. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of Financial Condition and Results of Operation ofthe Company for the year under review, as stipulated in Clause 49 ofthe Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report (Annexure 1).

9. CORPORATE GOVERNANCE:

Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 ofthe Listing Agreement with Stock Exchange are annexed hereto.

10. CEO/CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on Financial Statements, Cash Flow for the financial year 2013-14 and Certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

11. COMMITTEES OF BOARD:

Pursuant to Section 178 of the Companies Act, 2013, The Company has changed the name of Remuneration committee and shareholders committee to "Nomination and Remuneration Committees" and "stakeholders'' committee" respectively, in their meeting held on 30th May, 2014 the details ofthe same are mentioned in the Corporate Governance Report annexed hereto.

12. SECRETARIAL AUDITOR:

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor ofthe Company for the financial year 2014-2015.

13. SUBSIDIARIES:

As the Company has no subsidiaries, the provisions of Section 212 ofthe Companies Act, 1956 does not apply.

14. PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Being a Service Provider and Trading Company, no activities relating to conservation of energy & technology absorption are carried out as such and this provisions are not applicable hence not applicable.

15. AUDIT COMMITTEE:

As per the provisions of Section 292(4) of the Companies Act, 1956 the company has formed an audit committee comprising of Directors of the Company. The committee reviews the requirements ofthe aforesaid section and report to the Board of Directors.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the audited accounts containing the financial statements for the year 2013 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the company''s financial condition and result of operations. These financial statements are audited by the Statutory Auditors M/s Dagdulal k. Jain & Co. Your Directors further confirm that:

1. In the preparation ofthe annual accounts, applicable Accounting Standards have been followed;

2. The Accounting Policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view ofthe state of affairs ofthe company as at 31st March, 2013 and ofthe Profit ofthe Company for the year ended on that date.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts on a going concern basis.

Your Directors wish to take this opportunity to thank the Shareholders, Bankers, and Customers etc. for their co-operation and support extended to company. For and on behalf of the Board of Directors Place:Mumbai Sd/- Sd/- Date:12th August,2014 Kamlesh B.Mehta Visswas B. Paanse Director Director

---

Mar 31, 2011

To The Members OF TRIJAL INDUSTRIES LIMITED.

The Directors have great pleasure in presenting 20THAnnual Report together with the Audited statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS: (AMOUNT Rs. IN LACS)

SOURCES 31/3/2011 31/3/2010 Rs. Rs

1)Gross Income 2379.22 2930.71 2)Gross Operating Profit 5.64 5.84

3)Depreciation & Amortization (1.95) (3.71) 4)Profit/(Loss) Before Tax 3.69 2.13 5)Provision for Taxation (1.25) (1.53)

6)Profit/(Loss) After Tax 2.44 0.60

7)Less: Pr. Yr. Income tax W/off (47208) 0.00

7)Add: Balance Brought Down 23.56 22.24

8)Add: Prev. Yr. Adjstmnt 0.07 0.00

9)Add/(Less): Transfd. To/from 0.32 0.72 Defrd Tax Liability

TOTAL 25.92 23.56

2. DIVIDEND:

In the absence of adequate profits, your Directors did not recommend any dividend for the current year.

3. DIRECTORS:

During the year, Mr. Vishwas Paanse, Director is retiring by rotation and being eligible offers himself for re-appointment.

During the year Mr. S.P. Sharma has given his resignation due to his other pre-occupations. The board has accepted his resignation and thanked him for his valuable contribution to the company and wished him good luck for his future endeavors.

4. DEPOSITS:

During the year Your Company has not accepted any deposits from the public.

5. EMPLOYEES:

Particulars of employees as required by Section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975 are not given as no employees are drawing salary in excess of the limit of the Section 217(2A).

6. AUDITORS:

Auditors M/S. DAGDULAL K. JAIN & CO., Chartered Accountants, Thane retires at the conclusion of this A.G.M. and being eligible offers himself for re-appointment. Members are requested to appoint auditors for the current year and to fix his remuneration.

7. AUDITORS REMARK

The Notes to the Accounts referred to in the Auditors Report are self explanatory and, therefore, do not call for any further comments.

8. CORPORATE GOVERNANCE:

Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with Stock Exchange are annexed hereto.

9. SUBSIDIARIES:

As the Company has no subsidiaries, Section 212 of the Companies Act, 1956 does not apply.

10.PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Being a Service Provider Company, no activities relating to conservation of energy & technology absorption are carried out as such and hence not applicable.

11. AUDIT COMMITTEE

As per the provisions of Section 292(4) of the Companies Act, 1956 the company has formed an audit committee comprising of Directors of the Company. The committee reviews the requirements of the aforesaid section and report to the Board of Directors.

12. DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors would like to inform the members that the audited accounts containing the financial statements for the year 2011 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the company's financial condition and result of operations. These financial statements are audited by the Statutory Auditors M/s Dagdulal k. Jain & Co. Your Directors further confirm that:

1. In the preparation of the annual accounts, applicable Accounting Standards have been followed;

2. the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the Profit of the Company for the year ended on that date.

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

4. that the Directors had prepared the annual accounts on a going concern basis.

13. APPRECIATION:

Your Directors wish to take this opportunity to thank the Shareholders, Bankers, Customers etc. for their co-operation and support extended to company.

By order of the Board

FOR TRIJAL INDUSTRIES LIMITED

KAMLESH MEHTA.

Chairman.

Date: 22nd August, 2011

Place: MUMBAI.

---

Mar 31, 2010

The Directors have great pleasure in presenting 19thAnnual Report together with the Audited statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS: (Amount Rs. in lacs)

SOURCES 31/3/2010 31/3/2009 Rs. Rs.

Gross Income 2930.71 2447.32

Gross Operating Profit 5.84 6.38

Depreciation & Amortization (3.71) (4.36)

PROFIT/(Loss) BEFORE TAX 2.13 2.02

Provision for Taxation (1.53) (1.80)

PROFIT/(Loss) AFTER TAX 0.60 0.22

Balance Brought Down 22.40 21.18

Less: Prev. Yr. Adjustment 0 0 ADD/(Less): Transfd. To/from

Deferred Tax Liability 0.72 1.00

TOTAL 23.56 22.40

2. DIVIDEND :

In the absence of adequate profits, your Directors did not recommend any dividend for the current year.

3. DIRECTORS:

During the year, Mr. Kamlesh B. Mehta , Director is retiring by rotation and being eligible offers himself for re-appointment.

4. DEPOSITS:

During the year Your Company has not accepted any deposits from the public.

5. EMPLOYEES:

Particulars of employees as required by Section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975 are not given as no employees are drawing salary in excess of the limit of the Section 217(2A).

6. AUDITORS:

Auditors M/S. DAGDULAL K. JAIN & CO., Chartered Accountants, Thane retires at the conclusion of this A.G.M. and being eligible offers himself for re- appointment. Members are requested to appoint auditors for the current year and to fix his remuneration.

7. AUDITORS REMARK

The Notes to the account referred to in the Auditors Report are self explanatory and, therefore, do not call for any further comments.

8. CORPORATE GOVERNANCE:

Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with Stock Exchange are annexed hereto.

9. SUBSIDIARIES:

As the Company has no subsidiaries, Section 212 of the Companies Act, 1956 does not apply.

10. PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Being a Service Provider Company, no activities relating to conservation of energy & technology absorption are carried out as such and hence not applicable.

11. AUDIT COMMITTEE

As per the provisions of Section 292(4) of the Companies Act, 1956 the company has formed an audit committee comprising of Directors of the Company. The committee reviews the requirements of the aforesaid section and report to the Board of Directors.

12. DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors would like to inform the members that the audited accounts containing the financial statements for the year 2010 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the companys financial condition and result of operations. These financial statements are audited by the Statutory Auditors M/s Dagdulal k. Jain & Co. Your Directors further confirm that:

1. In the preparation of the annual accounts, applicable Accounting Standards have been followed;

2. the Accounting Policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the Profit of the Company for the year ended on that date.

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

4. that the Directors had prepared the annual accounts on a going concern basis.

13. APPRECIATION:

Your Directors wish to take this opportunity to thank the Shareholders, Bankers, Customers etc. for their co-operation and support extended to company.

By order of the Board

FOR TRIJAL INDUSTRIES LIMITED

KAMLESH MEHTA

Chairman

Date: 22nd August, 2010

Place: MUMBAI.