Directors Report of Scoobee Day Garments (India) Ltd.

Mar 31, 2025

Your Directors are pleased to present the 31^st Annual Report on the business and operations of the company (SDGIL) together with the Audited Financial Statements for the financialyear ended March 31, 2025.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

Scoobee Day Garments (India] Limited - formerly known as Victory Paper and Boards (India) Limited - has undergone a remarkable transformation since its inception. Incorporated on August 9, 1994, as a public limited company under the Companies Act, 1956, the company originally focused on establishing an environmentally sustainable paper mill utilizing waste paper and innovative de-inking technology. This eco-conscious initiative marked its initial foray into industrial operations, with the company receiving its certificate of commencement of business on December 16, 1994.

A pivotal moment in the company''s history occurred in September 2017, when it was acquired by the promoters of the Anna Group of CompaniesâMr. Boby M. Jacob, Mrs. Minni Boby Jacob, and Anna Aluminium Company Pvt. Ltd. This strategic acquisition not only shifted the ownership structure but also redefined the company''s operational focus and long-term vision.

As part of its renewed direction under the Anna Group, the company acquired a garment manufacturing facility in Karur, Tamil Nadu, in December 2018. This state-of-the-art plant was designed to meet the exacting standards of international and domestic clients and was equipped with integrated residential facilities for workers, reflecting a commitment to employee welfare and operational efficiency. This acquisition marked the company''s entry into the textile and garment manufacturing sector, positioning it as a competitive player in the apparel supply chain.

The Anna Group, with a legacy spanning over 50 years, originally established itself in the Aluminium industry and has since diversified into multiple sectors, including food processing, spices, and textiles. The group''s diversified portfolio includes trusted brands such as Kitex, which produces school and travel bags under the Scoobee Day and Trawellday labels. In the food segment, Sara Spices, founded in 1979, specializes in spice processing and distribution. Additionally, the Group manufactures a wide range of aluminium-based products, including utensils, extrusions, and roofing materials, through advanced manufacturing infrastructure.

Following the acquisition of the Karur plant, Scoobee Day Garments (India) Limited expanded its operations into two core business verticals: garment manufacturing and roofing solutions. In 2018, the company forayed into the roofing materials market, producing and distributing aluminium and galvanized iron (GI) sheets, primarily catering to demand within Kerala. A year later, in 2019, the company began manufacturing ready-made garments, targeting both the domestic market and global export clients. In line with its evolved business strategy and diversified product offerings, the company underwent a rebranding initiative.

Today, Scoobee Day Garments (India] Limited is firmly established as a specialist in the export of high-quality baby garments, a niche segment that demands strict compliance with international standards of quality and safety. The company exclusively uses 100% pure cotton, ensuring its products are soft, breathable, and gentle on infants'' sensitive skin. Advanced technologies in dyeing and printing are employed to create garments that are non-allergenic, durable, and comfortable, reflecting a strong commitment to quality assurance and consumer safety.

Driven by a philosophy of long-term partnerships, the company focuses on building enduring relationships with international buyers. Its competitive edge lies in its robust infrastructure, technical expertise, and stringent quality control systems, enabling it to consistently deliver value and reliability in a dynamic global market.

2. FINANCIAL SUMMARY AND STATE OF COMPANY''S AFFAIRS

The Audited Financial Statements of your Company as on 31st March, 2025 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).

The summarized financial highlights are depicted below:

(Figures in 000''s)
Particulars	31.03.2025	31.03.2024
Revenue from operations	4,65,028.37	4,07,671.99
Other Income	6,041.59	2,241.11
Total Income	4,71,069.96	4,09,913.10
Operating Profit/(Loss) before exceptional items	5,487.51	39,472.58
Exceptional Items	21,659.43	-
Profit/(Loss) before taxes	27,146.94	39,472.58
Tax expense/ Credit (Incl. Deferred Tax)	8,048.42	2,818.99
Profit/(Loss) after tax	19,098.52	36,653.59

The company during the year reported total income of Rs.4710.70 lakhs as against Rs. 4099.13 lakhs in the previous year. The net profit after tax amounted to Rs. 190.98 lakhs as against Rs. 366.53 lakhs in the previous year.

There are no material changes or commitments affecting the financial position of the company between the end of the financial year and the date of this report.

There were no material events that had an impact on the affairs of your company. There is no change in the nature of your Company''s business during the year under review.

3. SHARE CAPITAL

As at the end of the year, following is the status of share capital:

1. * Authorised Share Capital: Rs.18,00,00,000 (Rupees Eighteen Crores], divided into

1.80.00. 000 (One Crore Eighty Lakhs] equity shares of Rs. 10/- each.

2. Paid up Capital: 13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs] divided into

1.35.00. 000 (One Crore Thirty-Five Lakhs] equity shares of Rs. 10/- each.

* The existing authorized share capital was fully subscribed and paid-up, necessitating an increase to accommodate future capital-raising initiatives. The Company plans to issue additional equity shares through rights issues, in accordance with applicable laws and regulatory guidelines. In order to facilitate further capital raising for the purposes of loan repayment and to support the Company''s long-term strategic growth plans, the Company proposed an increase in its authorized share capital.

Accordingly, an Extra-Ordinary General Meeting (EGM) of the shareholders was convened on 17th March, 2025, where the members approved the increase in the Authorized Share Capital of the Company from Rs. 13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs] divided into 1,35,00,000 (One Crore Thirty-Five Lakhs] equity shares of Rs. 10/- each, to Rs.

18.00. 00.000 (Rupees Eighteen Crores] divided into 1,80,00,000 (One Crore Eighty Lakhs] equity shares of Rs. 10/- each.

4. DIVIDEND AND RESERVES

Considering the carried forward loss and the need to conserve resources, the Directors consider it prudent not to recommend payment of any dividend to the members for the year ended 31st March, 2025. During the year under review, the company has not transferred any amount to any of the reserves maintained by the company and there were no amounts to be transferred to the Investor Education and Protection Fund (IEPF] pursuant to the provisions of Section 124 (5] of the Companies Act, 2013 (the Act].

5. CREDIT RATING
Total Bank Loan Facilities Rated	Rs.30.9 Crore
Long Term Rating	Crisil BB-/Stable
Short T erm Rating	Crisil A4

6. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

7. RELATED PARTY TRANSACTIONS

All transactions or arrangement entered into with the related parties for the year under review were on arm''s length basis and in the ordinary course of business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules Made thereunder are not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3] (h] of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure C.

However certain related party transactions were considered as material in accordance with the Company policy on materiality of related party transactions and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 for which approved by shareholders at Annual General Meeting. The company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All Related Party Transactions were placed before the Audit Committee as also to the Board for approval. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz.,

http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210508285. Policy o n Related Party Transactions.pdf.

The Members may refer to Note 33.5 to the Standalone Financial Statements which sets out the related party disclosures as per the Indian Accounting Standards.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY.

During the year under Report, your company has not given directly or indirectly any loan to any person or other body corporate or has given any guarantee or provide security in connection with a loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more as prescribed under section 186 of the Companies Act, 2013.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition

As on March 31, 2025, the Board of Directors of the Company comprises of Six Directors, of which one Executive and five are Non- Executive Directors, which includes, three Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6] of the Act and Regulation 16 (1) (b] of the Listing Regulations. In terms of Regulation 25(8] of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses, which are detailed in the Report on Corporate Governance. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the view of the Board, all the directors possess the requisite skills, expertise,integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report:

1. Mr. K L V Narayanan -Managing director

2. Mrs. Zaphia Fareed- Chief Financial Officer, and

3. Mrs. Alphonsa Jose - Company Secretary and Compliance Officer

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jeff Jacob (DIN: 08652962], Non-Executive Director retires by rotation at the ensuing Annual General Meeting (âAGMâ] and being eligible offers himself for re-appointment.

10. DIRECTORS'' RESPONSIBILITYSTATEMENT

Pursuant to Section 134(5] of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected suchaccounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the Profit of the Company for the year ended on that date;

c) the Directors have 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 annual accounts have been prepared on a going concern basis;

e) 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; 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.

11. ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process ofperformance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Companyempowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, of Committees of the Board and of the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Independent Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company.

The Independent Directors of the Company met on August 12, 2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through Board calls on various topics. Specific items were also added in the Board agenda from a governance perspective.

12. POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE

The Board of Directors have framed a Nomination and Remuneration policy which lays down a framework for determining the qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, Senior Management Employees including functional heads and other employees. The Nomination and Remuneration Policy is available on the website of the company in the web link: http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210508044. Nominat ion Remuneration and Evaluation Policy.pdf.

The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time of appointment.

The Nomination and Remuneration policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes, and independence of a Director and the remuneration of Directors, Key Managerial Personnel and SeniorManagement including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the same person is to be appointed as an Independent Director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled.

e. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

f. The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force.

g. Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

h. In case of any amendments], clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s] etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

13. MEETINGS OF THE BOARD AND ITS COMMITTEES.

The Board met five times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 202425 and the attendance of Directors forms part of the Report on Corporate Governance.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2025:

a] Audit Committee

b] Nomination and Remuneration Committee

c] Committee of Directors (Stakeholders''Relationship Committee]

d] Corporate Social Responsibility Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.

15. AUDITORS & REPORTS OF THE AUDITORS Statutory Auditor

M/s Varma and Varma, Chartered Accountants, (FRN: 004532S] Daiwik Arcade, Thiruvambady Road, Punkunnam, Thrissur - 680002 was appointed as Statutory Auditor of the Company for a period of five consecutive years at the 30^th Annual General Meeting (âAGMâ] of the Company to hold office till the conclusion of 35 ^th Annual General Meeting at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditor.

The Statutory Audit Report forms part of the Annual Report. There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditor in Auditor''s Report.

During the year under review, there were no instances of fraud which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12] of Act and Rules framed thereunder.

The company was not required to maintain cost records as prescribed under Sub- section (1] of Section 148 of the Companies Act, 2013.

a) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s CaesarPintoJohn & Associates LLP, Company Secretaries to undertake the Secretarial Auditof the Company for the FY 2024-25, based on consent received from M/s CaesarPintoJohn& Associates LLP, Company Secretaries. The Secretarial Audit Report is annexed as Annexure ''A'' and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on thewebsite of the company.

http://scoobeedaygarments.com/kvpbil uploads/finance/290525025650Scoobee ASCR 3 1.03.2025.pdf

The Secretarial Audit Report and Secretarial Compliance Report for FY 2024-25, do not contain any qualification, reservation, or adverse remark.

Further in Compliance with Regulation 24A of SEBI Listing Regulations, and Section 204 of the Companies Act, 2013, the Board of Directors, at their meeting held on May 21, 2025, has approved the appointment of M/s CaesarPintoJohn & Associates LLP, Company Secretaries holding Peer Review Certificate No. 2148/2022 as Secretarial Auditor, with effect from April 1, 2025, for a period of 5 years and fix their remuneration, subject to the approval of the members at the ensuing Annual General Meeting of the Company. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting.

Brief profile and other details of M/s CaesarPintoJohn & Associates LLP, Company Secretaries are disclosed in the AGM Notice approved by the Board.

16. INTERNAL FINANCIAL CONTROL SYSTE MS AND ITS ADEQUACY

Internal Financial Control and Risk Management are integral to the Company''s strategy and for the achievement of the long- term goals. Company''s success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is strong and commensurate with its size, scale and complexities of operations.

M/s. Nimmy Michael & Associates, Chartered Accountants, Ernakulam was the Internal Auditors of the Company for the financial year 2024-25.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewedrigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and also appraised of the internal audit findings and corrective actions. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY.

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices. The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The vigil mechanism/ Whistle Blower is disclosed in the website of the company viz http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210506182. Wistle Blo wer policy and vigil mechanism.pdf.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company has set up corporate social responsibility Committee in pursuance of the provisions of section 135 and Rules thereto and schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee had constituted on 11.08.2023 with the following members:-

Mr. K L V Narayanan -Chairman

Mr. Dony Dominic - Member

Mr. Satheesh Kumar Gopa Kumar - Member

A Corporate Social Responsibility Policy in line with Section 135 and Schedule VII of the Companies Act, 2013 has been framed which includes activities to be undertaken by the Company as specified in Schedule VII and hasbeen approved by the Board.

CSR Committee recommends the amount of expenditure to be incurred on the activities and monitors the Corporate Social Responsibility Policy of the Company from time to time.

As a responsible company, Scoobee Day Garments firmly believes in contributing actively for the social welfare of people in Kizhakkambalam Panchayath. The CSR Policyis disclosed in the website of the company as approved by the Board of Directors on 11.08.2023, http://scoobeedaygarments.com/kvpbil uploads/downloads/190823101113Scoobeeday CSR Policy.pdf.

CSR Applicability

Since the Company did not meet any criteria under section 135 of the Companies Act, 2013, it was not obligated to contribute towards CSR activities during FY 2024-25. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2024-25.

19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 (âPOSH Actâ] and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC] has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

i. Number of Sexual Harassment Complaints received - NIL

ii. Number of Sexual Harassment Complaints disposed off - NIL

iii. Number of Sexual Harassment Complaints beyond 90 days - NIL

The said policy has been uploaded on the website portal of the Company for information of all employees at

http://scoobeedaygarments.com/kvpbil uploads/downloads/080624035059Sexual Haras sment Policy.pdf.

20. MANAGEMENT DISCUSSION ANDANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report as Annexure F.

21. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3] read with Schedule Vof the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report as Annexure G.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

23. COMPLIANCE WITH SECRETARIAL STANDARDS.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

24. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3] of the Act read with Companies (Management and Administration] Rules, 2014, certified copy of Annual Return as at March 31,2025 will be hosted on the website of the company after filing with ROC in the following web link http://scoobeedaygarments.com/investors.p hp.

25. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be IndependentDirectors of the Company, fulfill the conditions of independence as specified in the Act and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Company has received declaration from Independent Directors in accordance with Section 149(7] of the Act, that he meets the criteria of independence as laid out in Section 149(6) of the Act.

The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise,experience and proficiency. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (âIICAâ)

26. FAMILIARIZATION PROGRAMMES FORINDEPENDENT DIRECTORS

The Company, from time to time, familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, its products etc. and updates them through various programme on changes / developments in the corporate and industry scenario including those pertaining to statutes / legislation and on matters affectingthe Company, to enable them to take well informed decision and discharge their duties and responsibilities in an efficient manner and to contribute significantly towards the growth of the Company.

Further, all Independent Directors are taken through a detailed induction and familiarization programme at the time of their appointment on the Board of the Company. The induction programme is an exhaustive one that covers the history, culture, background of the Company and its growth over the last several decades, various milestones in the Company''s existence since its incorporation, the present structure and an overview of the businesses and functions.

The detail of familiarization programme is disclosed on the website of the Company and is available at

http://scoobeedaygarments.com/kvpbil uploads/downloads/200223014909Familarizatio n Programme and status.pdf

27. MANAGERIAL REMUNERATION

The Remuneration Policy for selection of Directors and determining their independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. None of the employees employed throughout the financial year is in receipt of remuneration of Rs.1 Crore and Two lakhs in aggregate or more and none of the employees employed for part of the year are in receipt of Rs. Eight Lakhs and Fifty Thousand per month or more as specified under Rule 5(2] of The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 (âRulesâ] forms part of the Corporate Governance Report and is annexed to this Report as Annexure G.

The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12] of the Act read with Rule 5(2] and 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members.

Your Company''s policy on directors'' appointment and remuneration and other matters (âRemuneration Policyâ] pursuant tothe provisions of Section 178(3] of the Act is available on the website of your Company at:

http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210508044. Nominatio n Remuneration and Evaluation Policy.pdf.

28. RISK MANAGEMENT POLICY

The Board of directors review/assess the risk profile of the company on a continual basis with respect to its current business environment. The Audit Committee has additional oversight in the area of financialrisks and controls.

29. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

There are no companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.

30. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13] of Companies (Share Capital and Debentures] Rules, 2014 is not required to be made.

31. STATUTORY INFORMATION AND OTHER DISCLOSURES

(a] The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3](m] of the Act, read with the Rule 8(3] of the Companies (Accounts] Rules, 2014 is annexed as Annexure B and forms an integral part of this Report.

(c] The Company has not accepted anydeposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits] Rules, 2014 as amended.

(d) There were no frauds committed against the Company during FY 2024-25 by its officers or employees which are required to be disclosed as per Section 143(12} of the Companies Act, 2013.

(e) The provisions of section 148(1} of the Companies Act, 2013 are not applicable to the Company and accordingly the Company was not required to maintain cost accounts and records in respect of the applicable products for the year ended March 31, 2025

(f) During the year ended we had complied with provisions of Maternity Benefit Act and the disclosures with respect to the same is disclosed under:

a) Paid maternity leave: Nil

b) Medical bonuses: Nil

c) Nursing breaks: Nil

d) Creche facilities (where applicable): Nil

During the period under review there were 16 female employees and 192 male employees in the company.

32. ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank itscustomers, business associates, distributors, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

Mar 31, 2024

Your Directors are pleased to present the 30^thAnnual Report on the business and operations of the company (SDGIL) together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

Founded in 1994 as Victory Paper and Boards (India) Limited promoted by Anna Group, the industrial leaders for more than 50 years in south India. During the year 2017-18, the company has taken over by the present management. The company has started Aluminium roofing sheet production during the year 2018-19. In addition, Company has acquired a fully operational textile Unit at Karur, Tamil Nadu, spanning 32.5 acres of land and 5.5 lakh sq.ft of Factory building. Commercial operations at this unit began in the 2019-20 financial year. To better reflect its current activities, the company changed its name to Scoobee Day garments (India) Limited effective September 30, 2021.

Scoobee Day Garments (India) Limited now operates in two key segments: the Manufacturing of apparels and readymade garments and Roofing solutions. The Company is actively exploring new opportunities across India and is actively evaluating opportunities in India.

2. FINANCIAL SUMMARY AND STATE OF COMPANYâS AFFAIRS

The Audited Financial Statements of your Company as on 31st March, 2024 areprepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEB1 Listing Regulations") and the provisions of the Companies Act, 2013 ("Actâ).

The summarized financial highlights are depicted below:

(Figures in lakhs)

Particulars	31.03.2024	31.03.2023
Revenue from operations	4021.21	5091.41
Other Income	779.20	188.00
Total Income	4099.13	5279.42
Total expense before interest, depreciation and taxes	3160.70	3896.12
Profit/(Loss) before interest, depreciation and taxes	938.43	1383.30
Interest Expense	286.16	356.59
Profit/(Loss) before depreciation and taxes	652.27	1026.70
Depreciation expense	247.03	242.94
Profit/(Loss) before taxes	405.22	783.76
Tax
expense
Current	30.83	''
Tax
Deferred Tax
Profit/(Loss) after tax	374.39	783.76

The company during the year reported total income of Rs. 4099.13 lakhs as against Rs. 5279.42 lakhs in the previous year. The net profit after tax amounted to Rs. 374.39 lakhs as against Rs. 783.76 lakhs in the previous year.

There are no material changes or commitments affecting the financial position of the company between the end of the financial year and the date of this report.

There were no material events that had an

impact on the affairs of your company. There is no change in the nature of your Companyâs business during the year under review.

3. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2024 stood at Rs.13.50 Crore. There was no change in the paid up share capital during the year under review. The Company does not have any outstanding paid-up preference share

capital as on the date of this Report. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any Stock options or sweat equity or warrants.

2. DIVIDEND AND RESERVES

Considering the carried forward loss and the need to conserve resources, the Directors consider it prudent not to recommend payment of any dividend to the members for the year ended 31st March, 2024. During the year under review, the company has not transferred any amount to any of the reserves maintained by the company and there were no amounts to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124 (5) of the Companies Act, 2013 (the Act).

3. CREDIT RATING

The long term credit rating of your company, as given by CRISIL Ratings Limited, was stable as the ratings compared on previous on the bank facilities to CRISIL âBB-/Stable/CRISIL A4 '' from âCRISIL and B /Stable/CRISIL A4''.

4. FINANCIAL STATEMENTS

Your Company has consistently appliedapplicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

5. RELATED PARTY TRANSACTIONS

All transactions or arrangement entered into with the related parties for the year under review were on arm''s length basis and in the ordinary course of

business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules Made thereunder are not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure C.

C. However certain related party transactions were considered as material in accordance with the Company policy on materiality of related party transactions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for which approved by shareholders at Annual General Meeting. The company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

http://scoobeedaygarments.com/kvpbil uploads /downloads/0311210508285. Policy on Related Party Transactions.pdf.

The Members may refer to Note 30.5 to the Standalone Financial Statements which sets out the related party disclosures as per the Indian Accounting Standards.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY.

During the year under Report, your company has not given directly or indirectly any loanto any person or other body corporate or has given any guarantee or provide security inconnection with a loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more as prescribed under section 186 of the Companies Act, 2013.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

As on March 31, 2024, the Board of Directors of the Company comprises of Six Directors, of which one Executive and five are Non- Executive Directors, which includes, three Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Companyâs Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors

in the context of the Companyâs businesses, which are detailed in the Report on Corporate Governance. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report:

1. Mr. K L V Narayanan -Managing director

2. Mrs. Zaphia Fareed- Chief Financial Officer, and

3. Mrs. Alphonsa Jose - Company Secretary and Compliance Officer

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dony Dominic (DIN: 03588411), Non-Executive Director retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for reappointment.

10. DIRECTORS'' RESPONSIBILITYSTATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

d) the annual accounts have been prepared on a going concern basis;

e) 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; 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.

11. ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Companyempowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Boardand the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule 11 to the Listing Regulations.

Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

The Independent Directors of the Company met on August 12, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

12. POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE

The Board of Directors have framed a Nomination and Remuneration policy which lays down a framework for determining the qualifications, positive attributes,Independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, Senior Management Employees including functional heads and other employees. The Nomination and Remuneration Policy is available on the website of the company in the web link:

http://scoobeedaygarments.com/kvpbil uploads /downloads/0311210508044. Nomination Rem uneration and Evaluation Policy.pdf.

The policy lays emphasis on the importance o: diversity within the Board, encourages diversity o] thought, experience, background, knowledge ethnicity, perspective, age and gender at the time o] appointment.

The Nomination and Remuneration policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person aresufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the sameperson is to be appointed as an Independent Director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled.

even after attaining the retirement age, for the benefit of the Company.

f. The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force.

g. Deviations on elements of this policyin extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

h. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

13. MEETINGS OF THE BOARD AND ITS COMMITTEES.

The Board met five times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 2023- 24 and the attendance of Directors formspart of the Report on Corporate Governance.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2023:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Committee of Directors (Stakeholders'' Relationship Committee)

d) Corporate Social Responsibility Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the

Corporate Governance Report forming part of this Annual Report FY 2023-24.

15. AUDITORS & REPORTS OF THE AUDITORS

a) Statuto ry Audito r

Mr. Anil K Nayar, Chartered Accountant ( M. No. 202070), Kochi was appointed as Statutory Auditor of the Company for a period of five consecutive years at the 25^th Annual General Meeting (âAGMâ) of the Company to hold office till the conclusion of the 30th AGM (this AGM) at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditor.

The Board proposes to appoint M/s Varma and Varma, Chartered Accountants, (FRN: 004532S) Daiwik Arcade, Thiruvambady Road, Punkunnam, Thrissur - 680002 as the Statutory Auditors of the company for a period of 5 years from the conclusion of the ensuing Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company, i.e at the Financial Year 2028-29 on such remuneration as may be mutually decided from time to time. M/s Varma and Varma, Chartered Accountants has given their consent to act as Statutory Auditors of the Company and have confirmed that the said appointment if made will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

The Statutory Audit Report forms part of the Annual Report. There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditor in Auditor''s Report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

The company was not required to maintain cost

records as prescribed under Sub- section

(1) of Section 148 of the Companies Act,2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s CaesarPintoJohn & Associates LLP, Company Secretaries to undertake the Secretarial Auditof the Company for the FY 2023-24, based on consent received from M/s CaesarPintoJohn & Associates LLP, Company Secretaries. The Secretarial Audit Report is annexed as Annexure âA'' and forms an integral part of this Report.

http://scoobeedaygarments.com/kvpbil upl oads/finance/300524042314Annual Secreta rial Compliance Report 31.03.2024.pdf.

The Secretarial Audit Report and Secretarial Compliance Report for FY 2023-24, do not contain any qualification, reservation, or adverse remark.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Internal Financial Control and Risk Management are integral to the Company''s strategy and for the achievement of the longterm goals. Company''s success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

complexities of operations.

M/s. Nimmy Michael & Associates, Chartered Accountants, Ernakulam was the Internal Auditors of the Company for the financial year 2023-24.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and also appraised of the internal auditfindings and corrective actions. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and also apprised of the internal audit findings and corrective actions. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY.

Regulation 22 of the Listing Regulations.

The vigil mechanism/ Whistle Blower is disclosed in the website of the company viz http://scoobeedaygarments.com/kvpbil uploads /downloads/0311210506182. Wistle Blower po licy and vigil mechanism.pdf.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company has set up corporate social responsibility Committee in pursuance of the provisions of section 135 and Rules thereto and schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee had constituted on 11.08.2023 with the following members:-

Mr. K L V Narayanan -Chairman

Mr. Dony Dominic - Member

Mr. Satheesh Kumar Gopa Kumar - Member

CSR Committee recommends the amount of expenditure to be incurred on the activities and monitors the Corporate Social Responsibility Policy of the Company from time to time.

of Directors on 11.08.2023,

http://scoobeedaygarments.com/kvpbil uploads /downloads/190823101113Scoobeeday CSR Pol icy.pdf.

CSR Applicability

Rs. in 000''s

Financial

Year

2022-23

2021-22

2020-21

Net Profit

78,376.34

35,278.30

(44,464.82)

Average Net Profit of 3 Preceding F.y Amount Required to be spent by the company during the FY 2023-24	23,063.27
	461.27
Amount	475.00
paid

Nature of CSR Activity	Donation to Twenty20
(non-profit charitable organisation) and Donation to Armed Force

During the year 2023-24 company has paid Rs.475000/- (Rupees Four Lakh Sixty Five Thousand Only) for CSR Expense to Twenty 20 Association, Kizhakkambalam, as donation for rural development projects and Donation to Armed Force.

19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at theworkplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual

are covered under the above policy. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

The said policy has been uploaded on the website portal of the Company for information of all employees at

http://scoobeedaygarments.com/kvpbil upload s/downloads/080624035059Sexual Harassme nt Policy.pdf.

20. MANAGEMENT DISCUSSION ANDANALYSIS REPORT

21. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule Vof the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report as

Annexure G.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

23. COMPLIANCE WITH

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, certified copy of Annual Return as at March 31,2023 will be hosted on the website of the company after filing with ROC in the following web link

http://scoobeedaygarments.com/investors.p hp.

25. STATEMENT OF DECLARATION GIVEN

BY INDEPENDENT DIRECTORS.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Company has received declaration from Independent Directors in accordance with Section 149(7) of the Act, that he meets the criteria of independence as laid out in Section 149(6) of the Act.

The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (âIICA")

26. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The detail of familiarization programme is disclosed on the website of the Company and is available at

http://scoobeedaygarments.com/kvpbil uploads/ downloads/200223014909Familarization Progra mme and status.pdf

27. MANAGERIAL REMUNERATION

employed throughout the financial year is in receipt of remuneration of Rs.1 Crore and Two lakhs in aggregate or more and none of the employees employed for part of the year are in receipt of Rs. Eight Lakhs and Fifty Thousand per month or more as specified under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ) forms part of the Corporate Governance Report and is annexed to this Report as Annexure G.

The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members.

Your Company''s policy on directors'' appointment and remuneration and other matters (âRemuneration Policyâ) pursuant tothe provisions of Section 178(3) of the Act is available on the website of your Company at: http://scoobeedaygarments.com/kvpbil upload s/downloads/0311210508044. Nomination Re muneration and Evaluation Policy.pdf.

28. RISK MANAGEMENT POLICY

29. SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES

There are no companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.

30. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

31. STATUTORY INFORMATION AND OTHER DISCLOSURES

(a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure B and formsan integral part of this Report.

(c) The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

(d) There were no frauds committed against the Company during FY 2023-24 by its officers or employees which are required to be disclosed as per Section 143(12) of the Companies Act, 2013.

(e) The provisions of section 148(1) of the Companies Act, 2013 are not applicable to the Company and accordingly the Company was not required to maintain cost accounts and records in respect of the applicable products for the year ended March 31, 2024.

32. ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank itscustomers, business associates, distributors, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the

employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

For and on behalf of the Board of Directors of Scoobee Day Garments (India) Limited

Sd/- Sd/-

K L V Narayanan Dony Dominic

Managing Director Director

DIN: 01273573 DIN:03588411

Place: Kizhakkambalam Date: 12.08.2024

Mar 31, 2018

Dear Shareholder,

The Directors have pleasure in presenting to you the 24^th Annual Report together with the final accounts for the year ended 31^st March, 2018:

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The company during the year reported total income of Rs. 54.51 lakhs as against Rs. 818.44 lakhs in the previous year. The net profit amounted to Rs.4.63 lakhs as against Rs.754.36 lakhs in the previous year. The company could not take any production during the year also due to labour issues and lock out which is continuing since 2009. As the company was closed for more than eight years the plant maintenance work has to be carried out and the efforts in this regard are in progress.

DIVIDEND

Due to loss sustained by the Company and the continuing lock out, the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were changes in the composition of the board of directors during the year - Mr. Dony Dominic and T M Paulose were inducted as directors while promoter directors Mr. Davis Pavunny, Saxon Pavunni and Mr. Geo Paulson resigned paving the way for a new management. Mr. K L V Narayan was appointed as Managing director. The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and that there has been no change in the circumstances which may affect their status of independence.

ANNUAL EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors on the basis of inputs from all the directors on criteria such as Board composition and structure, meeting procedures and functioning, etc.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

I. In preparing the Annual Accounts for the year ended 31.03.2018, the applicable accounting standards have been followed and there are no material departures from the same.

II. 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 and of the profit or loss of the Company for the year ended on that date.

III. The directors has 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 the irregularities.

IV. That the Directors had prepared the accounts on a going concern basis, as the Management is confident that the company will restart operations soon.

V. The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

VI. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

LISTING

The shares of the company are listed at the Bombay Stock Exchange. The listing fees are paid up to the year 2018-19.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS

Because of the long continuing lock out and the resultant state of affairs, the company could not be in full compliance with the corporate governance requirements as per the listing agreement/the SEBI Listing regulations, 2015. The details and disclosures are given in annexure HBD

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2018 in the prescribed format MGT-9 is annexed.

AUDITORS AND AUDIT REPORT

Mr. G V Sukumar (Membership No.207748) Chartered accountant, was appointed as statutory auditor of the company to hold office till 2019 and he continues in office. The report of the auditors for the year does not contain any qualification.

SECRETARIAL AUDIT REPORT

M/s. K P Thomas & Co., Company Secretaries, were appointed as secretarial auditors of the company for the financial year 2017-18. The Secretarial Audit Report in terms of section 204 of the Companies Act, 2013 for the financial year 2017-18 is annexed herewith to this report. As regards the qualifications/adverse comments in the report regarding statutory non-compliances etc. your directors would submit that the Company is a law abiding entity and since it is in the process of re starting its operations, the Management is responsible and committed to their level best to streamline the same in future.

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are given below

Members : 1. Annamma George 2. Dony Dominic 3. Thadiyan Poulose Mathai

Date of Meeting : 30.05.2017, 25.07.2017, 30.10.2017 and 25.01.2018

MEETING OF THE BOARD

7 meetings of the board were held during the year on 02.05.2017, 30.05.2017, 25.07.2017, 29.09.2017, 30.10.2017, 29.11.2017 and 25.01.2018.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

No remuneration .was paid to any of the directors and there was no employee in receipt of remuneration in excess of the limits in terms of Rule 5(2).

PARTICULARS OF LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

No loan was given, investments made, or guarantee provided during the year attracting the provisions of S. 186 of the Companies Act 2013.

STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D

Not applicable as the company had no operations during the year.

CONTRACTS ARRANGEMENTS WITH RELATAED PARTIES

There was no contract or arrangement with related parties during the year, except in the ordinary course of business at arm''s length basis. The form AOC-2 is attached.

RISK MANAGEMENT POLICY

Being a sick unit without any operations, the company faces various risks - operational, financial, market share etc. A proper assessment can be possible only on restarting the business activity.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND REPORT DATE

Nil, except that the shares of the company are readmitted for trading with effect from 20.06.2017

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE

Details of deposits, Issue of equity shares with differential rights and to employees, Remuneration received by the Mg director and whole time directors from subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company, CSR activities, Changes in subsidiaries, and changes in nature of business.

ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation.

By order of the Board

For VICTORY PAPER AND BOARDS (INDIA) LTD

Place : Kizhakkambalam Sd/- Sd/-

Date : 28.08.2018

K L V Narayanan Dony Dominic

Managing Director Director

DIN:01273573 DIN: 03588411

Mar 31, 2014

Dear Members,

The Directors hereby presents the 20,th Annual Report of the Company with the Audited Statements of Accounts for the year ended 31st March 2014.

1. OPERATIONAL PERFORMANCE:

The company could not take any production during the year due to labour strike and lock out is still continuing. Compensation to the labourers has already been settled recently. Since the company has closed more than 5 years and the maintenance work has to be carried out and the discussion in this respect is in progress.

2. FUTURE PLAN OF ACTION:

The modernization and maintenance work including electrical works has to be completed to take up production. Sufficient time will take to complete the maintenance work.

3. FINANCIAL HIGHLIGHTS:

Year ended Year ended

31-3-2014 31-3-2013

Income from Operations 10129174 9760080

Other Income 8430 585075

Total Income 10137604 10345155

Less: Cost Of goods sold 37870186 Nil

Operating Expense 652992 929175

Interest 3129387 4722245

Profit/loss before depreciation and tax (31514961) 4693735

Less: Depreciation 6977245 6977245

Profit/ (loss) before exceptional and Extraordinary Items and tax (38492206) (2283510)

Exceptional Items Nil 1069080

Less: Income Tax/Deferred Tax Nil Nil

Profit/ (loss) after exceptional and Extraordinary Items and tax (38492206) (1214430)

Add: Opening balance of Profit & Loss Account (170509433) (169295003)

Transferred to Balance Sheet (209001639) (170509433)

4. STATE OF AFFAIRS:

The company could not achieve any production for the last few years due to lock out. The bank loan facility in term loan has reduced from Rs.''1.53 Crores to Rs 82/- Lakhs. The CCOI has already closed. The Directors have raised the entire amount from other sources.

5. GENERAL OUTLOOK

The company has completed modifications of the plant to increase production enable to compete with large paper mills.

6. HIGHLIGHT OF THE YEAR

The Company has not taken up production during the year due to Lock Out.

7. DIVIDEND

No dividend has been declared for this year since the company has not made any profit during the year under review.

8. DIRECTORS

Directors of the Company are Shri K.RDavis, Chairman, Shri K.RSaxon, Managing Director and Shri T.RGeo, independent Director.

9 COST AUDIT

Shri George Issac, Ernakulam, who was appointed Cost Auditor of the Company last year still continue to be cost Auditor.

10. AUDITORS

C A G V SUKUMAR, Chartered Accountant, our retiring auditor, expressed his willingness to be reappointed as Statutory Auditors of the Company for the year 2014-15

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The details are given in Annexure -A

12. PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956.

No employee of the company was in receipt of remuneration during the Financial year 2013-14, exceeding the amount prescribed under Sec.217(2A) of the Companies Act, 1956, read with the companies (particulars of Employees) Rules, 1975, as amended.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provision of section 217(2AA) of the Companies Act 1956, your directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to departures;

ii) That the directors had selected such accounting policies and applied them consistently and made judgements 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) 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;

iv) That the directors had prepared the annual accounts ongoing concern basis.

14. REPLY TO QUALIFICATION IN AUDITORS REPORT

i) The company was under lock out from 30.08.2009 and the factory office was not functioning since then. So fixed assets records were not updated. It will be updated soon after lockout is withdrawn and functioning of the office.

ii) The company introduces new varieties of paper from time to time in according to market requirement. All the factors of production relating to such items are not readily identifiable. Necessary requirements of AS- 2, Inventory Valuation will be complied with, after the lock out is lifted and functioning of the office.

iii) The company has sold scrap of Rs 1,01,29,174. during the year. The sale was genuine and effected on as was where basis and the transaction was as per prevailing norms.

iv) The company has paid Rs 432.46 Lakhs to Kerala State Electricity Board towards disputed electricity charges after the dismissal of the company''s petition by the Hon. High Court of Kerala against charging before Supreme Court of India and the final judgement of Hon. Supreme court is awaited. Hence the amount of Rs 432.46lakhs Paid towards the same is not recognised as an expense instead shown as ''Other receivables'' under the Note 10 Other Non-current Assets''.

v) The Outstanding of Rs 1,14,12,626.46 . Is a genuine receivable amount and is recoverable once the company starts functioning.

vi) Provision for gratuity is made as per the Payment of Gratuity Act, 1972. The company will carry out actuarial valuation in future so as to comply with AS-15 on Employee Benefits.

vii) Internal audit is being conducted by the company''s own competent and qualified staff and final report is verified by a qualified Chartered Accountant before sending it to the press.

viii) The Company is facing financial crisis due to lockout. All pending statutory payments of P.F were paid during the year under review other than the disputed liability of P.F. which is stayed by the Hon. High Court of Kerala. There was delay in making Sales Tax and TDS due to lock out which were paid subsequently.

ix) A) Auditors Report that they have not obtained all the information and explanations necessary for the purpose of their audit. We have given all information required under the Companies Act, 1956 but fixed assets and other records were not up dated because of lock out. What prevented them from obtaining all the information and explanations are not explicitly mentioned. We are therefore, unable to comment on the same.

B) The Auditors have not reported any discrepancy in the maintenance of books of accounts and compliance of provisions of Companies Act throughout the entire period of their audit, including March 31. 2013. Similar books like in the previous financial year s have also been kept during the year under report.

x) Cash Credit and Term Loan classified as "Non-performing Accounts'' by the bank from 18.10.2011. The company has closed the cash credit account and brought down the term loan account to Rs 82 Lakhs during the year and balance will be paid in couple of month''s time. The bank has not taken any action.

xi) Other comments of the Auditor''s have been noted for future compliance.

15. CORPORATE GOVERNANCE

Auditors certificate on compliance of conditions of corporate governance and separate notes on corporate governance are enclosed as Annexure ''B''and ''C''. Management Discussions and Analysis is attached as Annexure ''D".

16. INDUSTRIAL RELATIONS

Overall industrial relations during the year were not good.The company has already signed Memorandum of Understanding with Trade Unions and held various conciliation meetings with the workers. Even though the company could not resolve the issue due to adamant nature of the workers and Trade Unions, the conciliation meeting is still continuing.

17. COMPLIANCE CERTIFICATE

A certificate from the Auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

18. ACKNOWLEDGEMENT

Your Directors wish to place on record their greatest appreciation and thanks to M/s Federal Bank Limited for extending their wholehearted co-operation and timely assistance rendered by them to the company during the year. Your directors also wish to convey their appreciation for the assistance, co-operation and support extended to your company by the shareholders. The State Goverment Departments.The Securities and Exchange Board of India , Stock exchanges, ROC, Bankers, Auditors, Cameo Corporate Services Ltd, NSDL, CDSL, Valued customers and last but not the least to the general Public who have been very helpful to the company to the progress made by it throughout the year

By Order of the Board For VICTORY PAPER AND BOARDS (INDIA) LTD.

Sd/- Kunnamkulam (K.P.Davis) 20-12-2014 Chairman

Mar 31, 2013

Dear Shareholder,

The Directors hereby presents the 19th Annual Report of the Company with the Audited Statement of Accounts for the year ended 31s''March 2013.

1. OPERATIONAL PERFORMANCE:

The company could not take any production during the year due to labour strike and lock out is still continuing. The management has entered a Memorandum of Understanding with trade unions and maintenance work in the company has completed. The Management has, even during the last month, seriously held discussions with Regional Joint Labour Commissioner, Ernakulam and the Labour Union to end the lock out of the Company. The Management is expecting a favorable decision within a couple of months'' and start production at the earliest.

2. FUTURE PLAN OF ACTION:

The management has done some modification in the paper machine to take up production either Kraft Paper or Writing and Printing Paper depend upon the market conditions. By this modification the production of the company can increase in substantial tonnage.

3. FINANCIAL HIGHLIGHTS:

Year ended Year ended 31-3-2013 31-3-2012

Income from Operations 9760080 4518370

Other income 585075 471877

Total Income 10345155 4990247

Less: Cost of goods sold 0 582486

Operating expenses 929175 1400980

Interest 4722245 8394663

Profit/Loss before depreciation and tax 4693735 (5387882)

Less: Depreciation 6977245 6977245

ProW(Loss) before exceptional and extraordinary items and tax (2283510) (12365127)

Exceptional Items 1069080 10357118

Less:lncome Tax/Deferred Tax Nil Nil

Profit/(Loss) after exceptional and extraordinary items and tax (1214430) (2008009)

Add: Opening balance of Profit & Loss Account (169295003) (167286993)

Transferred to Balance Sheet (170509433) (169295002)

4. STATE OF AFFAIRS:

The company could not achieve any production for the last few years due to lock out. Although the Memorandum of Understanding signed with the Labour Unions, it has not been implemented due to dispute with labours and the conciliation is in progress. We expect to settle the issue at the earliest. Even though the Company could not take production, the bank loan facility reduced from Rs .2.17 Crores to Rs.1.53 Crores. Moreover, the Company have also serviced an interest of Rs.47.22 Lakhs. All these amounts have been raised by the Directors and their firms without charging any interest.

5. GENERAL OUTLOOK:

The Company has undertaken modification of the plant to increase production enable to compete with large paper mills.

6. HIGHLIGHTS OF THE YEAR

The Company has not taken up production during the year due to lock out.

7. DIVIDEND

No dividend has been declared for this year since the company has not made any profit during the year under review.

8. DIRECTORS

Directors of the Company are Shri K.P.Davis, Chairman, Shri K.RSaxon, Managing Director and Shri T.P.Geo, Independent Director.

9 COST AUDIT

Shri George Issac, Ernakulam, who was appointed Cost Auditor of the Company last year, still continues to be as the Cost Auditor.

10. AUDITORS

M/s. Abraham & Jose, Chartered Accountants, our retiring auditors, expressed their willingness to be reappointed as Statutory Auditors of the Company for the year 2013-2014.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The details are given in Annexure-A.

12. PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956.

No employee of the Company was in receipt of remuneration during the financial year 2012-13, exceeding the amount prescribed under Sec.217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975, as amended.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217 (2AA) of the Companies Act 1956, your directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 and of the profit or loss of the Company for that period:

iii) 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

14. REPLY TO QUALIFICATION IN AUDITORS REPORT

(i) The company was under lockout from 30.08.2009 and the factory office was not functioning since then. So fixed assets records were not updated. It will be updated soon after the lockout is withdrawn and functioning of the office.

(ii) The company introduces new varieties of paper from time to time according to market requirement. All the factors of production relating to such items are not readily identifiable. Necessary requirements of AS-2, Inventory Valuation will be complied with, after the lock out is lifted and functioning of the office.

(iii) The company has sold old machinery scrap of Rs 9760080 during the year. The sale was genuine and effected on as was where was basis and the transaction was as per the prevailing norms.

(iv) The company has paid Rs.432.46 lakhs to Kerala State Electricity Board towards disputed electricity charges after the dismissal of the Company''s petition by the Hon. High Court of Kerala against charging of disputed tariff by the Electricity Board. The company has disputed the matter and filed an appeal before Supreme Court of India and the final judgment of the Hon. Supreme Court is awaited. Hence the amount of Rs.432.46 lakhs paid towards the same is not recognized as an expense instead shown as ''Other receivables'' under the Note 9 ''Other Non-current Assets''.

(v) The outstanding of Rs 21330153 is a genuine receivable amount and is recoverable once the company starts functioning.

(vi) Provision for gratuity is made as per the Payment of Gratuity Act, 1972. The company will carry out actuarial valuation in future so as to comply with AS-15 on Employee Benefits.

(vii) Internal audit is being conducted by the Company''s own competent and qualified staff and the final report is verified by a qualified Chartered Accountant before sending it to the press.

(viii) The company is facing financial crisis due to lockout. All pending statutory payments of RF. were paid during the year under review other than the disputed liability of RF. which is stayed by the Hon. High Court of Kerala. There was delay in making Sales Tax and TDS due to lock out which were paid subsequently.

(ix) a) Auditors'' report that they have not obtained all the information and Explanations necessary for the purpose of their audit. We have given all information required under the Companies Act, 1956 but fixed assets and other records were not up dated because of lock out. What prevented them from obtaining all the information and explanations are not explicitly mentioned. We are therefore, unable to comment on the same. . .

b) The Auditors have not reported any discrepancy in the maintenance of books of accounts and compliance of provisions of companies Act throughout the entire period of their audit, including March 31,2013. Similar books like in the previous financial years have also been kept during the year under report.

(x) Cash Credit and Term Loan classified as ''Non-performing Accounts'' by the bank from 18.10.2011. The company has closed the cash credit account and brought down the term loan account to Rs 1,53,00,000 during the year and balance will be paid in a couple of months'' time. The bank has not taken any action

(xi) Other comments of the Auditors'' have been noted for future compliance. .

15. CORPORATE GOVERNANCE

Auditors certificate on compliance of conditions of corporate governance and separate notes on corporate governance are enclosed as Annexure ''B''and''C''. Management Discussion and Analysis is attached as Annexure ''D''.

16. INDUSTRIAL RELATIONS

Overall industrial relations during the year were not good. The Company has already signed Memorandum of Understanding with Trade Unions and held various conciliation meetings with the workers. Even though the Company could not resolve the issue due to the adamant nature of the workers and Trade Unions, the conciliation meeting is still continuing.

17. COMPLIANCE CERTIFICATE

A certificate from the Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

18. ACKNOWLEDGEMENT

Your Directors wish to place on record their greatest appreciation and thanks to M/s. Federal Bank Limited for extending their wholehearted co-operation and timely assistance rendered by them to the Company during the year. Your Directors also wish to convey their appreciation for the assistance, co-operation and support extended to your Company by the shareholders. The State Government Departments, The Securities and Exchange Board of India, Stock Exchanges, ROC, Bankers, Auditors, Cameo Corporate Services Ltd., NSDL. CDSL, valued customers and last but not the least to the general public who have been very helpful to the company to the progress made by it throughout the year.

By Order of the Board

For VICTORY PAPER AND BOARDS (INDIA) LTD.

Sd/-

Kunnamkulam (K. P. Davis)

31.08.2013 Chairman

Mar 31, 2011

Dear Shareholder,

The Directors hereby presents the 17th Annual Report of the Company with the Audited statement of accounts for the year ended 31st March 2011.

1. OPERATIONAL PERFORMANCE:

The company could not take any production during the year due to labour strike and the lock out is still continuing. The management has entered a Memorandum of Understanding with trade unions and the maintenance work in the company is under progress. The company has already completed formalities to resume production within a couple of months.

2. FUTURE PLAN OF ACTION:

The management has done some modification in the paper machine to take up production either Kraft Paper or Writing and Printing Paper depending upon the market conditions. By this modification the production of the company can increase from 30 tonnes to 50 tonnes.

3. FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.3.2011 31.3.2010

Income from Operations 9095772 39143907

Other income 515234 368073

Total Income 9611006 39511980

Less: Cost of goods sold 14021345 42772060

Operating expenses 2248568 7513245

Interest 8490350 9889151

Profit/Loss before depreciation and tax (15149257) (20662475)

Less: Depreciation 7150594 6063661

Profit/(Loss) before tax (22299851) (26726136)

Less Income tax or fringe benefit tax 0 0

Profit/(Loss) after tax (22299851) (26726136)

Add: Opening balance of Profit & Loss Account (144987142) (118261006)

Transferred to Balance Sheet (167286993) (144987142)

4. STATE OF AFFAIRS:

The company could not achieve optimum production for the last few years due to labour dispute. In the Memorandum of Understanding signed with the Labour Unions, it has been clearly mentioned the minimum target of production to be achieved in each shift is fixed. This will help for better production.

Even though the Company could not able to take production, the bank loan facility reduced from Rs. 7.42 Crore to Rs.4.62 Crore bring down substantial amount of Rs. 2.74 Crore. Moreover, the Company have also serviced an interest of Rs. 84.9 Lakhs. All these amounts have been raised by the Directors and their firms without charging any interest.

5. GENERAL OUTLOOK:

The company could not compete with large paper mills because of low production. The present modification will improve production and tonnage and management will able to bring the company into profit.

6. HIGHLIGHTS OF THE YEAR

Acute shortage of raw materials in the market, smaller mills is finding difficulty to compete with mills which produces paper from pulp. Now Kraft paper is in demand. So the company has renovated the plant to produce Kraft or writing and printing paper enabling to change the production line depends upon the demand of the market.

7 DIVIDEND

No dividend has been declared this year since the company has not made any profit during the year under review.

8 DIRECTORS

Shri K.P.Davis, Joint Managing Director of the company has appointed as Chairman and Whole Time Director with effect from 30.10.2010.

9. COST AUDIT

Shri. George Issac, Emakulam, who was appointed Cost Auditor of the Company last year still continues to be as the Cost Auditor.

10. AUDITORS

M/s Abraham & Jose, Chartered Accountants, our retiring auditors, expressed their willingness to be reappointed as Statutory Auditors of the Company for the year 2011-2012.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details are given in Annexure-A.

12. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

No employee of the Company was in receipt of remuneration during the financial year 2010-11, exceeding the amount prescribed under Sec.217(2A) of the Company's Act, 1956, read with the Companies (particulars of employees) Rules, 1975, as amended.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm :-

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 and of the profit or loss of the company for that period;

Hi) 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

14. REPLY TO QUALIFICATION IN AUDITORS REPORT :

(i) The factory of the company was lockout from 30.08.2009 and factory office s not functional from there, So fixed Assets records were not updated. It will be updated soon after the Lockout is withdrawn and the functioning of office.

(ii) The Company introduces new varieties of paper from time to time according to market requirement. All the factors of production relating to such items are not readily identifiable. Necessary requirements of AS-2, Inventory Valuation will be complied with, after completion of Cost Audit.

(iii) The Company has paid Rs.432.46 lakhs to Kerala State Electricity Board towards disputed electricity charges after the dismissal of the Company's petition by the High Court of Kerala against charging of disputed tariff by the Electricity Board. The company has disputed the matter and filed an appeal before Supreme Court of India and the final judgement of the Hon. Supreme Court is awaited. Hence the amount of Rs.432.46 lakhs paid towards the same is not recognized as an expense instead shown as 'receivables' under the head 'Other Current Assets" in Schedule - 9.

(iv) Provision for gratuity is made as per the Payment of Gratuity Act, 1972 company will carry out actuarial valuation in future so as to comply with As-15 on Employee Benefits.

(v) Internal audit is being conducted by the Company's own competent and qualified staff and the final report is vetted by a qualified Chartered Accountant before sending it to the press.

(vi) The company facing financial crises due to factory lockout. Even the payment of statutory dues were not regular in the financial year 2010-2011, Pending statutory dues settled in the next financial year 2011-12.

(vii) a) Auditor's state that they have not obtained all the information and explanations necessary for the purpose of their audit, What prevented them from obtaining the information and explanations are not explicitly mentioned. We are therefore, unable to comment on the same. b) The Auditors have not reported any discrepancy in maintenance of books of accounts and compliance of provisions of company's Act throughout the entire period of their audit, including March 31, 2011. Similar books like in the previous financial years have also been kept during the year under report.

(vi) Other comments of the Auditor's have been noted for future compliance.

15. CORPORATE GOVERNANCE

Auditors certificate on compliance of conditions of corporate governance and separate notes on corporate governance are enclosed as Annexure 'B' and 'C. Management Discussion and Analysis is attached as Annexure ÃÂ¦D'

16. INDUSTRIAL RELATIONS :

Overall industrial relations during the year were not good. Matters concerning the workmen are continued to be represented by the three recognized trade unions. Now the Company is able to sign a work load settlement which will improve the productivity and performance

17. COMPLIANCE CERTIFICATE :

A certificate from the Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

18. ACKNOWLEDGMENT :

Your Directors wish to place on record their greatest appreciation and thanks to M/s. Federal Bank Limited for extending their wholehearted co-operation and timely assistance rendered by them to the company during the year. Your Directors also wish to convey their appreciation for the assistance, co-operation and support extended to your company by the shareholders, The State Government Departments, The Securities and Exchange Board of India, Stock Exchanges, ROC, Bankers, Auditors, Cameo Corporate Services Ltd., NSDL, CDSL, valued customers and last but not the least to the general public who have been very helpful to the company to the progress made by it throughout the year.

By Order of the Board For VICTORY PAPER AND BOARDS (INDIA) LIMITED

Sd/- Kunnamkulam (K.P. Davis)

Date:21-11-2011 Chairman

Mar 31, 2010

The Directors hereby presents the 16th Annual Report of the Company with the Audited statement of accounts for the year ended 31st March 2010.

1. OPERATIONAL PERFORMANCE

The company achieved a production of 960 tonnes only due to lock out. The circumstances compelled to declare lock out on 30th August 2010 due to labour strike. Hence the company could not perform during the financial year.

Discussion with labour unions is still under way in signing a long term agreement and assignment of work load. The company can enable to survive competing in the market with our competitors if full production capacity is utilized. In spite of all efforts to resolve the labour disputes with the labour unions, the management could not succeed to reach a settlement. The management has compelled to declare a lock out due to strain and stress on the production front. New project work for installing Machine No.ll has also been slowed down due to the non co-operation of the employees. The company has already invested 254 lakhs towards machine No-ll.

2. FUTURE PLAN OF ACTION

The management is introducing course of actions to achieve full production capacity of the plant enabling to survive the company the competition in the market. Signing a long term agreement with the labour unions and assignment of work load to the employees are some of the strategies to be introduced. The employees have almost agreed with the work load arrangement and discussion is still going on other disputed matters. Once the labour dispute is over and commissioning of Machine No.ll, the financial and other organizational constrains will over come.

3. FINANCIAL HIGHLIGHTS:

Year ended Year ended

31.3.2010 31.3.2009

Income from Operations 39143907 124826131

Other income 368073 160420

Total Income 39511980 124986552

Less: Cost of goods sold 42772060 116513996

Operating expenses 7513245 11978202

Interest 9889151 8879255

Profit/Loss before depreciation

and tax (20662475) (12384902)

Less: Depreciation 6063661 6026769

Profit/(Loss) before tax (26726136) (18411671)

Less Income tax or fringe benefit tax 0 36690

Profit/(Loss) after tax (26726136) (18448361)

Add: Opening balance of Profit

& Loss Account (118261006) (99812645)

Transferred to Balance Sheet (144987142) (118261006)

4. STATE OF AFFAIRS

The production has disturbed for about one year due to labour disturbances and consequent lock out. The management has taken drastic decision to declare a lock out to safeguard the issue of not achieving the production with the capacity of the plant. The lockout will help to improve over all production fronts once settlement is arrived with the labour unions even though the company has suffered financial loss. A positive approach from the employees will resolve the issue immediately.

5. GENERAL OUTLOOK:

Writing and printing paper consumption is expected to grow by 8-9% per annum Copier paper segment is also growing at about 20% per annum. Once we start production of quality paper, the demand will increase and over come the present problems. The condition of the market is good compared with last year.

6. HIGHLIGHTS OF THE YEAR

Prices in the domestic market during the last year were varying and smaller mills unable to compete with bigger mills. Increase in production with installing Machine No.II able to withstand in the market. Now Kraft paper is in great demand. If the company finds out the possibility of running MF Kraft the tonnage of production will improve per day. The management has sought feasibility study for changing the production line.

7. DIVIDEND

No Dividend has been declared this year since the Company has not made any profit during the year under review.

8. DIRECTORS

During the year under review Sri. K.T. Pavunny the founder chairman and whole time director of the company passed away on 02-10-2010. Members of the Board expressed their deep condolence over the death of Sri. K.T. Pavunny, who made major contribution in the growth of the company.

Sri. K.M. Ramanunny, director, resigned from the board on 29-12-2009 and Sri. Money Abraham, small share holders director vacated his office on 18-04-2010.

9. COST AUDIT

Stiii. George Issac, Ernakulam, who was appointed Cost Auditor of the Company last year still continues to be as the Cost Auditor. He has to carry out the Cost Audit and submit his report for the year.

10. AUDITORS

M/s Abraham & Jose, Chartered Accountants, our retiring auditors, expressed their willingness to be reappointed as Statutory Auditors of the Company for the year 2010-2011.

1.. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details are given in Annexure-A.

12. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

No employee of the Company was in receipt of remuneration during the financial year 2009-10, exceeding the amount prescribed under Sec.217(2A) of the Companys Act, 1956, read with the Companies (particulars of employees) Rules, 1975, as amended.

13. DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm :-

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 and of the profit or loss of the company for that period;

iii) 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

14. REPLY TO QUALIFICATION IN AUDITORS REPORT :

(i) The factory of the company was lockout from 30.08.2009 and factory office is not functional from there, So fixed Assets records were not updated. It will be updated soon after the Lockout is withdrawn and the functioning of office.

(ii) The Company introduces new varieties of paper from time to time according to market requirement. All the factors of production relating to such items are not readily identifiable. Necessary requirements of AS-2, Inventory Valuation will be complied with, after completion of Cost Audit.

(iii) The Company has paid Rs.432.46 lakhs to Kerala State Electricity Board towards disputed electricity charges after the dismissal of the Companys petition by the High Court of Kerala against charging of disputed tariff by the Electricity Board. The company has disputed the matter and filed an appeal before Supreme Court of India and the final judgement of the Hon. Supreme Court is awaited. Hence the amount of Rs.432.46 lakhs paid towards the same is not recognized as an expense instead shown as receivables under the head Other Current Assets" in Schedule - 9.

(iv) Provision for gratuity is made as per the Payment of Gratuity Act, 1972 company will carry out actuarial valuation in future so as to comply with As-15 on Employee Benefits.

(v) Internal audit is being conducted by the Companys own competent and qualified staff and the final report is vetted by a qualified Chartered Accountant before sending it to the press.

(vi) The company facing financial crises due to factory lockout. Even the payment of statutory dues were not regular in the financial year 2009-10, Pending statutory dues settled in the next financial year 2010-11.

(vii) a) Auditors state that they have not obtained all the information and explanations necessary for the purpose of their audit, What prevented them from obtaining the informations and explanations are not explicitly mentioned. We are therefore, unable to comment on the same. b) The Auditors have not reported any discrepancy in maintenance of books of accounts and compliance of provisions of companys Act throughout the entire period of their audit, including March 31, 2010. Similar books like in the previous financial years have also been kept during the year under report.

(vi) Other comments of the Auditors have been noted for future compliance.

15. CORPORATE GOVERNANCE

Auditors certificate on compliance of conditions of corporate governance and separate notes on corporate governance are enclosed as Annexure B and C. Management Discussion and Analysis is attached as Annexure D

16. INDUSTRIAL RELATIONS :

Overall industrial relations during the year were cordial, although there is a general feeling that productivity can be improved further with the concerted efforts of the workers. Matters concerning the workmen are continued to be represented by the three recognized trade unions. Discussions on workload settlement are under way to improve the productivity which is now affecting the company badly.

17. COMPLIANCE CERTIFICATE :

A certificate from the Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

18. ACKNOWLEDGMENT:

Your Directors wish to place on record their greatest appreciation and thanks to M/s. Federal Bank Limited for extending their wholehearted co-operation and timely assistance rendered by them to the company during the year. Your Directors also wish to convey their appreciation for the assistance, co-operation and support extended to your company by the shareholders, The State Government Departments, The Securities and Exchange Board of India, Stock Exchanges, ROC, Bankers, Auditors, Cameo Corporate Services Ltd., NSDL, CDSL, valued customers and last but not the least to the general public who have been very helpful to the company to the progress made by it throughout the year.

By Order of the Board

For VICTORY PAPER AND BOARDS (INDIA) LIMITED

Sd/-

Kunnamkulam (K.P. Davis)

Date : 30-11-2010 Chairman

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