As you know very well that the Company was in Corporate Insolvency Resolution Process (CIRP)
during the financial year 2023-24, so that in relation to compliance of the Insolvency & Bankruptcy
Code, 2016 (Code), all the power of the Board of Directors of the Company are suspended and
vested with Resolution Professional (RP) appointed by Hon’ble NCLT, Chandigarh Bench as the
Adjudicating Authority (AA/ Hon'ble NCLT, Chandigarh Bench) on 21.12.2021. Pursuant to the
process of Request for Resolution Plan (RFRP), Bazel International Limited emerged as the
Successful Resolution Applicant (SRA), which was granted the approval of the AA vide its order
dated 01.07.2024 and recently appointed Board is presenting the 35^th Director Report of the
Company.

FINANCIAL PERFORMANCE

The standalone financial statements for the financial year ended March 31, 2024, forming part of
this Annual Report, have been prepared in accordance with Companies Act, 2013 (“the Act”) ) and
the relevant rules issued thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements), Regulations, 2015 (“SEBI Listing Regulations”) and
applicable Indian Accounting Standards.

(Rs. in Hundred)

Proceedings of Liquidation Under the Insolvency Bankruptcy Code, 2016(IBC) read with
Insolvency and Bankruptcy Board of India (IBBI)(Liquidation Process) Regulations
2016:-

• S R Industries Limited (the Company) was registered under The Corporate Insolvency

Resolution Process (CIRP) and initiated by the Adjudicating Authority (AA/ Hon’ble
NCLT, Chandigarh Bench) on 21.12.2021. Pursuant to the process of Request for
Resolution Plan (RFRP), Bazel International Limited(BIL) emerged as the Successful
Resolution Applicant (SRA), which was granted the approval of the AA vide its order
dated 01.07.2024.

• As on date, the Company has rehabilitated from CIRP and new management has taken

the charge over the Company. BIL along with its associates has paid full amount as
proposed in the plan. NCLT has passed order dated 1^st July, 2024.

• Pursuant to abovementioned NCLT order New Directors have been appointed on the

Board and

• Structuring of new shareholders is under process for which coordination with RP, RTA,

CDSL and NSDL is undergoing.

• Post-CIRP shareholding pattern

• Pursuant to the approval of Resolution plan, the SRA will infuse an amount of INR 11.70

Crore (Indian Rupees One Crore Only) for the purpose of acquiring 1,88,81,788 (One
Crore Eighty Eight Lakh Eighty One Thousand Seven Hundred Eighty Eight) equity
shares in the Corporate Debtor. All existing Preference and equity shares other than
1,88,81,788 equity share held by promoters and 7,91,712 equity share held by Public (i.e.
issued and paid up shares as on the date of approval of Resolution Plan) of the company (S
R Industrial Limited) shall stand canceled, extinguished and annulled. After changing in
the Capital structuring, Corporate Debtor (SRA) will become the subsidiary of the BIL.

• Further after the approval of resolution plan, the Paid-up 14,60,000 Preference Share of Rs.

100/- each shall be cease to be members of the Corporate Debtor and all their existing
shareholding will be extinguished and annulled.

COMPANY OVERVIEW

S R Industries Ltd (SRIL) is currently
navigating a challenging scenario, wherein
the company's performance has been
adversely impacted by a liquidity crunch.
Pursuant to an order dated December 21,
2021, from the National Company Law
Tribunal, Chandigarh Bench (Order No. CP

(IB) No. 198/Chd/Pb/2018), the company is
undergoing the Corporate Insolvency
Resolution Process (CIRP).

As a result, Shri Rajender Kumar Jain,
Insolvency Professional (IP), has been
appointed as the Interim Resolution
Professional and subsequently confirmed as
the Resolution Professional. Presently, the
CIRP process is still pending, and the IP has

There are following material changes and
commitments affecting financial position
between the end of financial year and date of
this report:

• Hon’ble NCLT Chandigarh has passed the
order dated 1^st July, 2024; resolution plan was
approved pursuant to that new Board is duly
appointed.

• Restructuring of Share Capital as per the
Approved Resolution Plan is under the
process.

• Rs. 11,70,00,000/- fresh funds were infused
by Resolution Applicant.

CHANGE IN THE NATURE OF
BUSINESS, IF ANY

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

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change
has taken place with regard to capital structure
of the Company.

Details of share capital of the Company as on
March 31, 2024 is as under:

Paid- up Share Capital

As on March 31, 2024, Issued, Subscribed and
Paid-up Capital of the Company is Rs.
19,64,57,000/- divided into 1,96,45,700
Equity Shares of Rs. 10/- (Rupees Ten Only)
each.

The Company’s equity shares are listed on
BSE Limited.

HOLDING, SUBSIDIARIES,

ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries
or associate company as on March 31, 2024,
so there is no requirement of statement in

Form: AOC-1, under section 129(3) of the Act
read with Rule 5 of the Companies (Accounts)
Rules, 2014.

SR Industries Limited underwent a Corporate
Insolvency Resolution Process (CIRP)
pursuant to the order of the Hon'ble National
Company Law Tribunal (NCLT), Chandigarh
Bench, dated December 21, 2021. Following
the successful completion of the CIRP process,
Bazel International Limited emerged as the
Successful Resolution Applicant (SRA).
Consequently, with the approval of the
Resolution Plan, SR Industries Limited has
become a subsidiary of Bazel International
Limited, effective from the date of approval of
the Resolution Plan. As a result, the
management and control of SR Industries
Limited have been vested with Bazel
International Limited, which will oversee the
company's operations and strategic direction.
The acquisition is expected to bring in new
opportunities and growth prospects for SR
Industries Limited.

RELATED PARTY TRANSACTIONS

During the year there is no related Party
Transaction (RPTs), AOC-2, not required to
attached herewith.

DIRECTORS’ RESPONSIBILITY

STATEMENT

Pursuant to the requirements of clause (c) of
sub-section (3) of Section 134 of the Act, the
Board of Directors of your Company confirms
that:

a. In the preparation of the annual
accounts for the year ended March 31,
2024, the applicable accounting
standards have been followed and there
are no material departures from the
same;

b. The Directors have selected such
accounting policies and applied them
consistently and made judgments and

estimates that are reasonable and
prudent so as to give a true and fair
view of the state of affairs of the
company as at March 31, 2024 and of
the profit of the company for the year
ended on that date;

c. The Directors had taken proper and

sufficient care for the maintenance of
adequate accounting records in
accordance with the provisions of the
Act for safeguarding the assets of the
company and for preventing and
detecting fraud and other irregularities;

d. The annual accounts prepared and

signed by the Auditors and Resolution
Professional of the Company on a
going concern basis;

e. The Directors had laid down the

internal financial controls to be
followed by the Company and that such
internal financial controls are adequate
and were operating effectively;

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.

INTERNAL FINANCIAL CONTROLS

During the year, the Company was in CIRP
process and the all the managerial powers are
vested with RP, the RP was managing the
internal financial control and previous Board
of the Company has in place adequate internal
financial controls with reference to financial
statements. The Board has adopted the policies
and procedures for ensuring the orderly and
efficient conduct of its business, including
adherence to the Company’s policies,
safeguarding of its assets, the prevention of
and detection of fraud and errors, the accuracy
& completeness of the accounting records and
the timely preparation of reliable financial
disclosures.

DIRECTOR AND KEY MANAGEMENT
PERSONNEL (“KMP”)

Due to the Corporate Insolvency Resolution
Process (CIRP) under the provisions of the
Insolvency and Bankruptcy Code, 2016 (IBC
Code) was initiated against S R Industries
Limited (the Company) by the Adjudicating
Authority (Hon'ble NCLT, Chandigarh Bench)
on December 21, 2021. Pursuant to the
Request for Resolution Plan (RFRP) process,
Bazel International Limited emerged as the
Successful Resolution Applicant (SRA) and
was granted approval by the Adjudicating
Authority vide its order dated July 1, 2024.
After the following the completion of the
CIRP process, the newly appointed Board of
Directors of the Company is in the process of
taking control over the affairs of the Company.

The Monitoring Committee appointed Mr.
Pankaj Dawar (DIN: 06479649) as additional
Director and Mr. Manish Kumar Gupta (DIN:
05331936) as additional Director w.e.f.
September 18, 2024 and in furtherance of this
the Board of Directors meeting held on
November 22, 2024 appointed Mr. Sanjeev
Kumar Sapra (DIN: 10842495) as Additional
Director (Non-executive Independent
Director), Mrs. Deepti Datta (DIN: 10842930)
as a Non-Executive Woman Independent
Director and Mr. Deepak Logani, (DIN:
10842487) as a Non-Executive Independent
Director, Mr. Shivam Sharma (M. No.:
A42083) as Company Secretary & Compliance
Officer and also proposed to appoint Mr.
Manish Kumar Gupta as CFO and change in
designation of Mr. Pakaj Dawar and appointed
as Additional Director (Managing Director) of
the Company w.e.f. November 22, 2024.

BOARD DIVERSITY

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions are not applicable
on the Company during the year.

FAMILIARISATION PROGRAMEE

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions are not applicable
on the Company during the year.

DETAILS OF BOARD MEETINGS

Due to the Corporate Insolvency Resolution
Process (CIRP) under the provisions of the
Insolvency and Bankruptcy Code, 2016 (IBC
Code) was initiated against S R Industries
Limited (the Company) by the Adjudicating
Authority (Hon'ble NCLT, Chandigarh Bench)
on December 21, 2021. Pursuant to the
Request for Resolution Plan (RFRP) process,
Bazel International Limited emerged as the
Successful Resolution Applicant (SRA) and
was granted approval by the Adjudicating
Authority vide its order dated July 1, 2024.
After the following the completion of the
CIRP process, the newly appointed Board of
Directors of the Company is in the process of
taking control over the affairs of the Company.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had all
Statutory Committees i.e. the Audit
Committee, the Nomination & Remuneration
Committee and the Stakeholders Relationship
Committee. The Committees consists of
balanced majority of Independent Directors in
the committee. The details are available in the
Corporate Governance Report forming part of
this Annual Report.

During the financial year 2023-2024, due to
CIRP proceeding no committee meeting held.

DECLARATION BY INDEPENDENT
DIRECTORS

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions are not applicable
on the Company during the year.

BOARD EVALUATION

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions are not applicable
on the Company during the year.

OUTCOME OF EVALUATION PROCESS

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions are not applicable
on the Company during the year.

REMUNERATION POLICY

There was no change carried out in the policy
during the year under review.

VIGIL MECHANISM/WHISTLE

BLOWER POLICY

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions was not
applicable on the Company during the year.

CORPORATE SOCIAL

RESPONSIBILITY

During the year, provisions of this section is
not applicable on the Company.

RISK MANAGEMENT POLICY

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble

NCLT appointed for manage the Company, so
that the related provisions was not applicable
on the Company during the year.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Company does not fall under the purview
of the disclosure of Business Responsibility
and Sustainability Report under the Regulation
34 (2)(f) of SEBI Listing Regulations.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENT U/S
186

Details of loans, guarantees and investments
covered under Section 186 of the Act
including purpose thereof form part of the
notes to the financial statements provided in
this Annual Report.

ANNUAL RETURN

In accordance with the provisions of Section
92(3) and 134 (3)(a) of the Act, as the
information provided by the RP has the
uploaded the Annual Return of the Company is
available on the website of the Company.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the
Act read with the Companies (Audit and
Auditors) Rules, 2014, read with Insolvency
and Bankruptcy Code, 2016, RP appointed Mr.
M/s Krishan Rakesh & Co., Chartered
Accountants (Firm Registration No.: 009088N,
Peer Review Certificate No.: 016602) for audit
the financial 2023-24 of the Company and the
Board took note the same, in furtherance of
this Board of Directors of the Company
proposed to appoint M/s Krishan Rakesh &
Co., Chartered Accountants (Firm Registration
No.: 009088N, Peer Review Certificate No.:

016602), be and is hereby appointed as
Statutory Auditor of the Company for a term
of 5 (five) consecutive years from financials
year 2024-2025 till the conclusion of the 38th
Annual General Meeting to be held in the year
2029.

REPORTING OF FRAUD BY
AUDITORS

During the year, under section 143(12) of the
Act, neither the Internal Auditors, Statutory
Auditors nor Secretarial Auditors have
reported to the Audit Committee or the Board
of the Company any fraud by its officers or
employees and therefore no details are
required to be disclosed under Section 134(3)
(ca) of the Act.

COST AUDITORS AND COST AUDIT
REPORT

During the year 2023-24, there is no
requirement to appoint Cost Auditor.

SECRETARIAL AUDITORS

Pursuant to the applicable provisions of the
Act, the RP has appointed M/s Meenu G. and
Associates, Practicing Company Secretaries as
secretarial auditor of the Company of the
Company to conduct the audit of the
secretarial records for the financial year ending
March 31, 2024 and report annexed herewith.

INTERNAL AUDITOR

During the year 2022-23, as the Company
was under CIRP and accordingly no
Internal Auditor was appointed during the
said period.

For upcoming financial years, the Company
is under the process of appointment of
Internal Auditor of the company.

HUMAN RESOURCES

The Management recognises that people are a
key resource and endeavours to enable its
employees to deliver on business requirements
while meeting their personal and professional
aspirations. The Human resources plays a
pivotal role in enabling smooth

implementation of key strategic decisions. The
Management aims at providing an

environment where continuous learning takes
place to meet the changing demands and
priorities of the business including emerging
businesses. Due to the CIRP proceeding, the
Board of the Company has been suspended
and the Hon’ble NCLT appointed RP for
manage the Company, so that the related
provisions was not applicable on the Company
during the year.

CORPORATE GOVERNANCE

A separate report on corporate governance,
along with a certificate from the Practicing
Company Secretary regarding the compliance
of conditions of corporate governance norms
as stipulated under SEBI Listing Regulations
is annexed and forms part of the Annual
Report.

All Board members and Senior Management
Personnel have affirmed in writing their
compliance with and adherence to the code of
conduct adopted by the Company for FY24.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis on
matters related to the business performance as
stipulated in the SEBI Listing Regulations is
given as a separate section in the Annual
Report.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE

EARNINGS/OUTGO

The particulars as prescribed under Sub¬
section (3)(m) of Section 134 of the Act read
with the Companies (Accounts) Rules, 2014
are enclosed as Annexure-A to the Board’s
Report.

PARTICULARS OF EMPLOYEES

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Hon’ble
NCLT appointed RP for manage the Company,
so that the related provisions was not
applicable on the Company during the year.

COMMODITY PRICE RISK OR
FOREIGN EXCHANGE RISK AND
HEDGING ACTIVITIES

Your Company does not have material
exposure of any commodity or foreign
exchange and accordingly, no hedging
activities for the same are carried out.
Therefore, there is no disclosure to offer in
terms of SEBI circular no.
SEBI/HO/CFD/CMD1 /CIR/P/2018/0000000
141 dated 15th November, 2018.

SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL), ACT
2013

Your Company has in place a Prevention of
Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints
Committee has been set up as required under
the Sexual Harassment of Women at
Workplace (Prevention, Prohibition &
Redressal) Act, 2013, inter-alia, to redress
complaints received regarding sexual
harassment. All employees (permanent,
Contractual, temporary, trainees) are covered

under this policy. The Company has not
received any sexual harassment complaints
during the year 2023-24 and hence no
complaint is outstanding as on March 31,
2024.

ISSUE OF COMPULSORY

CONVERTIBLE DEBENTURE

The Board of Directors of the Company
proposed to offer, issue and allot, time to
time in one or more tranches, on a
preferential basis and private placement
basis, up to 5,00,00,000 (Five Crore)
unsecured, unrated and unlisted Compulsory
Convertible Debentures of face value of INR
10/- (INR Ten Rupees) each (“CCDs”) at a
price of INR 10/- per CCD (“CCD Issue
Price”), against dues, aggregating up to INR
50,00,00,000/- (upto Rupees Fifty Crores),
each convertible into, fully paid-up equity
shares of the Company of face value of INR
10/- each at a conversion price of INR 10 /-,
(“Conversion Price”) to Bazel International
Limited (hereinafter referred to as ‘Proposed
Allottee’), after 3 years on such other terms
and conditions as set out herein, subject to
applicable laws and regulations, including
the provisions of Chapter V of the ICDR
Regulations and the Act, as the Board may
determine.

OTHER DISCLOSURES

(i) SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS

As per the requirement of Rule 8(5)(vii) of
The Companies (Accounts) Rules, 2014,¹
we are pleased to report that there were no
significant and material orders passed by
the Regulators, Courts or Tribunals that
would impact the going concern status of S
R Industries Limited and its operations in
future. However, it is noteworthy that the
Company is currently undergoing the

Corporate Insolvency Resolution Process
(CIRP) vide order dated CP(IB) No.
198/Chd/Pb/2019 dated December 21, 2021
was initiated by the Adjudicating Authority
(AA/ Hon'ble NCLT, Chandigarh Bench).
Pursuant to the process of Request for
Resolution Plan (RFRP), Bazel
International Limited emerged as the
Successful Resolution Applicant (SRA),
which was granted the approval of the AA
vide its order dated 01.07.2024.

(ii) TRANSFER OF AMOUNTS TO
INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

No amount/ shares are underlying for
transferring to IEPF.

(iii) DEPOSITS

During the year, the Company has not
accepted any deposits from the public falling
within the purview of Section 73 of the Act,
read with the (Companies Acceptance of
Deposits) Rules, 2015 and as such, no
amount on account of principal or interest
related thereto was outstanding as on date of
the Balance Sheet i.e. March 31, 2024.

(iv) COMPLIANCE WITH
SECRETARIAL STANDARD ON
BOARD AND GENERAL MEETINGS

During the period under review, the
Company has complied to the extent as the
applicable Secretarial Standards as issued
by the Institute of Company Secretaries of
India.

(v) DETAILS OF APPLICATION MADE
OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
DURING THE YEAR

There were no significant and material
orders passed by the Regulators, Courts or
Tribunals which would impact the going
concern status of the Company and its
operations in future. The Company was
under CIRP vide order dated CP(IB) No.
198/Chd/Pb/2019 dated 21.12.2021. The
Request of the Resolution Plan has been
published thrice vide dated 05.12.
2022.eight Expression of Interest have been
received. The last date of receipt of the
Resolution Plans was 24.12.2022.

On 1st July, 2024 Hon’ble NCLT
Chandigarh passed the order and approved
the Resolution plan. The Company is taking
requisite efforts to implement the same.

(vi)DETAILS OF DIFFERENCE
BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS
There are no specific disclosures required
under details of difference between
amount of the valuation done at the time
of one-time settlement and the valuation
done while taking loan from the Banks or
Financial Institutions along with the
reasons thereof.

GENERAL

Your Directors state that no disclosure or
reporting is required in respect of the
following items as there were no transactions
on these items during the year under review:

> Issue of equity shares with differential

rights as to dividend, voting or otherwise.

> Issue of shares (including sweat equity

shares) to employees of the Company
under any scheme.

> Neither Managing Director nor the
Whole-time Directors of the Company

The Ddirectors take this opportunity to
express their deep sense of gratitude to the
Central Government, State Government, Stock
Exchanges and its members, Banks, Financial
Institutions, Shareholders, Lenders,
Depositories, Registrar and Share Transfer
Agents and Business Associates for their
continued support.

Your directors would also like to record its
appreciation for the support and cooperation
your Company has been receiving from its
clients and everyone associated with the
Company.

Your directors place on record their
sincere appreciation to the employees at all
levels for their hard work, dedication and
commitment. The enthusiasm and unstinting
efforts of the employees have enabled the
Company to remain as an industry leader.

And to you, our shareholders, we are
deeply grateful for the confidence and faith
that you have always reposed in us. We look
forward to continued support of all these
partners in future.

For and on behalf of the Board
Sd/-

Pankaj Dawar

Chairman & Managing Director
DIN:06479649
Date: December 06, 2024
Place: New Delhi