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Fabino Enterprises Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5.45 Cr. P/BV 1.31 Book Value (Rs.) 19.87
52 Week High/Low (Rs.) 36/23 FV/ML 10/3000 P/E(X) 152.65
Bookclosure 15/09/2024 EPS (Rs.) 0.17 Div Yield (%) 0.00
Year End :2024-03 

Your Directors take pleasure in presenting their Thirteenth Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31st March. 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2024 and the previous financial
year ended March 31, 2023 is given below:

Particulars

Consolidated

Standalone

31-Mar-24

31-Mar-23

31-Mar-24

31-Mar-23

Total Income

2109.33

338.26

608.41

338.26

Less: Expenditure

2099.99

333.88

599.43

333.88

Profit before Depreciation

9.34

4.38

8.98

4.38

Less: Depreciation

4.38

3.17

2.60

3.17

Profit before Tax

4.96

1.21

6.38

1.21

Provision for Taxation

1.38

0.13

1.62

0.13

Profit after Tax

3.58

1.08

4.76

1.08

Other Comprehensive Income

-

-

Total Comprehensive Income

3.58

1.08

4.76

1.08

Earnings Per Share (FV of Rs.10/- per share)

(1) Basic

0.17

0.05

0.23

0.05

(2) Diluted

0.17

0.05

0.23

0.05

2. REVIEW OF OPERATIONS
Standalone

The Total Income of the Company stood at Rs. 608.41 lakhs for the year ended March 31, 2024 as against Rs. 338.26 lakhs in
the previous year. The Company made a net profit (after tax) of Rs 4.76 lakhs for the year ended March 31, 2024 as compared
to the Rs 1.08 lakhs in the previous year.

Consolidated

The Consolidated Total Income of the Company stood at Rs. 2109.33 lakhs for the year ended March 31, 2024 as
against Rs. 338.26 lakhs in the previous year. Consolidated net profit (after tax) of Rs 3.58 lakhs for the year ended
March 31, 2024 as compared to the Rs 1.08 lakhs in the previous year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of
Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 (.It OF THE COMPANIES ACT. 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review lias been formulated taking into consideration of growth of the
company and to conserve resources, the Directors do not recoimnend any dividend for year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that
are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the
Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/-
The Paid up capital of the Company is Rs. 2,10,00,000/- divided into 21,00,000 Equity shares of Rs. 10/- Company
has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The details pertaining to overview of the industry, important changes in the industry, external enviromnent and
outlook along with other information as required are given in the Management Discussion and Analysis Report,
which forms part of this Annual Report.

9. CHANGE IN NATURE OF BUSINESS. IF ANY

There have been changes in nature of business of the Company due to change in main object during the FY under review

as mentioned below:

1. To prepare, marker, trade, import, export, improve, process, sell and carry on the business of canners, preservers,
growers of fresh and/or preservable products of vegetables, fruits, herbs, flowers, drinks, fluids and other and generally
to carry on the manufacturing of juices, powder (edible) drinks, beverages, pickles, masalas, mixtures, vinegars,
ketchups, gelatins, essences, table delicacies and other eatables.

2. To manufacture, market, trade, import, export, improve, sell, food products which inter alia include but is not limited to
pickles, spices made of chilies, pepper, cloves, turmeric, vegetables, herbs and other food items derived from
agricultural or fanning activities.

3. To carry on in India and elsewhere all kinds of agriculture, horticulture and other allied activities and also to establish,
develop, promote and aid in India and elsewhere business and industries connected with agriculture and horticulture
and other allied activities.

Clause III (B):

13.To carry on the business of manufacturing, producing, processing, formulating, packaging, marketing, distributing,
importing, exporting, buying, selling, and dealing in pharmaceutical products, veterinary medicines, agricultural
chemicals, fertilizers, pesticides, herbicides, plant growth regulators, animal health products, biotechnological
products. Genetically Modified Organisms (GMOs), agricultural supplements, and other related substances, including
but not limited to drags, medicines, vaccines, immunobiological, diagnostic substances, pharmaceutical preparations,
formulations, feed additives, nutritional supplements, and any other products or compounds used in the prevention,
treatment, or management of diseases, pests, or disorders in humans, animals, or plants, and to engage in research,
development, innovation, and technological advancements in pharmaceuticals and agrochemicals, and to provide
consultancy, advisory, and technical services in relation to pharmaceuticals and agro business.

Pursuant to change in objects of the company, the name of the company lias been changed to Fabino Enterprises Limited

from Fabino Life Sciences Limited.

10. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as
intimationby directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of
Conduct of the Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed
to the Board"s Report as
“Annexure III”

11. SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY

The Company lias Upender Metaplast Private Limited as its Subsidiary. Further the Company doesn’t have any Joint Venture
or Associate Company.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which
have occurred between the end of the FY and the date of this Report.

13. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2024 is available on the website of the Company at
www.fabinolife.com.

14. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 31, 2024.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured
orientation programme. Presentations are made by Senior Management giving an overview of the operations, to
familiarise the new Directors with the Company's business operations. The Directors are given an orientation on the
products of the business, group structure and subsidiaries. Board constitution and procedures, matters reserved for the
Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

Name of the
Director

Date of Change

Reason for Change

Mr. Atul Kumar Jain

December 26, 2023

Cessation as Managing Director

Mr. Aditya Mahavir
Jain

December 26, 2023

Re-designated as Managing Director

Mr. Satender Kumar

December 26, 2023

Appointed as Additional Executive Director

ii. Change in Key Managerial Personnel

Name

Designation

Date of Appointment /
Change in Designation

Reason

Mr. Aslam
Mohammad

Company Secretary & Compliance Officer

April 25, 2023

Resignation

Kanclii Gehlot

Company Secretary & Compliance Officer

May 02, 2023

Appointment

Aditya Mahavir Jain

Managing Director

December 26, 2023

Appointment

iii. Change in composition of Committees of Board of Directors

Sr.

No.

Date

Committee

Director Name

1.

December 26, 2023

Audit Committee

Mrs. Tesu Alakh (Chairman)

Mr. Gagan Gupta (Member)

Mr. Atul Kumar Jain (Member)
(Upto December 26, 2023)

Mr. Satender Kumar Jain (Member)
(With effect from December 26, 2023)

2.

November 13, 2021

Nomination and Remuneration Committee

Mrs. Tesu Alakh (Chairman)

Mr. Gagan Gupta (Member)

Mr. Arihant Jain (Member)

3.

December 26, 2023

Stakeholder Relationship Committee

Mr. Arihant Jain(Chairman)

Mr. Gagan Gupta (Member)

Mr. Atul Kumar Jain (Member)
(Upto December 26, 2023)

Mr. Satender Kumar Jain (Member)
(With effect from December 26, 2023)

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Sumit Malik, Non-Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Sumit Malik, the nature of his expertise in specific functional areas, names of the companies
in which he lias held directorships, his shareholding etc. are furnished in the
Annexure - A to the notice of the
ensuing AGM.

v. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations
16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been
no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 28th March, 2024, without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

17. BOARD MEETINGS:

The Company held six meetings of its Board of Directors during the year on

(1) 02nd May, 2023 (2) 30th May, 2023 (3)18th August, 2023 (4)13* November, 2023 (5)26* December, 2023

(6) 27thFebniary, 2024.

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mrs.
Tesu Alakh. During the year the committee met Three times with full attendance of all the members. The composition

of the Audit Committee as at March 31, 2024 along with changes during the year and details of the Members
participation at the Meetings of the Committee are as under:

Name of
the

Directors

Nature of
Directorship

Designation

in

Committee

Attendance at the Audit CommitteeMeeting held on

30.05.2023

18.08.2023

13.11.2023

Tesu Alakh

Non -
Executive
Independent
Director

Chairman

Yes

Yes

Yes

Gagan Gupta

Non - Executive
Independent
Director

Member

Yes

Yes

Yes

Atul Kumar
Jain **

Managing

Director

Member

Yes

Yes

Yes

Satender
Kumar Jain*

Executive

Director

Member

Na

Na

NA

• Appointed as Member w.e.f 26* December 2023.

** Resigned as Member w.e.f 26thDecember 2023.

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company‘s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor‘s Limited
Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission
to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and
reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors
in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company‘s
accounting principles with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and
possess sound knowledge of finance, accounting practices and internal controls.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working
under Chairmanship of Mrs. Tesu Alakh During the year, the committee met two time with full attendance of all the
members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the
Members participation at the Meetings of the Committee are as under

Name of the
Directors

Nature of
Directorship

Designation in
Committee

Attendance at the
Nomination and
Remuneration
Committee Meeting
held on 30.05.2023

Attendance at the
Nomination and
Remuneration
Committee Meeting
held on 26.12.2023

Tesu Alakh

Non - Executive
Independent
Director

Chairman

Yes

Yes

Gagan Gupta

Non - Executive
Independent
Director

Member

Yes

Yes

Arihant Jain

Non - Executive
Director

Member

Yes

Yes

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid
down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management
positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial
Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria
as approved by the Board.

The Company has fonnulated a Remuneration Policy which is annexed to the Board‘s Report in —Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under
Chairmanship of Mr. Arihant Jain. The Committee is governed by a Charter, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full
attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024
along with changes and details of the Members participation at the Meetings of the Committee are as under:

Name of
the

Directors

Nature of Directorship

Designation in
Committee

Attendance at the Stakeholders
Relationship Committee
Meeting held on 30.05.2023

Arihant Jain

Non-Executive Director

Chairman

Yes

Atul Kumar Jain**

Chairman and Managing
Director

Member

Yes

Gagan Gupta

Non - Executive Independent
Director

Member

Yes

Satender Kumar Jain*

Executive Director

Member

Na

*Appointed as Member w.e.f 26th December 2023.

** Resigned as Member w.e.f 26th December 2023.

The tenns of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from
time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or
destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /
certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company,
subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees1 Stock Option Scheme(s), if any, and to
allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental
or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to
attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend /
interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had

no share transfers pending as on March 31, 2024

Ms. Kanclii Gehlot, Company Secretary of the Company is the Compliance Officer.

19. BOARD”S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors.
The entire Board carried out performance evaluation of each Independent Director excluding the Independent
Director being evaluated.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of
evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information,
Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation
parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on
Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and
Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman
of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed
there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

21. AUDITORS:

i. Statutory Auditors:

The Board has appointed M/s. D G M S & Co., Chartered Accountants as the statutory auditors of the Company
for tenn of five consecutive years, from the conclusion of 11* Annual General Meeting till the conclusion of the
16th Annual General Meeting to be held in the year 2026, as approved by shareholders of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company lias appointed JNG & CO., a finn of
Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y.
2023-25 . The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as
“Annexure II”.

iii. Cost Auditor:

The company does not fall within the provisions of Section 148 of Company‘s Act, 2013 read with the
Companies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.

iv. Internal Auditor:

The Board lias appointed M/s. B B Gusani and Associates, Chartered Accountant, as the Internal Auditor of the
Company for the FY 2023-2025.

22. AUDITOR’S REPORT:

The Auditors Report and Secretarial Auditors Report does not contain any qualification, reservations or adverse
remarks. Report of the Secretarial Auditor is given as an Annexure which fonns part of this report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors
and Employees to report genuine concerns lias been established. The Vigil Mechanism Policy has been uploaded on
the website of the Company at
https://www.fabinolife.coni/

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. B B Gusani
And Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and
functioning of the activities and recoimnend ways of improvement. The Internal Audit is carried out on half yearly
basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and
direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observation lias been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the board is of the
opinion that the Company‘s internal financial controls were adequate and effective during the financial year 2023-24.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company lias been on a continuous basis reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. Your Company also takes all efforts to train its
employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Fabino Enterprises Limited is listed on the SME Platform of the BSE Limited. It lias paid the Annual Listing Feesfor
the year 2023-24 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the
Board of Directors and General Meetings respectively.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year was Rs. 1,32,000

b) Percentage increase/(decrease) in the median remuneration of employees in the financial year 2023-24: -
$.33%)

c) Number of permanent employees on the rolls of the Company as on March 31, 2023:11 (Eleven)

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are
available on its website
https://www.fabinolife.com/

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not
energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider
on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import
substitution
- Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)
- Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

31. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial
statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were
in the ordinary course of business and on an amTs length basis. Thus Disclosure in fonn AOC-2 is not required.
Further, during the year, the Company had not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the policy of the Company on materiality of related
party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The
details of the related party transactions as required under Accounting Standard (AS) are set out in Note to the
financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has fonnulated and adopted the revised —Code of Conduct for
Prevention of Insider Trading! (—the Insider Trading Code!). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be
listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information (—the Code!) in line with the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2018. The Code is available on the Company‘s website
https://www.fabinolife.com/

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course
of business and on an amTs length pricing basis and do not attract the provisions of Section 188 of the Act. There
were no materially significant transactions with the related parties during the FY which were in conflict with the
interest of the Company

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company‘s operations in future.

37. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and and Internal Complaints
Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a
mechanism of lodging & redresses the complaints. All employees (pennanent, contractual, temporary, trainees, etc.)
are covered under this policy. Policy is available on website of company at
www.fabinolife.com

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work
place (Prevention, Prohibition &Redressal) Act, 2013 read with Rules there under, the Company lias not received any
complaint of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With
regular communication and sustained efforts it is ensuring that employees are aligned on coimnon objectives and
have the right information on business evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which
have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platfonn of BSE, the Company is
exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements
like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

41. DIRECTORS” RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there
are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period.

iii. They have 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.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the board is of the

opinion that the Company‘s internal financial controls were adequate and effective during the financial year 2023-24.

42. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as
explained in the Corporate Governance Report, describing the Company‘s objectives, projections, estimates and
expectations may constitute =forward looking statements1 within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied in the statement depending on the
circumstances.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the
Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the
Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directors

Jeevan Vihar Extension Near, FOR FABINO ENTERPRISES LTD

Shubham Garden, Murthal Road, (Formerly known as Fabino Life Sciences Ltd.)

Sonipat, Haryana-131001.

Tel: 9883900021
CIN: L24100HR2011PLC114093
Website: http://www.fabinolife.com
Email: info@fabinolife.com

Otl/-

Ms. Kanchi Gehlot
Company Secretary
Date: 13th August 2024


 
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