high street filatex ltd Directors report

To,

Dear Members,

High Street Filatex Limited

Your Directors have immense pleasure in presenting the 29^th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended on March 31, 2023.

The performance of the Company for the Financial Year ended March 31, 2023 is summarized as below:

Amount in Rupees
Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from operations	-	22,91,298
Less: Total Expenditure	11,28,276	46,90,865
Profit/(Loss) before Tax	11,19,736	1,35,57,380
Tax Expenses	NIL	NIL
Profit/(Loss) after Tax	11,19,736	1,35,57,380

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rule, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

From last few years instead of manufacturing Company traded in socks and all the revenue from operation which is generated in last year is from the same.

During the year under review, total revenue of the Company was NIL as compared to Rs. 22,91,298/- in the previous financial year.

During the year under review Company earned a profit of Rs. 11,19,736, from the operations and other activities etc., and to achieve more positive results the Directors are putting in their best efforts to improve the performance of the Company

The management is trying its best to bring the Company in a better position by next year.

In spite of the above, the Company has not lost it hope to get a financial partner and our assiduous efforts continue for the same. The Company is looking for a strong future ahead and targeting the significant growth in the next year. Its future aim is to improve its financial position.

The paid-up Share Capital of the Company as on March 31, 2023 is mentioned below: Paid up Equity Share Capital : Rs. 6,470,000

Paid up Preference Share Capital : Rs. 13,600,000

Following the conservative approach to retain profits, your directors do not recommend payment of any dividend for the financial year ended on 31st March, 2023.

No amount is proposed to be transferred to general reserves for the financial year ended on March 31, 2023.

During the year under review, there was no associate, Joint Venture and Subsidiary Company.

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://www.highstreetfilatex.in/asp/annual- returns.htm

Board meetings are conducted in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as "the Act") read with Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and Secretarial Standard-1.

The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board meetings are pre-scheduled and a tentative annual calendar of the Board meetings is circulated to the Directors well in advance to facilitate the Directors to plan their schedules and to ensure meaningful participation in the meetings, further notice of each Board Meeting is given well in advance in writing to all the Directors.

The agenda along with relevant notes and other material information are sent in advance separately to each Director. In case of Business exigencies, if any, the Boards approval is taken through circular resolution except in the cases which has been restricted by the act, which is noted and confirmed at the subsequent Board meeting.

The Chief Financial Officer of the Company was invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

• The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company and other business issues.
• The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.
• Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Companys business policy and strength apart from other normal Board business. During the year 2022-23, Four (4) Board Meetings were held, and the intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India. The dates on which the said meetings were held are as follows:

01	Wednesday, May 25, 2022
02	Friday, August 12, 2022
03	Saturday, November 12, 2022
04	Friday, February 10, 2023

During the year under review, the Company has not given any loans or guarantee or provided security in connection with a loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.

All transactions entered into by the Company with Related Parties as defined under the Act and the SEBI Listing Regulations during the financial year 2022-23 were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There are also no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

The Company follows a documented framework for identifying, entering into and monitoring the related party transactions. The policy on dealing with and materiality of Related Party Transactions has been placed on the Companys website and can

be accessed through the following link:

http://www.highstreetfilatex.in/asp/Policy_on_Related_PartyTransaction.pdf

There were no material changes occurred and commitments that took place between the end of the financial year to which the financial statements relate and the date of this Report which can affect the financial position of the Company.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act, Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. Company has a well-established Risk Management framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with Companys commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The detailed risk management policy of Company is available on the following weblink: http://highstreetfilatex.in/asp/Policy_on_Risk_Managment.pdf

An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders value and growth. The Board critically evaluates strategic direction of the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests of the shareholders and society at large. The Board is duly supported by the Whole time Director, Key Managerial Personnel and Senior Management Personnel in ensuring effective functioning of the Company.

1. Directors:

During the year under review,

• Mrs. Aishwarya Sethia (DIN: 02979618), Director & CFO of the Company who retired by rotation in the Annual General Meeting of the Company held on 23^rdSeptember, 2022 being eligible, was re-appointed with the approval of Members.
• In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhagwan Singh (DIN: 02305246), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment to the Members in the ensuing Annual General Meeting.

1. Key Managerial Personnel (KMP):

Mr. Vibhor Kumawat, (M. No. 55710), Company Secretary and Compliance Officer of the company has tendered resignation from the said designation with effect from November 01, 2022. The Board places on record its appreciation for the services rendered by him during his tenure. Further, he ceases to be associated with the company and is relieved from the duties of a Company Secretary and Compliance Officer.

Except aforesaid changes, no other changes took place in the directors and KMP of the company during the year under review. Further, the following changes took place after the closure of financial year and till the date of this report:

Mrs. Mansi Jain (M. No. 55030) who possess requisite qualification as prescribed under the [Appointment and Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of the company with effect from April 01, 2023 fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made there under and as per Regulation 6(1) of Listing Regulations.

• Composition of the Board

The Composition & category of the Directors along with their attendance at Board Meetings, previous AGM & Shareholdings as on March 31, 2023 are given below:-

S. No.	Name of the Director	Designation	No. of Board Meetings		Attendance at Last AGM held on September 23, 2022	No of Shares held	% of holding
			Held during the tenure	Attended
1.	Mr. Bhagwan Singh	Whole Time Director	4	4	YES	6299	0.97
2.	Mrs .Aishwarya Sethia	Director & CFO	4	4	YES	7,497	1.16
3.	Mr. Devendra Kumar Palod	Independent Director	4	4	YES	NIL	NIL
4.	Mr. Raj Deep Ghiya	Independent Director	4	4	YES	NIL	NIL
5.	Mr. Rajneesh Chindalia	Independent Director	4	4	YES	NIL	NIL

The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold office as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more than ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on the website of the Company.

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedule IV and Rules issued thereunder, as well as clause (b) of the sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and in terms of Regulation 25(8) of the SEBI Listing Regulations. The Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The independent directors have also confirmed compliance with the provisions of Rule 6(1)&(2) of Companies (Appointment

and Qualification of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, the particulars of the borrowings by the Company from its directors are provided in the financial statements. (Please refer to Note. 9 in the Financial Statements).

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during the financial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules 2014, are given to the extent applicable in "Annexure- 1" forming part of this report.

Pursuant to the provisions of Section 139 of the Act M/s R Sogani & Associates, Chartered Accountants, Jaipur (FRN: 018755C ) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting to be held in calendar year 2024.

Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has received certificate from the Auditors to the effect that they are not disqualified under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct. As required under Regulation 33 of the SEBI Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly received the Statutory Auditors Report on the financial Statements of the Company for the financial year ended March 31, 2023. The Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the observations made by the Auditors are self-explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.

The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2022-23.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on 31st March, 2023 is given in "Annexure-2" to this Report and carries the following qualifications:

1. The Compliance Certificate pursuant to Regulation 7(3) of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 submitted by the Company to BSE on April 12, 2022 is signed by the Chairman and Whole Time Director of the Company instead of the Compliance Officer of the Company as prescribed under the said regulation;
2. The Company has filed the SDD Compliance Certificate with BSE Limited for the quarter ended September, 2022 after the due date specified in BSE Circular No. 20221028-15 dated October 28, 2022;

Management Response:

1. The Compliance Certificate signed by the Chairman and Whole Time Director of the Company has been done inadvertently and will be taken due care in future.
2. Due to resignation tendered by the Company Secretary and Compliance officer of the company w.e.f. 01.11.2022, there has been delay in filing the SDD Compliance Certificate with BSE Limited for the quarter ended September 2022 and the same has been filed after the due date.

Further, the Company has received consent and certificate of eligibility from M/s V. M. & Associates, Company Secretaries, Jaipur to act as Secretarial Auditors for the F.Y. 2023-24. The Board in its meeting held on 04^th August, 2023 has re- appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2023-24.

During the financial year 2022-23, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

As per the requirements of the Act, Company had appointed CA Padmini Palod Membership No. 074922 as the Internal Auditor of the Company for the financial Year 2022-23 for conducting Internal Audit.

In compliance with the aforesaid requirements, the board has re-appointed CA Padmini Palod as internal auditor to conduct the Internal Audit of the Company for the Financial Year 2023-24.

During the financial year 2022-23, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing Regulations, Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year are not required to comply with the provisions of Regulation 27 of the SEBI Listing Regulations.

As per the Audited Financial Statements of the Company the paid-up Equity Share and Net worth does not exceed the limit as mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.

However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Companys business forms an integral part of this Report as "Annexure-3".

None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Act read with rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended)during the year under review.

Information as required by the provisions of Section 197 of the Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is given under:

Name	Bhagwan Singh	Vibhor Kumawat
Age	41	31
Designation of the Employee	Whole-Time Director	Company Secretary and Compliance Officer
Qualification	B.A.	CS, and B.Com.
Remuneration received for the year	Rs. 120,000/-	Rs. 3,30,424/-
Date Of Commencement of Employment in the Company	September 10, 2013	June 01, 2021
Experience	8 years	4 years
Nature of Employment whether contractual or otherwise	Contractual	Other
Percentage of the Shareholding held in the Company by the employee along with the spouse and dependent children	6299 Shares (0.97 %)	NIL
Name of Director/Manager of whom such employee is a relative	NIL	NIL
Last Employment	HR at High Street Fashions Limited	Company Secretary at High Street Fashions Private Limited

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as "Annexure-4".

During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing Regulations and other applicable regulations.

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of High Street Filatex Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and includes formal evaluation framework of the Board. The companys Nomination & Remuneration policy includes directors appointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director. Also, during the year, the Nomination and Remuneration Policy of the Company was amended by the Board of Directors.

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

Part A covers the matters to be dealt with, perused and recommended by the Committee to the Board:

Part B covers the appointment including re-appointment and removal of Director, KMP and senior management: and Part C covers remuneration and perquisites, etc.

The policy is also available on the website of Company at http://www.highstreetfilatex.in/asp/nomination-and-remuneration- policy.pdf.

The evaluation / assessment of the Board, its Committee and Individual Directors of the Company are to be conducted on an annual basis to satisfy the requirements of the Companies Act, 2013 and Listing Regulations.

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by SEBI. The said evaluation is carried out on the basis of the below parameters:

• Evaluation of the Board was based on criteria such as Structure of the Board, Meetings of the Board, functions of the Board, Board and Management, Professional Management.

• Evaluation of Directors was based on criteria such as qualification, experience, knowledge and competency, fulfillment of functions, ability to function as team, initiatives, availability and attendance, commitment, contribution and integrity and

independence and independent views and judgment in case of independent director.

• Evaluation of performance for Chairman was based on criteria such qualification, experience, knowledge and competency, fulfillment of functions, ability to function as team, initiatives, availability and attendance, commitment, contribution and integrity, effectiveness of leadership and ability to steer the meetings, impartiality and ability to keep shareholders interest in mind.

• Performance evaluation of Committees include its mandate and composition and their effectiveness, structure of the committee and meetings, independence of the committee from the board, Contribution to the decision of board.

Performance evaluation of every Director was done by the Nomination and Remuneration Committee and the performance evaluation of the Chairman and the Non-Independent Directors were carried out by the by the Independent Directors.

The outcomes of the Board evaluation for financial year 2022-23 was discussed by the Nomination and Remuneration committee and the Board in their respective meetings. The Board has received consistent rating on its overall effectiveness and has been rated comparatively higher this year for composition of Directors and their skills, attributes and experience. The Board has also noted areas requiring more focus in the future.

Under the aegis of Board of Directors, several committees have been constituted and delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their guidance. These Board committees play an important role in overall management of day-to-day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board to take note.

Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:

1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee These are briefly enumerated as under:

1. Audit Committee:

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

a.) Composition:

The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. Mr. Raj Deep Ghiya, Independent Director is the Chairman of the Committee. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the Boards overall responsibilities.

The constitution of the Audit Committee is as under:

Name of Members	Designation
Mr. Raj Deep Ghiya	Chairman& Member (Independent Director)
Mr. Devendra Kumar Palod	Member (Independent Director)
Mr. Rajneesh Chindalia	Member (Independent Director)

b.) Extract of Terms of Reference-

The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per the SEBI Listing Regulations are as follows:

1. the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
2. review and monitor the auditors independence and performance, and effectiveness of audit process;
3. examination of the financial statement and the auditors report thereon;
4. approval or any subsequent modification of transactions of the Company with related party;
5. scrutiny of inter-corporate loans and investments;
6. valuation of undertakings or assets of the Company, wherever it is necessary;
7. evaluation of internal financial controls and risk management systems;
8. monitoring the end use of funds raised through public offers and related matters
9. review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon;
10. reviewing the statements of significant related party transactions submitted by the management.
11. review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same.
12. review and approve policy on materiality of related party transactions and also dealing with related party transactions.

c.) Audit Committee Meetings and Attendance-

During the Financial Year 2022-23, 4(four) meetings of the Audit Committee were held. The necessary quorum was present in all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company. The dates of the meetings are:

01	Wednesday, May 25, 2022
02	Friday, August 12, 2022
03	Saturday, November 12, 2022
04	Friday, February 10, 2023

The table below provides the attendance of the Audit Committee members:

Name	Position	Category	No. of Audit Committee Meeting during the year
			Held	Attended
Mr. Raj Deep Ghiya	Chairman& Member	Non Executive (Independent Director)	4	4
Mr.Devendra Kumar Palod	Member	Non Executive (Independent Director)	4	4
Mr. Rajneesh Chindalia	Member	Non Executive (Independent Director)	4	4

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committees meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.

2. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual Report, non-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

a.) Composition:

Constitution of the Committee is as under:

Name	Designation
Mr.Devendra Kumar Palod	Chairman & Member (Independent Director)
Mr. Rajneesh Chindalia	Member (Independent Director)
Mr. Raj Deep Ghiya	Member (Independent Director)

b.) Terms of reference of the Stakeholders Relationship Committee are broadly as under-

The Stakeholders Relationship Committee specifically looks into various issues of the Shareholders such as:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

c.) Stakeholders Relationship Committee Meetings and attendance

During the year 2022-23, 01 (one) meeting of the committee was held on Wednesday, July 06, 2022.

The table below provides the attendance of the Stakeholders Relationship Committee members:

Name	Position	Category	No. of Stakeholder Relationship Committee Meeting during the year
			Held	Attended
Mr.Devendra Kumar Palod	Chairman& Member	Non Executive (Independent Director)	1	1
Mr. Raj Deep Ghiya	Member	Non Executive (Independent Director)	1	1
Mr. Rajneesh Chindalia	Member	Non Executive (Independent Director)	1	1

d.) Details of Complaints:

• No. of Complaints received and solved during the year- Q1- Nil, Q2- Nil, Q3- Nil, Q4- Nil
• No pending complaints were there as on March 31, 2023.

Company Secretary of the Company acts as the Secretary of the Committee.

1. Nomination and Remuneration Committee-

The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior Employees.

• Composition:-

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

As per the provisions of the SEBI Listing Regulations, the Nomination and Remuneration Committee (the "Committee") has laid down the evaluation criteria for performance evaluation of Independent Directors and the Board. The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the Boards Report.

• Extract of Terms of Reference-

The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following-

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and

recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. devising a policy on diversity of board of directors;
4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
6. recommend to the board, all remuneration, in whatever form, payable to senior management.
• Nomination and Remuneration Committee Meetings and attendance - During the Financial Year 2022-23, 03 (three)meetings were held:-

01	Wednesday, May 25, 2022
02	Friday, August 12, 2022
03	Saturday, November 12, 2022

The table below provides the attendance of the Nomination and Remuneration Committee members:

Name	Position	Category	No. of Nomination & Remuneration Committee Meeting during the year		No. of Shares Held
			Held	Attended
Mr. Rajneesh Chindalia	Chairman & Member	Non Executive (Independent Director)	2	2	NIL
Mr. Raj Deep Ghiya	Member	Non Executive (Independent Director)	2	2	NIL
Mr.Devendra Kumar Palod	Member	Non Executive (Independent Director)	2	2	NIL

The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employees are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the mechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on the following web link:

http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.

The Companys internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company has adopted a Code of Conduct for all the employees including the members of the Board and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance with the said code of conduct for the financial year 2022-23.

The Code has been posted on the website (www.highstreetfilatex.in) of the Company. The Code can be accessed through the following link :http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.

The Companys Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.

The Company conducts sessions for employees across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the Financial Year 2022-23, no complaint of sexual harassment were received by the Company details/particulars for the same are as follows:

Particulars	No. of Complaints
No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the Year	0
No. of Complaints Pending at the End of the Year	0

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

Pursuant to the requirement under section 134(5) of the Act with respect to Directors Responsibility Statement, your directors confirm that:

1. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and that no material departures have been made from the same;
2. 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 profits of the Company for that period;
3. 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;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Other disclosures with respect to Boards Report as required under the Act, Rules notified thereunder and Listing Regulations

are either NIL or Not Applicable.

The Board of Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its Brand within the sector.

The Board places on record its appreciation for the support and co-operation to Company has been receiving from its suppliers, distributors, retailers and others associated with it as its trading partners. Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board of Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors For High Street Filatex Limited

Sd/- Sd/-

Bhagwan Singh Aishwarya Sethia

Whole Time Director Director & CFO

DIN: 02305246 DIN: 0297618

Date: August 04,2023 Registered Office: B-17, IInd Floor , Place: Jaipur 22 Godam Industrial Area

Jaipur -302006(Rajasthan)