shree metalloys ltd Directors report

Dear Members,

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

I. FINANCIAL RESUL TS:

The financial performance of the Company for the year ended 31^st March, 2023 is summarized below:

	(Amount in Thousand)
FINANCIAL RESULTS	F.Y 2022-23	F.Y 2021-22
Total Revenue from Operations (Net)	9,14,202	4,88,339
Other Income	724	280
Total Expenditure (Excluding Depreciation)	904414	482437
Gross Profit/(Loss)	10512	6182
Less:
Depreciation	2247	2257
Provision for Taxation
Earlier years Tax
Deferred Tax liabilities	(238.45)	(229.72)
Current Tax	2297	1210
Short/(Excess) Provision written back	8.45	185.28
MAT Credit	-	122.34
Profit/ (Loss) after Tax (PAT)	6200.88	2637.34
Other Comprehensive Income	(250.47)	57.99
Total Comprehensive Income	5950.61	2695.33

II. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

The overall Revenue of the Company for the Current Financial year 2022-23 has increased to Rs. 91,42,02,770/- as compared to Rs. 48,83,39,880/- in the Previous Financial year 2021-22. The Companys PAT as on 31^stMarch 2023 is recorded at Rupees 62,00,880/- as against 26,37,370/- Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

III. AMOUNT TRANSFERRED TO RESER VE:

During the year under review, the Company has not transferred any amount to reserves.

IV. DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

V. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCA TION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

VI. CHANGES IN SHARE CAPITAL:

At present, the paid up Equity Share Capital of the Company is Rs. 5,25,63,000/- (Five Crore Twenty Five Lakh and Sixty Three Thousand rupees only).

The company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company; under any scheme. Your Company does not have any ESOP scheme for its employees/Directors.

VII. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

VIII. CHANGE IN THE NA TUBE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

IX. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has entered into any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- "A".

X. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013during the financial period under review. The details of the investments made by company are given in the notes to the financial statements.

XI. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

XII. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No orders have been passed by any Regulator or Court or Tribunal, impacting on the going concern status and the Companys operations in future.

XIII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIA TE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

XIV. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

In Pursuant to Section 134(5](e) of the Companies Act, 2013 the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XV. PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER ULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014):

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-"B". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XVI. ANNUAL RETURN:

The Annual Return of the Company as on 31^stMarch, 2023 is available on the website of the Company at http: //shreemetallovs.com/annual-reports/

XVII. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i) CONSERVATION OF ENERGY:

• The steps taken or impact on conservation of energy: As the Company does not have heavy plant and machineries, which could have consume more electricity, therefore, the Company has not taken any steps towards conservation of energy.

• The steps taken by the Company for utilizing alternate sources of energy: The Company has not taken any steps to use alternate sources of energy.

• The Capital investment on energy conservation equipments: Nil

ii) TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: No

• The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

• In case of imported technology (imported during the last three years reckoned from the beginning of the financial year]- Not Applicable

- the details oftechnology imported

- the year of import;

- whether the technology been fully absorbed;

- if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

• The expenditure incurred on Research and development (R& D): NIL

iii) FOREIGN EXCHANGE EARNINGS & OUT GO:

• Foreign Exchange Earning: NIL

• Foreign Exchange Outgo :

- CIF Value of Import : NIL

- Expenditure in Foreign Currency : NIL

XVIII. AUDITORS:

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors

M/s. TALATI & TALATI LLP are the Statutory Auditors of the Company who were appointed at the 28^rd Annual General Meeting held on 30^th August, 2022 to hold office until the conclusion of 33^rd Annual General Meeting of the Company to be held in the year 2027.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting. There are no qualifications, reservations or adverse remarks made by M/s Talati &Talati, Chartered Accountants, the Statutory Auditors of the Company, in their report.

B. Secretarial Auditors

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Nikhil Suchak & Associates, Practising Company Secretaries had been appointed as Secretarial Auditor of the Company for the financial year 2022-23.

Secretarial Audit Report issued by M/s Nikhil Suchak & Associates, Practising Company Secretaries in Form MR-3 attached and marked as Annexure-"C", for the period under review forms part of this report.

C. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as the cost audit is not applicable to the Company.

XIX. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board:

Name of Director	Designation	Category
Mr. Pratik R. Kabra	Chairman & Managing	Promoter Executive Director
(DIN:00006358)	Director
Mr. Tagaram L Chowdhary	Director	Independent Director
(DIN:00483173)
Mr. Govindlal M. Dudani	Director	Non-executive Director
(DIN:07775287)
Mrs. Leena Vijayan	Director	Woman Independent Director
Mr. Radhehsyam L. Kabra	Director	Non-executive Director
(W.e.f-30.06.2022)

b) Retire by Rotation and subsequent re- appointment:

Mr. Radhehsyam L. Kabra (DIN: 07775287), is liable to retire by rotation at the ensuing AGM in accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment.

Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The Board recommends his re-appointment.

c) Director Appointment/Cessations:

Appointment/Change in Designation

Mr. Radhehsyam Laluram Kabra was appointed as a Non-executive director w.e.f 30/06/2022.

d) Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Company pursuantto Section 2(51) and Section 203 of the Companies Act, 2013 read with the Rules framed there under:

1. Mr. Pratik R. Kabra - Managing Director (DIN: 00006358)

2. Mr. Nimish H. Bavishi - Chief Financial Officer (Upto 30.06.2022)

3. Mr. Radhehsyam L. Kabra - Chief Financial Officer (W.e.f 30.06.2022)

4. Mr. Sonali Panchal - Company Secretary & Compliance Officer (Upto 30.06.2022)

5. Mr. Hinil Patel - Company Secretary & Compliance Officer (From 30.06.2022 to 26.12.2022)

e) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 as provided under Schedule IV(Code of independent director) of the Act and the Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, made there under, the Independent Directors held their meeting to evaluate the performance of the Non Independent Directors and the Board as a whole. Each Board members contribution, their participation was evaluated and the domain knowledge they brought. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which various documents are prepared and furnished by the Board.

Subsequently the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties &obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

XX. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) the Board of Directors of your company states its responsibility Statement:

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31^st March, 2023 and of the profit or loss of the Company for the year ended 31^st March, 2023.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 (including any statutory modification^) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

XXI. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND DATES:

The Company had conduct 7 (SEVEN) Board meetings during the financial year 2022-23 under review on: 28/04/2022, 30/05/2022, 30/06/2022, 08/08/2022, 12/08/2022, 12/11/2022, 11/02/2023.

The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director(s)	Number of Board Meetings held and attended during the year		Attended Last AGM
	Held during the tenure	Attended
Mr. Pratik R. Kabra	7	7	Yes
Mr. Govindlal M. Dudani	7	7	Yes
Mr. TAGARAM L. CHOWDHARY	7	7	Yes
Mrs. Leena Vijayan	7	7	Yes

XXII. COMMITTEES OF THE BOARD:

The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.

A) AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

• Composition of the Committee:

Name of Directors	Category	Designation	Number of Meeting entitled to attend	Number of Meeting Attended
Mr. Govindlal M. Dudani	Non-executive	Member	4	4
Mr. Tagaram L Chowdhary	Independent	Member	4	4
Mrs. Leena Vijayan	Women Independent Director	Chairman	4	4

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further duringthe period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the Year, 4(Four) meetings of the Committee were held on 30/05/2022, 12/08/2022,12/11/2022 and 11/02/2023.

• Vigil Mechanism/Whistle Blower Policy:

Your Company is committed to highest standards of ethical, moral and legal business conduct of business operations. Accordingly the Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No person has been denied access to the chairman of the Audit Committee.

During the financial year 2022-23, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2022- 23 of any sort from any directors and employee of your company. Whistle Blower Policy is disclosed on the website of the Company www.shreemetalloys.com.

B) NOMINATION AND REMUNERATION COMMITTEE:

• Composition of the Committee:

Name of Directors	Category	Designation	Number of Meeting entitle to attend	Number of Meeting Attended
Mrs. Leena Vijayan	Non-executive & Independent	Member	1	1
Mr. Govindlal M. Dudani	Non-executive	Member	1	1
Mr. Tagaram L Chowdhary	Independent	Chairman	1	1

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is furnished in Annexure- "D" and is attached to this report.

• Meeting:

During the Year, 2 (Two) meeting of the committee was held on 30/06/2022 and 26/12/2022.

C) STAKEHOLDERS REI.A TIONSHIP COMMITTEE-.

During the period under review, pursuant to Section 178(5) of the Companies Act, 2013 Regulation 20 of the Listing (Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Board of Directors of the Company constituted the Stakeholders Relationship Committee.

• Composition of the Committee:

Name of Directors	Category	Designation	Number of Meeting entitled to attend	Number of Meeting Attended
Mrs. Leena Vijayan	Non-executive & Independent	Chairman	1	1
Mr. Govindlal M. Dudani	Non-executive	Chairman	1	1
Mr. TAGARAM LUMBHARAM CHOWDHARY	Non-executive & Independent	Member	1	1

• Details of Investors grievances/ Complaints

No. of investors complaints received by the RTA/ Company during the year: Nil

No. of complaints not solved to the satisfaction of shareholders/Investors during the year: Nil

No. of complaints pending as at the end of the current financial year 31^STMarch, 2023: Nil

• Compliance Officer

The Compliance officer of the Company is Mr. Hinil Patel (From 30.06.2022 to 28.12.2022).

I. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an Annexure-E to this report.

XXIII. CORPORA TE SOCIAL RESPONSIBILITYINITIA TIVES:

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore, the company has nor constituted and developed CSR committee neither taken any steps towards Corporate Social Responsibility.

XXIV. STA TEMENT REGARDING DEVELOPMENT AND IMPLEMENT A TION OF RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

XXV. INTERNAL COMPLAINTS COMMITTEE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy. No Complaints were received during the year under review.

XXVI. CORPOTRATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 2 5 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXVII. GENERAL SHAREHOLDERS INFORMA TION:

• Annual general meeting:

Day and Date	Time	Venue
Saturday, 30th September, 2023	04.00 p.m.	Video Conferencing or other Audio Visual means

• Financial Calendar for 2023-2024 (tentative schedule, subject to change]

The Company expects to announce the unaudited/audited quarterly results for the year 202324 as per the following schedule:

Period	Approval of Quarterly results
Quarter ending 30th June, 2023	By 2nd Week of August 202 3
Quarter and half year ending 30th September, 2023	By 2nd Week of November, 202 3
Quarter ending 31st December, 2023	By 2nd Week of February, 2023
The year ending 31st March, 2024	By end of May, 2024

• Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE], The company has paid its Annual Listing fees to the Stock Exchange for the year 2022-23; further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

• THF, DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THF. INSnEVENEYANn BANKRUPTCY CODE. 2016

During the financial year ended on March 31, 2023, There is no application made or any proceeding pending under the INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016) against the company.

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

Not applicable during the year under review.

• SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS -1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and place on record their appreciation for the support extended by Bankers and Office bearers of Government Department and Financial Institutions. Your Directors thank all, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company. Your Directors also acknowledge the continued invaluable support extended by you our shareholders and the confidence that you have placed in the company.

Regd. Office:	By Order of the Board
103, SUN Square,	For, Shree Metalloys Limited
Nr. Klassic Gold Hotel,
Off. C.G.Road,
Navrangpura,
Ahmedabad -380009	Sd/-
	Pratik R. Kabra
Date: 08th September, 2023	Chairman & Managing Director
Place: Ahmedabad	DIN: (00006358)