Shangar Decor Ltd Directors Report.

To,

The Members

Your Directors are pleased to present the 26th Annual Report on the Business and Operations of the Company along with the Audited Annual Financial Statements for the Financial Year ended on 31st March, 2021.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31st March, 2021 and for the previous Financial Year ended on 31st March, 2020 is given below:

(Rs. in Lakhs)
Particulars 2020-21 2019-20
Revenue from Operations 344.39 693.54
Other Income 0.17 8.17
Total Revenue 344.56 701.71
Total Expenses 313.32 662.41
Profit/Loss Before Exceptional and Extra Ordinary Items and Tax 31.23 39.30
Exceptional Items 0.00 0.00
Profit/Loss before Extra-Ordinary Items and Tax/ Profit/Loss Before Tax 31.23 39.30
Extraordinary Items 0.00 0.00
Profit/Loss after Extra-Ordinary Items and Tax/ Profit/Loss Before Tax 31.23 39.30
Tax Expense: Current Tax 6.21 6.21
Deferred Tax 0.00 0.00
T otal T ax expense 6.21 6.21
Profit/Loss for the Period 25.02 33.09

2. OPERATIONS

Total revenue for Financial Years 2020-21 is Rs. 344.56Lakhs compared to the total revenue of Rs.701.71Lakhs of Previous Year 2019-20. The profitbefore tax for the Financial Year 2020- 21of Rs. 31.23Lakhs as compared to profitbefore tax of Rs. 39.30Lakhs of Previous Year 2019- 20.Net Profitafter Tax for the Financial Year 2020-21is Rs. 25.02Lakhs as against Net Profitafter tax of Rs. 33.09Lakhs of Previous Year 2019-20.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in nature of Business during the year under review.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 isuploaded on the website of the Company.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7(Seven) times i.e. 30th June, 2020, 21st August, 2020, 22nd August, 2020, 14th October, 2020, 10th November, 2020, 5th December, 2020 and13th February, 2021.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and beliefthe Board of Directors hereby submit that:

a. In the preparation of the Annual Financial Statements, for the year ended on 31stMarch, 2021the applicable accounting standards have been followed and there are no material departure from the same,

b. 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 financial year and of the profit of the Company for the Financial Year ended on 31st March, 2021,

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. COMMENT ON AUDITORS REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31stMarch, 2021. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

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

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arms length basis. However, the Company has not entered into any related party transaction, asprovided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as requiredunder Section 188 of the Companies Act, 2013 is not applicable to the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

11. RESERVES ANDSURPLUS

Sr.No. Particulars (Rs. in Lakhs)
1. Balance at the beginning of the year 305.41
2. Current Years Profit/Loss 25.02
3. Utilized for Issue of Bonus Shares -306.01
Total 24.42

12. DIVIDEND

The Company has not proposed any dividend for the year ended on 31st March, 2021. However, the Board has proposed a final dividend of Rs.0.05/- per equity share of face value of Rs. 10/- each for the financial year ended on 31st March, 2020.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which hasoccurred in the Financial Year 2020-21.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaidorunclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the Financial Year 2020-21 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr.No. Name Designation DIN/PAN
1. Mr. Samirbhai Shah Managing Director 00787630
2. Mr. Saumil Shah Chief Financial Officer AYSPS8103J
3. Mr. Saumil Shah Director 01601299
4. Ms. PrasannaPandya Independent Director 07025733
5. Ms. Yesha Shah1 Independent Director 08802522
6. Mr. Dhairyakumar Thakkar1 Independent Director 08803649
7. Mr. Moulin Shah2 Director 08948652
8. Ms. Gitika Mishra6 Company Secretary BFIPM7168F
9. Ms. Parul Shah3 Director 03344585
10. Mr. Ashokkumar Shah3 Independent Director 03387128
11. Mr. Chintan Bhatt4 Company Secretary CLUPB3999Q,
12. Ms. Hirvita Soni5 Company Secretary CKTPS2188E

A. During the Financial Year:

1 Ms. Yesha Shah, and Mr. DhairyakumarThakkar were appointed as Independent Directors of the Company w.e.f. 22nd August, 2020.

2 Mr. Moulin Shah has been appointed as an Additional Director of the Company w.e.f. 22nd August, 2020.

3 Ms. Parul Shah and Mr. Ashokkumar Shah have resigned from the post of Director and Independent Director of the Company w.e.f. 22nd August, 2020.

4 Mr. Chintan Bhatt has resigned from the post of Company Secretary of the Company w.e.f. 6th August, 2020.

5 Ms. HirvitaSoni has been appointed as Company Secretary of the Company w.e.f. 22nd August, 2020.

B. After the Closure of the Financial Year:

5Ms. HirvitaSonihas resigned from the post of Company Secretary of the Company w.e.f. 4th May, 2021.

6 Ms. Gitika Mishra has been appointed as Company Secretary of the Company w.e.f. 12th May, 2021.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2020-21 and till the date of Boards Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Ms.Yesha Shah, Ms. PrasannaPandyaand Mr. DhairyakumarThakkar, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. Theyhave also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

19. CORPORATE GOVERNANCE

Since the Paid up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has noSubsidiaries/Joint Venture/Associate Company.

21. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the Financial Year.

22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

23. STATUTORY AUDITOR

M/s. S. D. Mehta & Co, Chartered Accountants, Ahmedabad, (FRN: 137193W), were appointed as the Statutory Auditors of the Company. The Auditors report for the Financial Year ended 31stMarch, 2021has been issued with an unmodified opinion, by the Statutory Auditors.

24. SECRETARIAL AUDITOR

The Board has appointed Mr. JitendraParmar, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for the Financial Year ended 31stMarch, 2021isannexedherewithmarked as Annexure-1to this Report. Remarks and Qualification marks in the Secretarial Audit report is self-explanatory.

25. DISCLOSURES

A. Composition of Audit Committee:

The members of the Committee are as follows:

Name Status
1. Ms. Yesha Shah Chairman
2.Mr. DhairyakumarThakkar Member
3. Mr. Saumil Shah Member

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

The members of the Committee are as follows:

Name Status
1. Mr. DhairyakumarThakkar Chairman
2. Mr. Saumil Shah Member
3. Ms. PrasannaPandya Member

C. Composition of Stakeholder Relation Committee: The members of the Committee are as follows:

Name Status
1. Mr. Samirbhai Shah1 Chairman
2. Mr. SaumilShah Member
3. Ms. PrasannaPandya Member

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

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as perAnnexure -2.

28. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy since March 2015 in compliance with Listing Regulations and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis. As on date, none of the stakeholders have raised any Whistle Blower concern.

29. REPORT OF COST AUDITOR

Provisions of Section 148 of Companies Act 2013 are not applicable to the Company and hence no disclosures are required in that regard.

30. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board
44, Sharad Flats, Opp. Dharnidhar Temple, Shangar Decor Limited
Paldi, Ahmedabad -380007
Sd/- Sd/-
Samirbhai Shah Saumil Shah
Date: 7th September, 2021 Managing Director Director
Place: Ahmedabad DIN: 00787630 DIN: 01601299