shantai industries ltd Directors report

To,

The Members

SHANTAI INDUSTRIES LIMITED

Your directors take pleasure in submitting the 38th Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS & PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended 31-03-2023*	For the year ended 31-03-2022*
Revenue from operations	60.022	114.879
Other Income	2.263	2.022
Total Revenue	62.285	116.901
Profit before tax and Exceptional Items	(9.544)	2.193
Exceptional Items	0.024	0.017
Profit before Taxation	(9.569)	2.176
-Current Tax	-	-
-Deferred Tax	-	-
-Income tax of earlier years	-	-
Net Profit/ (Loss) For The Year	(9.569)	2.176
Other Comprehensive Income for the Year, Net of Tax	-	-
Total Comprehensive Income for the Year	(9.569)	2.176

* Figures regrouped wherever necessary

The company has disclosed its results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Companys website at www.shantaiindustrieslimited.com.

2. STATE OF COMPANYS AFFAIR

During the year, Your Company recorded total revenue of Rs. 62.285 Lacs against Rs. 116.901 Lacs in the previous year, representing a decrease of 46.75% during the year and loss of Rs. 9.544 Lacs as compared to Profit before tax of Rs 2.193 Lacs during the previous year. Total Comprehensive Income during the year was Rs. -9.569 Lacs as compared to Rs. 2.176 Lacs in the previous year. A detailed analysis on the Companys performance is included in the "Managements Discussion and Analysis" Report, which forms part of this Report.

3. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesnt declared dividends as the company is at growing stage and requires funds for expansion. Your directors do not recommend any dividend for the year ended 31st March, 2023.

4. UNCLAIMED DIVIDEND

As on 31 March 2023, the Companys unclaimed dividend balance was Rs. 23,749.00/-.

5. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

6. MATERIAL CHANGES

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. SHARE CAPITAL

During the year, the company there has been no change in the share capital of the company. The Authorized Share Capital of the Company as on 31/03/2023 was Rs. 5,00,00,000 and Paid up share capital of the Company as on 31/03/2023 was Rs. 1,50,00,000.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

9. DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and companys operation in nature.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Vasudev Fatandas Sawlani, Whole-Time Director (DIN: 00831830), retire by rotation and is being eligible has offered herself for re-appointment at the ensuing Annual General Meeting. Companys policy on directors appointment and remuneration is available on the website of the company at http://www.shantaiindustrieslimited.com/wp-content/uploads/2021/07/Nomination- Remuneration-and-Evaluation-Policy.pdf

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Harishbhai Fatandas Sawlani	Managing Director	27/07/2015	04/11/2015	-
Mr. Vasudev Fatandas Sawlani	Whole-time Director	27/07/2015	29/09/2022	-
Mrs. Reena Harish Sawlani	Non Executive Director	27/07/2015	05/08/2016
Mr. Omprakash Vishandas Lakhwani	Non Executive Independent Director	31/03/2018	30/08/2018
Mrs. Vandanaben Satishbhai Dalal	Non Executive Independent Director	26/09/2020
Mr. Sailesh Joseph Damor	Chief Financial Officer	04/11/2015
Ms. Mitali Mukeshchand Chouhan	Company Secretary	11/12/2021	-	29/04/2023

* Mrs. Komal Agarwal was appointed as Company Secretary and Compliance Officer w.e.f 29/04/2023

13. EXTRACT OF ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued, the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at http://www.shantaiindustrieslimited.com/annual-return/

14. RELATED PARTY TRANSACTION

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arms length basis. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is http://www.shantaiindustrieslimited.com/wp- content/uploads/2021/07/Policy-on-Matreriality-in-Related-Party-Transaction.pdf Details of the related party transactions made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and information.

15. COMPOSITION OF BOARD AND ITS COMMITTEE, NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance is mentioned below. The composition of the Board and its committee is also available on the website of the company at http://www.shantaiindustrieslimited.com/directors/

I. BOARD MEETING:

The Board of Directors of the Company (Board) has optimum combination of Executive and Non-Executive Directors comprising Two Executive Directors and Three Non- Executive Directors. None of the Directors hold directorship in more than 20 companies nor is a member of more than 10 committees or chairman of more than 5 committees across all the public limited companies in which they are Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act.

Composition of Board of Director as on 31st March, 2023 is as follows:

Sr. No Name	Designation	Nature of Directorship
1 Harishbhai Fatandas Sawlani	Chairman/Managing Director	Executive Director
2 Vasudev Fatandas Sawlani	Wholetime Director	Executive Director
3 Reena Harish Sawlani	Director	Non-Executive Director
4 Omprakash Vishandas Lakhwani	Independent Director	Non-Executive Director
5 Vandanaben Satishbhai Dalal	Independent Director	Non-Executive Director

The Board meets at regular intervals to discuss and decide on the Companys performance and strategies. During the financial year under review, the Board met 6 (Six) times and the gap between two meetings did not exceed one hundred and twenty days (120).

Date of Meeting	Board Strength	No. of Directors Present
24-05-2022	5	5
08-08-2022	5	5
24-08-2022	5	5
20-10-2022	5	5
02-01-2023	5	5
07-02-2023	5	5

II. COMMITTEES MEETING • AUDIT COMMITTEE

Our Company has constituted an Audit Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Audit Committee of the company consists of two Independent Directors and one Executive Director of the Company. All the Directors have good understanding Finance, Accounts and Law. Composition of audit committee of the company is as follows:

SN Name of Member	Designation	Nature of Directorship
1 Omprakash Vishandas Lakhwani	Chairman	Non-Executive Independent Director
2 Vandanaben Satishbhai Dalal	Member	Non-Executive Independent Director
3 Harishbhai Fatandas Sawlani	Member	Managing Director

During the financial year 2022-23, Five (5) meetings of Audit Committee were held on following dates:

24-05-2023

08-08-2022

24-08-2022

20-10-2022

07-02-2023

Attendance of members for the meeting of Audit Committee held during the year 2022-23 is as below

SN Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1 Omprakash Vishandas Lakhwani	Chairman	5	5
2 Vandanaben Satishbhai Dalal	Member	5	5
3 Harishbhai Fatandas Sawlani	Member	5	5

The term of reference of Audit Committee is as below:

The scope of audit committee shall include, but shall not be restricted to, the following;

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

• NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted Nomination and Remuneration Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Nomination and Remuneration Committee of the company consists of three Independent Directors of the Company. Composition of Nomination and Remuneration Committee of the company is as follows:

SN Name of Member	Designation	Nature of Directorship
1 Omprakash Vishandas Lakhwani	Chairman	Non-Executive Independent Director
2 Vandanaben Satishbhai Dalal	Member	Non-Executive Independent Director
3 Reena Harish Sawlani	Member	Non-Executive Director

During the financial year 2022-23, Two (2) meetings of Nomination and Remuneration Committee were held on following dates:

24-05-2022

24-08-2022

Attendance of members for the meeting of Nomination & Remuneration Committee held during the year 2022-23 is as below:

SN Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1 Omprakash Vishandas Lakhwani	Chairman	2	2
2 Vandanaben Satishbhai Dalal	Member	2	2
3 Reena Harish Sawlani	Member	2	2

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board of Directors;

4. Devising a policy on Board diversity, if any;

5. 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 and shall carry out evaluation of every director s performance.

6. 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.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

8. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

9. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The performance evaluation of the independent director was evaluated by the board after seeking inputs from all the independent directors on the basis of the criteria such as participation in decision making and rendering unbiased opinion; participation in initiating new ideas and planning of the company etc.

The board reviewed the performance of the independent directors on the basis of the criteria such as the contribution in raising concerns to the Board, safeguarding of confidential information, rendering independent unbiased opinion etc. The web link is http://www.shantaiindustrieslimited.com/wp-content/uploads/2021/07/Nomination- Remuneration-and-Evaluation-Policy.pdf

REMUNERATION OF DIRECTORS

During the year, company has paid Rs. 2, 40,000 sitting fees to Non-Executive directors. REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the Company http: //www. shantaiindustrie slimited.co m/wp- content/uploads/2021/07/Nomination-Remuneration-and-Evaluation-Policy.pdf

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will involve a balance between fixed and incentive pay reflecting short term and long-term performance objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

• STAKEHOLDERS RELATIONSHIP COMMITTEE

The term of reference of Stakeholders Relationship Committee is as below:

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.

To solve the investors grievances Company has formulated Stakeholders Relationship Committee. Composition of the Committee is as follows:

SN Name of Member	Designation	Nature of Directorship
1 Reena Harish Sawlani	Chairman	Non-Executive Director
2 Omprakash Vishandas Lakhwani	Member	Non-Executive Independent Director
3 Vandanaben Satishbhai Dalal	Member	Non-Executive Independent Director

During the financial year 2022-23, Four (4) meetings of Stakeholders Relationship Committee were held on following dates :

24-05-2022

08-08-2022

20-10-2022

07-02-2023

Attendance of members for the meeting of Nomination & Remuneration Committee held during the year 2022-23 is as below:

SN Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1 Reena Harish Sawlani	Chairman	4	4
2 Omprakash Vishandas Lakhwani	Member	4	4
3 Vandanaben Satishbhai Dalal	Member	4	4

Name & Designation and address of the Compliance Officer

CS MITALI MUKESHCHAND CHOUHAN

Company Secretary & Compliance Officer (Resigned w.e.f 29/04/2023)

CS KOMAL AGARWAL

Company Secretary & Compliance Officer

(Appointed w.e.f 29/04/2023)

Shantai Industries Limited

820, Golden Point, Nr Telephone Exchange,

Begampura, Falsawadi, Ring Road Surat - 395003

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; the details regarding investors complaints during the year are as follows:

Status of Complaints pending, received, disposed and unresolved:

Number of Shareholders Complaints Pending at the end of the year	Nil
Number of Shareholders Complaints received during the year	Nil
Number of Shareholders Complaints disposed during the year	Nil
Number of Shareholders Complaints remain unresolved during the year	Nil

16. LOANS, GUARANTEES AND INVESTMENT

The company has not given any loans or guarantees or made investments under section 186(4) of Companies Act, 2013.

17. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared "Online Self-Assessment Test" examination with the Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 07th February, 2023 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

18. FAMILIARIZATION TO INDEPENDENT DIRECTORS:

The Independent Directors of the Company are familiarized with the various aspects of the Company provided with an overview of the requisite criteria of independence, roles, rights, duties and responsibilities of directors, terms of appointment of the Company and policies of the Company and other important regulatory aspects as relevant for directors.

The Company, through its Executive Director or Manager as well as other Senior Managerial Personnel, conducts presentations/programs to familiarize the Independent Directors with the strategy, operations and functions of the company inclusive of important developments in business. The details of number of programs attended and the cumulative hours spent by an independent director are uploaded on the website of the company. The web link is https://www.shantaiindustrieslimited.com/policies/

The terms and conditions of independent directors is available on the website of the company at http://www.shantaiindustrieslimited.com/wp-content/uploads/2021/07/TC- for-appointment-of-Independent-Directors.pdf

Meeting of Independent Director

During the financial year 2022-23 one meeting of Independent Director was held on 07th February, 2023.

Attendance of Directors at Independent Directors meeting held during the financial year is as under:

Name of Directors	Categories	No. of Meeting Attended
Mr. Omprakash Vishandas Lakhwani	Chairman	1
Mrs. Vandanaben Satishbhai Dalal	Member	1

19. VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board of Director has adopted vigil mechanism in the form of Whistle Blower Policy through which, its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviours, actual or suspected fraud or violation of the Companys code of conduct or ethics policy.

It is the Companys Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The said policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors.

Shri Omprakash Vishandas Lakhwani, the Chairman of the Audit Committee can be contacted to report any suspected/confirmed incident of fraud/misconduct on:

Email: shantaiindustriesltd@gmail.com

Contact no.: 9726025000

Your Company hereby affirms that no director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

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

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. 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;

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.

21. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The board evaluated the performance of the board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The board evaluated the performance of the committees after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings like decision-making, participation in meeting, overall performance, etc. In addition, the chairperson was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 07th February, 2023.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board report. The detailed report forms part of Independent Auditors Report.

24. CORPORATE GOVERNANCE

The paid up share capital of our company is below Rs. 10 crores and net worth of our company is below Rs. 25 crores therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015. Hence corporate Governance does not form part of this Boards Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are as per Annexure - 2.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition is annexed and forms an integral part of the Directors Report is given in Annexure - 3.

28. STATUTORY AUDITORS

The Members at the Annual General Meeting of the Company held on September 24, 2021, had appointed M/s. DSI & Co., Chartered Accountants (Firm Registration No. 127226W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., upto financial year ending 31/03/2026.

29. INTERNAL AUDITOR

The Company has appointed M/s. Dharan Shah & Associates, Chartered Accountants (FRN 145180W), as an Internal Auditor in the Board meeting held on 07th September, 2021 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

30. SECRETERIAL AUDITOR

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the period of five years starting from 2022-23 to 2026-27 on the board meeting held on 20-10-2022. The secretarial report for the financial year 2022-23 is attached as Annexure - 4. Report of secretarial auditor is self-explanatory and need not any further clarification.

31. COMMENTS ON AUDITORS REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 5.

33. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The risk management process over the period of time will become embedded into the Companys business system and processes, such that our responses to risk remain current and dynamic.

The detailed Statement on Risk Management has been attached in Annexure - 6.

34. CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to Declaration by CFO is not applicable to the company. Hence the same does not does not form part of this Boards Report.

35. CODE OF CONDUCT

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to Declaration by CEO is not applicable to the company. Hence the same does not does not form part of this Boards Report.

36. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure - 7.

37. SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment, internal complaints committee has been set up to redress the complaints, if any.

The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 and Redressal) Act, 2013.

38. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

39. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

40. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

42. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of Company.

43. INSURANCE:

All the properties and the Insurable Interest of the company including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

44. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

45. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Surat Date: 23/08/2023	For the Board of Director Shantai Industries Limited
	Sd/- Harishbhai Fatandas Sawlani Chairman and Managing Director DIN:00831848