Shanti Guru Industries Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 14^,n Annual Report together with Audited accounts for the year ended 31.03.2024

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2024 and for previous year ended 31.03.2023 are as under:

PARTICULARS	31.03.2024	31.03.2023
Total Revenue	7256.59	16305.7
Less: Expenditure	17134.14	22620.60
Profit before exceptional items and tax	(9877.55)	(6315.43)
Less: Current Tax	-	-
Excess /short provision for tax for earlier years	21.69	-
Less: Deferred Tax	64.78	58.59
Profit for the period	(9964.02)	(6374.02)
Other comprehensive income	-	-
Total comprehensive income	(9964.02)	(6374.02)

The loss for period is Rs.9.96 lakhs as against the loss of Rs.6.37 lakhs in the previous year. Your Company is confident that the Retail trade will grow in the coming years.

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Retail trade. There is no change in the nature of business during the year under review.

3. DIVIDEND:

The Board does not recommend any dividend for the year.

4. RESERVES:

No amount is proposed to be transferred to General Reserves during the year.

5. SHARE CAPITAL:

During the year under review, there were no changes in the Share Capital of the Company. The Authorised share capital of Company is Rs.13.00 Crores and Paid up capital is Rs.12.31 Crores.

6. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

7. ANNUAL RETURN

The Annual Return for the year ended 31.03.2024 will be made available in the website

www.shantiRuruindustries.com

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary, associate and joint venture company.

9. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company had not advanced any loan, given guarantees, provided security during the year.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board consists of Three Directors as at 31.03.2024 viz., a) One Whole-time Director (Promoter) b) One Independent Director and c) One Non-Executive Director.

Mr. Mahipal Sanghvi resigned as Executive Director w.e.f. 02.12.2023. However, he continues his office as Chief Financial Officer.

Mr. Sarthak Sanghvi was appointed as Whole-time Director of the Company for a period of three years w.e.f. 02.12.2023.

Mr. Bharat Kumar Dughar was appointed as an Additional Director / Independent Director w.e.f. 05.04.2024. As an additional director he holds office upto the date of ensuing Annual General Meeting and is eligible to continue as Director of the Company. Your Board recommends his continuation in the best interests of the Company.

Mr. Ratanchand Lodha retires by rotation and being eligible offers himself for re appointment.

B. KEY MANAGERIAL PERSONNEL:

Mrs. Ritika Agarwal was appointed Company Secretary and Compliance officer w.e.f. 21.12.2023 and resigned w.e.f. 25.02.2024. Mr. Sripal Sanghvi ceased as CEO w.e.f. 10.01.2024

Mr. Manish Agarwal was appointed as Company Secretary and Compliance officer w.e.f. 26.02.2024

C. MEETINGS OF BOARD OF DIRECTORS

During the year the Board of Directors met 9 times on 18.04.2023, 29.05.2023, 01.08.2023, 14.08.2023, 14.11.2023, 02.12.2023, 21.12.2023, 10.01.204 and 26.02.2024. The gap between the two meetings was not more than 120 days. The Directors who attended these meetings are mentioned below.

Sr Name of Director no	Category	Board meeting entitled to attend/ attended	Attended 13lh AGM	Directorship In Public / Pvt. companies	Membership Chairmanship In other companies committees
1. Mr. Mahipal Sanghvi	Promoter — Executive director	9/5	YES	NIL	NIL
2. Mr. Ratanchand Lodha	NED	9/7	YES	1	NIL
3. Mr. Jayaraman Madhusuthan	Independent	9/9	YES	NIL	NIL
4. Mr. Sarthak Sanghvi	Promoter-Whole time director	9/4	YES	NIL	NIL

D. AUDIT COMMITTEE

The Audit committee company comprises of three members and the committee met two times on (i) 29.05.2023 and (ii) 14.11.2023. The Committee and details of meeting attended as at 31.03.2024 are provided hereunder:

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Chairman	Independent Director	2/2
Mr. Ratanchand Lodha	Member	Non Executive Director	2/2
Mr. Mahipal Sanghvi *	Member	Executive Director	2/2
Mr. Sarthak Sanghvi **	Member	Executive Director	0/0

* Member upto 01.12.2023 ** Member w.e.f. 02.12.2023

E. NOMINATION & REMUNERATION COMMITTEE

Nomination and Remuneration committee met four times on 14.08.2023, 01.12.2023 21.12.2023 and 26.02.2024

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Chairman	Independent Director	4/4
Mr. Ratanchand Lodha	Member	Non Executive Director	4/3
Mr. Mahipal Sanghvi *	Member	Executive Director	2/2
Mr. Sarthak Sanghvi **	Member	Whole-time Director	2/2

* Member upto 01.12.2023 ** Member w.e.f. 02.12.2023

F. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship committee company comprises of three members as at 31.03.2024. The committee met once on 26.02.2024

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Member	Independent Director	1/1
Mr. Ratanchand Lodha	Chairman	Non Executive Director	1/0
Mr. Mahipal Sanghvi *	Member	Executive Director	NA
Mr. Sarthak Sanghvi **	Member	Whole-time Director	1/1

* Member upto 01.12,2023 ** Member w.e.f. 02.12.2023

STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31^5T MARCH, 2024:

Number of shareholders complaints unresolved at the beginning of year	-Nil
Number of Shareholders Complaints received during the financial year	- Nil
Number of Shareholders Complaints resolved during the financial year	-Nil
Number of Shareholders Complaints unresolved at the end of the year	-Nil

G. RISK MANAGEMENT COMMITTEE:

The Risk Management committee company comprises of three members as at 31.03.2024. No meeting was held during the year.

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Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Member	Independent Director	Nil
Mr. Ratanchand Lodha	Chairman	Non Executive Director	Nil
Mr. Mahipal Sanghvi *	Member	Executive Director	Nil
Mr. Sarthak Sanghvi **	Member	Whole-time Director	Nil

* Member upto 01.12.2023 ** Member w.e.f. 02.12.2023

H. BOARD EVALUATION AT INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company Mr. Jayaraman Madhusuthan and Mr. Bharat Kumar Dughar held a separate meeting on 26.04.2024 without the attendance of non- independent Directors and members of management. At the said meeting, they reviewed the performance of non- independent Directors and the Board as a whole, including the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Declaration of compliance by the Board members and senior management personnel including Key managerial personnel to the code of conduct is attached as ANNEXURE 1.

I. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

The Independent directors have given declaration under Section 149 of the Companies Act, 2013, that they meet the criteria of independence.

J. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 Loss of the Company for that period;

c) the Directors 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;

d) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by the company and 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.

IB. AUDITORS & AUDIT REPORT:

At the 10^th Annual General Meeting of the Company held on March 31, 2021, the shareholders have appointed M/s. VENKAT & RANGAA LLP., Chartered Accountants, as Statutory Auditors of the Company for a term of five years from the conclusion of said Annual General Meeting to carry out the audit for the financial years starting from 2020-21 to 2024-25.

14. SECRETARIAL AUDIT & SECRETARIAL REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. A.K. Jain & Associates, Company Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report (in Form MR-3) is attached as ANNEXURE 2 to this Report.

Observations	Reply
(a) The Company does not have Woman Director as required u/s 149 of the Companies Act, 2013.	(a) The Company is taking necessary steps to appoint Woman director.
(b) The Company does not have the requisite number of Independent Directors as required u/s 149 of the Companies Act, 2013.	(b) The Company has appointed Mr. Bharat Kumar Dughar, Independent Director, w.e.f. 05.04.2024.
(c) The composition of Audit, Nomination & Remuneration committees are not in compliance with the provisions of the Section 177 and 178 of the Companies Act, 2013.	The Company had appointed Company Secretary u/s 203 of the Companies Act, 2013, and designated as Compliance officer as per Regulation 6 of SEBI (LODR) Regulations, 2015 w.e.f. 21.12.2023. Considering the size of the Company, there was delay in appointing Company Secretary cum Compliance officer
(d) The Company does not have a Company Secretary as required u/s 203 of the Companies Act, 2013, upto 20.12.2023
(e) The Company does not have a Qualified Company Secretary as the Compliance Officer as per Regulation 6 of the SEBI (LODR) Regulations, 2015 upto 20.12.2023

15. INTERNAL AUDIT:

M/s. SSP JAIN and ASSOCIATES LLP have been appointed as Internal Auditors by the Board. Internal Audit reports are forwarded to management, who take appropriate action as soon as possible. The company is maintaining a Structured Digital Data System which is non tamperable.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In accordance with section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company www.shantieuruindustries.com.

18. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company. Hence, the report on Corporate Governance is not provided.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The transaction entered with the related parties is in the ordinary course of business and at arms length and is disclosed in the notes to the financial statements.

20. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees drew remuneration in excess of the limits prescribed in the relevant regulations. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Compliance officer and the same will be furnished without any fee.

21. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:

The companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the internal control systems, the board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the company are carried out with due diligence. Audit observations therein and follow up actions thereon are reported to the audit committee.

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

The product dealt by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report.

23. LISTING WITH STOCK EXCHANGE

The Companys equity shares are listed in SME Platform of BSE Limited.

24. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND:

There are no amounts which need to be transferred to the Investor Education and Protection Fund.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal), Act, 2013. During the year under review no complaints have been received.

26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: -

Not Applicable

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

Not Applicable

28. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners /associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.