Sharad Fibres & Yarn Processors Ltd Directors Report.

To,

The Shareholders,

Your Directors have pleasure in presenting the Thirty Second (32nd) Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2019.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

(Amount in Rs)

Particulars

As at March 31, 2019

As at March 31, 2018

Revenue from Operations

5,62,06,473

4,38,06,368

Other Income

63,724

33,119

Total Income

5,62, 70,197

4,38,39,487

Total Expenses

5, 79,53, 752

4,21,52,638

Profit / (Loss) before tax

(16,83,555)

16,86,849

Tax Expense:

Current tax expense for current Year

-

-

Deferred tax

-

-

Tax expense for Earlier Years

-

-

Profit / (Loss) after tax

(16,83,555)

16,86,849

Earning per Equity Share

Basic

(0.39)

0.39

Diluted

(0.39)

0.39

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

Your Company earned a Total Income of Rs. 5,62, 70,197/- as compared to Rs. 4,38,39,487/- in the previous Year. The total expenditure incurred during the Year under review was Rs.5, 79,53, 752 /- as compared to Rs. 4,21,52,638/- in the previous Year. The Net Loss was Rs. 16,83,555/- as against Rs. 16,86,849/- in the previous Year.

3. OUTLOOK:

The priority of the Company for the current Year will be to consolidate its position in terms of Sales & Profitability by adopting various means of improving sales. Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

4. DIVIDEND:

In view of losses, the Board does not propose any dividend for the Year ended March 31, 2019.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned during the Financial Year 2018-2019.

6. DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2019 was Rs. 4,36,64,000/- divided into 43,66,400 Equity shares, having face value of Rs. 10/- each fully paid up. During the Year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are provided in Notesto the Financial statements.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) DIRECTORS:

i) Composition:

The Board of Directors includes the Executive, Non-Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Four (4) Directors comprising of One (1) Executive Director, Two (2) Non-Executive Independent Directors and One (1) Non-Executive Woman Director as on March 31, 2019.

ii) Re-appointments:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Jyoti Nankani, Director of the Company, retires by rotation, and being eligible, has offered herself for reappointment.

b) KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No.

Name of the person

Designation

1.

Mr. Ravi Dalmia

Managing Director

2.

Mr. Aditya Dalmia

Chief Financial Officer

3.

Ms. Madhumati Rajol

Company Secretary

During the Financial Year under review, there was no change in the Key Managerial Personnel of the Company.

10. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed period of five Years upto 31st March, 2019 and are not liable to retire by rotation.

The members of the Company had approved the re-appointment of Mr. Unni Krishnan Nair and Mr. Surendra Bahadur Singh as Independent Directors for another term of five consecutive years with effect from 1st April, 2019 to 31st March, 2024, in the general meeting held on June 26, 2018.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

12. SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

13. DISINVESTMENTS:

(a) SALE OF SHARES OF SUBSIDARY COMPANIES:

During the reporting period, your Company disinvested its 100% shareholding held in BST Exports Private Limited (wholly owned subsidiary). Following the sale, BST Exports Private Limited ceased to be a subsidiary of your Company and therefore the step down subsidiary Dalmia Exim Limited, which is a subsidiary of BST Exports Private Limited by virtue of the this sale, ceased to be a step down subsidiary of your Company.

The decision to disinvest from this business is in line with our strategy focus on core business.

(b) SALE OF UNIT:

The Board of Directors of your Company had decided to sell/transfer/dispose of individually and /or collectively land, Building, Plant & Machinery & such other assets of the Company situated at Plot No. 110/111, Govt. Industrial Estate, Masat Silvassa-396230, Dadara Nagar, Haveli, through auction/e-auction/tender basis. Your Company had sought approval form the members at the Extraordinary General Meeting held on October 5, 2018 for the same.

14. EXTRACTOF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure A and forms an integral part of this Report.

15. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 7 (Seven) times during the Year on April 26, 2018, May 28, 2018, August 14, 2018, September 4, 2018, November 14, 2018, February 14, 2019 and March 28, 2019 and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India i.e. One hundred twenty days. The necessary quorum was present for all the meetings.

The Attendance of the Directors of the Company at the Board meetings is as under:

Board Meeting dates (2018-2019)

No. of meetings entitled to attend

Attended

Last AGM Attended

Name of Director/ Category

April 26

May 28

Aug 14

Sept 4

Nov 14

Feb 14

March 28

Mr. Ravi Dalmia

Yes

Yes

Yes

Yes

Yes

No

Yes

7

6

Yes

(Managing Director)

Mr. Unnikrishnan Nair

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

7

Yes

(Independent Director)

Mr. Surendra Singh

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

7

Yes

(Independent Director)

Ms. Jyoti Nankani

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

7

Yes

(Women Director)

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors responsibility statement it is hereby confirmed that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that 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 and of the profit and loss of the Company for that period;

iii. 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 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. COMMITTEES OF THE BOARD:

Currently the Board has 3 (three) Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

17 .1 Audit Committee:

The Audit Committee comprises of three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Executive Director) in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 of the Companies Act, 2013. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory Auditors and the Board of Directors of the Company. The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting the Financials of the Company are undertaken only after the consultation of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Six (6) times during the year on April 26, 2018, May 28, 2018, August 14, 2018, November 14, 2018, February 14, 2019 and March 28, 2019 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

Name of the Members

Category

Audit Committee Meetings Dates (2018-2019)

No. Meetings Entitled to Attended

No. of Meetings Attended

April 26

May 28

Aug 14

Nov 14

Feb 14

March 28

Mr.

Chairperson

Yes

Yes

Yes

Yes

Yes

Yes

6

6

Unnikrishnan Nair

Non- Executive Independent

Mr. Surendra BahadurSingh

Non- Executive Independent

Yes

Yes

Yes

Yes

Yes

Yes

6

6

Mr. Ravi Dalmia

Executive Director

Yes

Yes

Yes

Yes

No

Yes

6

5

17 .2 Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Non-Executive Director) in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 of the Companies Act, 2013.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Committee met Two (2) times during the year on May 28, 2018. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Name of the Members

Category

Nomination & Remuneration Committee Meetings Number (2018 - 2019)

No. of Meetings Entitled to Attended

No. of Meetings Attended

May 28

Mr. Unnikrishnan Nair

Chairperson Non-Executive Independent

Yes

2

2

Mr. Surendra BahadurSingh

Non-Executive Independent

Yes

2

2

Ms. Jyoti Nankani

Non-Executive Director

Yes

2

2

Nomination and Remuneration Policy:

- To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.

- No Director/KMP/ other employee is involved in deciding his or her own remuneration.

- The trend prevalent in the similar industry, nature and size of business is kept in view and given due weightage to arrive at a competitive quantum of remuneration.

- It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance benchmarks which are unambiguously laid down and communicated.

- Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.

- Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Companys working and goals.

- Following criteria are also to be considered:-

Responsibilities and duties;

Time & efforts devoted;

Value addition;

Profitability of the Company& growth of its business;

Analyzing each and every position and skills for fixing the remuneration yardstick;

Standards for certain functions where there is a scarcity of qualified resources.

Ensuring tax efficient remuneration structures.

Ensuring that remuneration structure is simple and that the cost to the Company (CTC) is not shown inflated and the effective take home remuneration is not low.

Other criteria as may be applicable

- Consistent application of remuneration parameters across the organization.

- Provisions of law with regard making payment of remuneration, as may be applicable, are complied.

- Whenever, there is any deviation from the Policy, the justification /reasons should also be indicated / disclosed adequately.

17 .3 Stakeholders Relationship Committee:

The Company has in place a Stakeholders Relationship Committee, the role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: jyoti@dalmiapolypro.in exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.sharadfibres.com

The following table shows the nature of complaints received from the shareholders during the years 2018-2019.

Nature of Complaints

Received

Pending

Disposed

1.

Non receipt of Annual Report

-

-

-

2.

Non Receipt of Share Certificates after transfer

-

-

-

3.

Non Receipt of Demat Rejected S/Cs

-

-

-

4.

Others

2

-

2

Total

2

-

2

There were no complaints pending as on 31st March 2019.

The Committee met Four (4) times during the year on May 28, 2018, August 14, 2018, November 14, 2018 and February 14, 2019. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below

Name of the Members

Category

(2018-2019) Stakeholder Relationship Committee Meetings Number

No. of Meetings entitled to Attended

No. of Meetings Attended

May 28

Aug 14

Nov 14

Feb 14

Mr. Unnikrishnan Nair

Chairperson Non-Executive Independent

Yes

Yes

Yes

Yes

4

4

Mr. Surendra BahadurSingh

Non-Executive Independent

Yes

Yes

Yes

Yes

4

4

Mr. Ravi Dalmia

Executive Director

Yes

Yes

Yes

No

4

3

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on March 28, 2019 and was attended by all Independent Directors.

18. BOARDEVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on March 28, 2019.

Similarly, the performance of various committees, individual Independent and Non Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

19. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party transactions. All the transactions are of repetitive nature and/or entered in the Ordinary course of business and on arms length.

Your Company has entered into material related party transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements. Particulars of contracts of arrangements with Related Parties referred to in sub section 1 of Section 188 read with Rule 8(2) of the (Companies Accounts) Rules, 2014 are appendedin Form No. AOC - 2 as Annexure B.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website ofthe Company www.sharadfibres.com

20. AUDITORS:

a) Statutory Auditor

Your Company had appointed M/s. J.H. Bhandari & Co., Chartered Accountants, Mumbai (Firm Registration No. 138960W with the Institute of Chartered Accountants of India) from the conclusion 31st Annual General Meeting (AGM) held in 2018 until the conclusion of the 36th Annual General Meeting (AGM) to be held in 2023.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. J.H. Bhandari & Co., Chartered Accountants, on the financial statements of the Company for the financial year 2018 - 2019 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has reappointed Mr. Shailesh Bane, as the internal auditorof the Company.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure - C which forms a part of this report.

Observationsby Secretarial Auditor as follows:

i. The Company had availed Auto Loan of Rs. 13,76,500/- from Yes Bank Ltd, but the Company delayed in registering the particulars of charge in eForm CHG -1. However, the Company is in process of making an application to the Central Government for extension of time for filing particulars of registration of Charge with respect to the said Loan.

ii. The Company has delayed in filing Statement of Investor complaints pursuant to Regulation 13 (3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September, 2018, for the period of 4 days.

Boards Explanation on Observations given by Secretarial Auditor:

i. Company is in process of making an application to the Central Government for extension of time for filing particulars of registration of Charge with respect to the said Loan.

ii. It was an inadvertent delay and the Company has paid the penalty levied by stock exchange for the same.

d) Cost Audit and Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, Cost Audit is not applicable to the Company for the financial year 2018-19; Therefore maintenance of Cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not required.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made there under, in respect of Corporate Social Responsibility were not applicable to your Company for the Financial Year 2018 - 2019.

22. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code with revision made in accordance with the requirements of SEBI (LODR) Regulations, 2015 has been posted on the Companys website (www.sharadfibres.com)

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

23. PREVENTION OF INDISER TRADING:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted the revised Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. All the Promoters and Directors of the Company who are Designated Persons, and their Immediate Relatives and other Connected Persons such as auditors, consultants, bankers, etc., who could have access to the unpublished price sensitive information of the Company, are governed under this Code.

24. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure D to this Report.

None of the employees of the Company fall within the purview of the information required under Section 197 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year .

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee & to the Chairperson of the Board/ Managing Director of the Company.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

26. RISK MANAGEMENT:

Your Company has in place a Risk Management Policy (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management. (b) to establish a framework for the Companys risk management process and to ensure its implementation. (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with Financial stability.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.sharadfibres.com).

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints were received by the Committee for redressal.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure Eto this Report.

30. ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at its Factory.

31. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). As a result the investors have an option to hold the shares of the Company in a dematerialized form with the Depositories. The Company has been allotted ISIN No. INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

The Percentage of Shares of the Company held in Demat is 72.52% and Physical form is 27.48%.

32. THE 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 are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

33. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company, to which the Financial Statements related i.e. 31st March, 2019 and the date of the report i.e. August 14, 2019.

34. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, compliance with the corporate governance provisions are not applicable to your Company as the Companys paid up Equity Share Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March 31, 2019.

35. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2019.

36. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the Year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report.

37. LISTING:

The shares of the Company are listed on BSE Ltd. The Company has paid Listing fees for the Financial Year 2018-2019.

38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

39. SHIFTING OF REGISTERED OFFICE:

During the year under review, Your Company has shifted registered office from 220, Unique Industrial Estate, Off. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025 to 16, Floor-Grd, Plot-3/3a, Unique Industrial Estate, Swatantrya Veer Savarkar Marg, Kismat Cinema, Prabhadevi, Mumbai - 400 025.

40. ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

SHARAD FIBRES AND YARN PROCESSORS LIMITED

Place: Mumbai

Date: August 14, 2019

RAVI DALMIA

JYOTI NANKANI

[DIN: 00634870]

[DIN: 07145004]

ANAGINGDIRECTOR

DIRECTOR