Shashank Traders Ltd Directors Report

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows: -

(Amount in Rs. Lacs)

The Company understands the importance of adapting to changing market conditions and evolving customer needs and believe that continuous improvement is key to staying ahead of the competition. Our focus is on streamlining processes, improving efficiency, and leveraging technology to drive growth and improve client satisfaction.

Our aim is to create a more agile and innovative organization that is better equipped to respond to market changes and capitalize on new opportunities. The management is confident that the transformation will position the company for long-term success and growth.

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fuelling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.

In view of the planned business growth, your directors deem it proper to conserve the resources of the Company for its activities/ expansion and therefore, do not propose any dividend for the F.Y. ended 31.03.2024 and carried forward the net profit balance to the next year.

Authorized Capital and Changes thereon, if any:

The Authorized Share Capital of the Company is Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs only) equity shares of Rs.10/- each.

Paid up Capital and Changes thereon, if any:

The Paid up share capital of the Company is Rs. 3,09,38,000/- (Rupees Three Crore Nine Lakhs and Thirty Eight Thousand Only) divided into 30,93,800 (Thirty thousand Ninety Three Thousand Eight Hundred Only) equity shares of Rs.10/- each.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of loans, guarantees, investments and security provided as covered under the provisions of Section 186 of the Act ,as may be applicable are given in the standalone financial statements as Note No. 9-11

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

10. INTERNAL CONTROL SYSTEMS

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. Significant features of the Companys internal control system are: A leading firm of Chartered Accountants manages the Internal Audit function in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls. Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers. Adherence with a comprehensive information security policy and continuous upgrades of the Companys IT systems for strengthening automated controls. Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance. During the year, the internal controls were tested and found effective, as a part of the Managements control testing initiative.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Companys Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2024

11. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-

As on March 31, 2024 the Company does not have any subsidiary or joint venture or any associates Company.

12. MAINTENANCE OF COST RECORD: -

Our Company is required to maintain the cost record as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 and the company has made and maintained the cost record as prescribed.

13. STATUTORY AUDITOR & AUDIT REPORT: -

The current Statutory Auditors of the Company M/s. NemaniGarg Agarwal & Co. (FRN: 010192N), will hold office till the conclusion of the 39th AGM of the Company.

Based on the recommendations of the Audit Committee, the Board at its meeting held on December 05, 2024, has approved the re-appointment of M/s. NemaniGarg Agarwal & Co. (FRN: 010192N), as Statutory Auditors for a term of 5 years i.e., from the conclusion of the 39th AGM up to the conclusion of the 44th AGM, subject to approval of the members.

M/s. NemaniGarg Agarwal & Co. (FRN: 010192N), have confirmed their eligibility and qualification as required under the Act and Listing Regulations for holding the office as Statutory Auditors of your Company.

Auditors Report

The Auditor report does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT: -

In terms of Section 204 of the Companies Act 2013 and Rules made there under, the board has appointed M/s. Jay Pandya &Associates, Practicing Company Secretary, as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure - 2 to this report. The report is self-explanatory and do not call for any further comments.

15. CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

As required under the provisions of the Act, Mr. Ravi Mahendrabhai Shah [DIN:10491149] retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting. A brief profile of Mr. Ravi Mahendrabhai Shah is annexed to the notice convening Annual General Meeting.

A. Mr. Praveen JaswantRai Jain [DIN:01776424] appointed as Managing Director of the company w.e.f 03.02.2016. The terms of their Appointment & remuneration to be ratified by the members in the ensuing Annual general meeting. B. Mr. Hansa Mehta Mahendra Singh (DIN : 08185631) appointed as Independent Director of the company w.e.f. 01/08/2018. C. Mr.Amit Jalan (DIN: 09516312) appointed as Independent Director of the company w.e.f. 08/03/2022.

D. Mr.Ravi MahendrabhaiShah (DIN: 10491149) appointed as Non-Executive Additional Director of the company w.e.f.14/02/2024. E. Mr. KevalMahendrabhai Shah (DIN : 10491150appointed as Non-Executive Additional Director of the company w.e.f.14/02/2024 F. Mr. Amit Choudary (DIN : 09847266) appointed as Independent Director of the company w.e.f.

04/09/2023.

G. Mr. Nipun Praveen Jain Chief Finance officer of the Company w.e.f.07.07.2018.

Details of Directors and KMP are as follows:-

17. DIRECTORS RESPONSIBILITY STATEMENT

Under the provisions contained in Section 134(5) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed, along with proper explanation relating to material departures; They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit of the Company for the period April 1, 2023 to March 31, 2024; They have taken proper and sufficient care of the maintenance of adequate accounting records, under the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; They have prepared the annual accounts for the year ended March 31, 2024, on a going concern basis; They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and They have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems are adequate and operating effectively.

18. STATUTORY DISCLOSURES :-

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

19. DEPOSITS: -

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

20. BOARD EVALUATION :-

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation The same can be accessed at the www.shashankinfo.in.Formulated by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on March 30, 2024, performance of non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:-

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy:

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesnt own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

Foreign exchange earnings and Outgo during the year:

22.VIGIL MECHANISM/ WHISTLE BLOWER POLICY:-

In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at https://www.shashankinfo.in/under Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the Company have been denied to access the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

23. CODE OF CONDUCT

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and Senior management of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility is not applicable to the company.

25. RISK MANAGEMENT POLICY:-

Framework

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the Companys activities.Riskmanagement policy and processes will enable the Company to proactively manage uncertainty and changes in the internal andexternal environment to limit negative impacts and capitalization of opportunities.

Background and Implementation

The Company is prone to inherent business risks. This document is intended to formalize a risk management policy,theobjective of which shall be identification, evaluation,monitoringand minimizationof identifiablerisks. This policy is in compliance with the Listing Agreement which requires the Company to laydown procedure for risk assessment and procedure for risk minimization. The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls the risks through properly defined network.Headof Departments shall be responsible for implementation of the risk management system as maybe applicable to their respective areas of functioning and report to the Board and Audit Committee.

Committee

The Company has not made Risk Management Committee but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

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

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of the same, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder. All employees (permanent, contractual, temporary, and trainees) are covered under this Policy. The Company has duly constituted Internal Complaints Committees in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The Company organises workshops and awareness programs at regular intervals for sensitising the employees with the provisions of the said Act. During the year, the Company received no complaints for sexual harassment at the workplace.

27. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:-

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website https://www.shashankinfo.in/also further details refer theAnnexure - 3.

28. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THERE OF:-

Board Meeting:-

The Board of Directors of the Company met 09 (Nine) during the year, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

The names of the Directors their attendance at the Board Meeting and last Annual General Meeting of Company are given as below:

*Mr. Ravi Mahendrabhai Shah appointed as Additional Director on 14^thFebruary 2024. The terms of their Re-appointment as an Executive Director . **Mr. KevalMahendrabhai Shah appointed as Additional Director on 14^th February 2024. The terms of their Re-appointment as an Executive Director.

COMMITTEES OF BOARD

Currently, the Board has Three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees are constituted with the proper composition of Independent Directors and Non-Executive Directors as specified in relevant provisions of Companies Act, 2013.

29. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that (i). In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii). The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 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 the Companies Act, 2013 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; and (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.

30. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.

32. PARTICULARS OF EMPLOYEE:-

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report pursuant to Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, (“Listing Regulations”) constitutes a distinct section within the Annual Report. The Audit Committee of your Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2024. Refer Annexure - 4

34. PERFORMANCE EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings &Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

35. RELATED PARTY TRANSACTIONS:-

The Company has no significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and regulation 23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of Business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013. However the Thus disclosure in form AOC- 2 Is attached in Annexure - 1. The related party disclosure has been uploaded on the Website of the Company at www.shashankinfo.in Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures as per Accounting Standard - 18. A statement in summary form of transactions with related parties is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

36. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

37. LISTING OF EQUITY SHARE OF THE COMPANY:-

The Companys shares are listed on the Bombay Stock Exchange (BSE) Limited. The details of the same are mentioned below as on March 31, 2020:

The Company has regularly paid all the listing fees to the stock exchange and custodial fees to the depositories.

38. BOARD EVALUATION:-

In compliance with the provision of Companies Act, 2013 and Listing Compliances, the Board carried out at an annual evaluation of its own performance and Independent directors. It also evaluated the performance of its committees. The evaluation inter-alia covered different aspects viz. composition of board and its committees, qualification, performance, inter-personal skills, submission done by the director in varied disciplines related to the companys business etc.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:-

During the year under review no application was made, further no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

40. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at www.shashankinfo.in

41. CORPORATE GOVERNANCE:-

Your Company complies with the various provisions of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. However, since the paid up capital of the Company is less than the threshold limits prescribed under Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the provisions of Regulation 27 of the SEBI Listing Regulations,2015 and other Regulations related to Corporate Governance are not applicable to the Company.

42. COMPLIANCES OF SECRETARIAL STANDARDS: -

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) read with the MCA Circulars granting exemptions in view of Covid19 Pandemic.

43. OTHER DISCLOSURES: -

During the financial year under review: a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

44. ACKNOWLEDGEMENT: -

Your Directors take this Opportunity to thank the Customers, Shareholders, Suppliers, Bankers, Financial Institutions, Local Bodies, Executives and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the Textiles industry.