shentracon chemicals ltd Directors report

The directorship held by Directors as mentioned above does not include Directorships of private companies I Section 8 companies / foreign companies as on 31 ^st March, 2023.

In accordance with Regulation 26 of the SEBI Listing Regulations, 2015, Memberships/Chairmanships of Board Committees relates to only Audit Committee and Shareholders/ Stakeholder Relationship Committee in all public limited committee (excluding Shentracon Chemicals Limited) have been considered.

During the financial year 2022-2023, 6 (Six) meetings of the Board of Directors were held on 30th May, 2022, 13th August, 2022, 2Th August 2022, 14^thNovember 2022, 06^th January 2023 & 13^th February, 2023.

There are currently four Committees of the Board, as follows: ./ Audit Committee ./ Nomination and Remuneration Committee ./ Stakeholders Relationship Committee ./ Shares Transfer Committee SCL-2022-2023

The company has an Audit committee with all members being non-executive directors and the chairman being Independent Director. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors.

The Audit Committee consists of 3 members as on 31 st March, 2023 with majority independent directors. The Committee had met 4(four) times i.e. on 30th May, 2022, 13th August, 2022, 14^th November 2022, 13^th February, 2023.

The details of composition of the Audit Committee are as under:-

Nomination and Remuneration Committee has been constituted pursuant to section 178 of Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, 2015.

The Nomination and remuneration committee consist of the following non-executive members. The Chairman being the Independent Director . The Committee had met once i.e., on 14^th February, 2022. The details of composition of the Nomination & Remuneration Committee are as under:-

The Stakeholders Relationship Committee shall act in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations, 2015

The Stakeholders Relationship Committee of your Company comprises of three members, out of which one being Non-Executive & Non-Independent Directors. During the financial year one meeting was held i.e. 14^th February, 2022 to consider& resolve the grievances of Security holders.

The details of composition of the Stakeholders Relationship Committee are as under:-

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015, the Company has framed a Vigil Mechanism/ Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy, if any. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at http://www.shentracon.com/pdf/v_mach.pdf

Pursuant to section 134(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI Listing Regulations, 2015, your company has a Risk Management framework to identify, evaluate business risk and opportunities. Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companys management systems, organizational structures, processes, standards, code of conduct and behaviours governs how the Group conducts the business of the Company and manages associated risks.

The Company is not required to form an internal complaint committee under section 4 of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed in the Company.

The Equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd., The Bombay Stock Exchange Association Ltd and Ahmedabad Stock Exchange Limited ( de- recognized). The Equity Shares of the Company are suspended in Bombay Stock Exchanges since 10.09.2001.

In terms of Regulation 25(7) of the SEBI Listing Regulations, 2015 the Company has conducted the Familiarization Program for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The same has been uploaded in Companys website and may be accessed at http://www.shentracon.com.

In accordance with the provisions of Section 134(3)(m) of Companies Act, 2013 the required information relating to the "Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and outgoing" are nil. Since there are no manufacturing activities in the company therefore no such data are available.

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review. Therefore, no disclosure is required to be included in this report.

Moreover, Formulation of Policy for determining material subsidiary is not required.

The Shareholders of the Company, at the AGM held on September 30, 2022, has appointed Messrs Chanani & Associates, Chartered Accountants, (FRN: 325425E) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 29th Annual General Meeting held on September 30, 2022 till the conclusion of the 34th Annual General Meeting of the Company.

The requirement of seeking ratification of the Members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 effective from May 07, 2018. Hence, the resolution seeking ratification of the Members for their appointment is not being placed at the ensuing Annual General Meeting (AGM).

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The statutory Auditor has not reported any incident of fraud to the Audit committee of the company in the year under review.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Key Audit Matters

The Statutory Auditors in their report have stated "Key Audit Matters" and the response of your Board of Directors with respect to the same and note no. 2.17 of financial statement are as follows:

1. Note number 2.17 regarding presentation of accounts on the basis applicable to going concerned although the companys net worth has been fully eroded due to accumulated losses including the loss for the year for the reasons as a stated in the note. In the event, the going concern assumption is vitiated; the financial statements may requires necessary adjustment. -In regard to this the Board would clarify that the company is exploring the possibilities to trade, run a unit on contract in same line of business and is thus maintaining the status of going concern.

2. As indicated in the financial in statements the company has accumulated losses and its net worth has been fully eroded, the company has incurred loss during the current year. These conditions, along with other matters set forth in notes to the financial statements indicate the existence of material uncertainty that make us significant doubt about the companys ability to continue as a going concern. However these financial statements of the company has been prepared on a going concern basis due to reasons stated in note no. 2.17- the Board would clarify that the company is exploring the possibilities to trade, run a unit on contract in same line of business and is thus maintaining the status of going concern.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed MIS. MR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

The Secretarial Auditors in their report have stated the following and the response of your Board of Directors with respect to the same are as follows:

• The Company has delayed in filing few documents with Stock Exchange for that it has partially complied with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- The Company shall comply with the provisions within the prescribed timeline going forward.

• The Companys shareholding of promoter(s) and promoter group are not held in dematerialized form- The Company have received ISIN facility from CDSL and have applied with NSDL. Once the ISIN activation done the promotor will initiate the process of dematerialisation.

• The Company has not paid listing fee of the Calcutta Stock Exchange Limited as per Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Due to financial crunch the company is unable to pay the listing fee of the said Exchange(s), also inspite of our following all the compliances and also after several representation and also after paying filling fees, our shareholders were deprived of their right to trade in the shares on the stock exchange , due to exchange being least interested in MSME.

• The Company has partially complied with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Depositories and Participants) Regulations), 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading Regulations, 2015 and the Company is suspended from the stock exchange BSE Ltd. due to penal reasons - The Company shall comply with the provisions within the prescribed timeline going forward and will take steps for removal of name from the suspension list ofBSE.

• The Independent directors are not registered with the Indian Institute of Corporate Affairs for inclusion of their name in the data bank consequently not passed any proficiency test according to Section 150 of the Companies Act, 2013- The Independent Directors shall be enrolled with the said institute in the due course of time.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company has appointed a person as Internal Auditor to undertake the Internal Audit of the Company for the F.Y. 2022-23. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31 ^st March 2023.

Pursuant to section 92(3) of the Companies Act, 2013, the annual return in the prescribed format can be accessed at http://www.shentracon.com

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

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations. Although, The Companys net worth has been fully eroded due to accumulated losses including the loss for the year, the Management is of the opinion that the Going Concern assumption is on the basis of foreseeable future.

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly . The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board, the internal audit report on quarterly basis and some are reviewed by the committee

Particulars of loans given, guarantees given and Investments made under the provisions of Section 186 of the Companies Act 2013 read with relevant applicable rules thereon as provided in the notes to the Financial Statements.

CL-2022-2023

Provisions of Corporate Social Responsibilities pursuant to Section 135 of the Companies Act 2013 read with relevant applicable rules thereon are not applicable to the Company.

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read relevant applicable rules.

During the year, the Company had not entered into any contract / arrangement I transaction with related parties thus disclosure relating to details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee for its approval.

Your Directors draw attention of the members to Note 2.20 to the Financial Statement which sets out related party disclosures.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and may be accessed at http://www.shentracon.com/pdf/mrpt.pdf

The Nomination & Remuneration Committee of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) and that of Committees pursuant applicable provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Share Transfer Committee, and Individual Directors (including Independent Directors and chairman) was evaluated.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors.

The information flow between your Companys Management and the Board is complete, timely with good quality and sufficient quantity.

In terms of provision of Section 134( 5) of the Companies Act, 2013, your Board of Directors to the best of their knowledge and ability state that:

I. In the preparation of the annual accounts for the financial year ended on 31 ^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. 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 of the company as at 31 ^st March 2023 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 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.

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.

The Board has laid down a Code of Conduct for all Board members and senior management of the Company Board members and senior management personnel have affirmed compliance with the Code for the financial year 2022-23 annexed as Annexure C.

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend since its incorporation and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report as "Annexure - D".

The CEO (Manager) and CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 33(2)(a) of the Listing Regulations for the year ended 31st March 2023 is annexed as

The provision related to corporate governance is not applicable to the company according to regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

There were no one time settlement made during the year, therefore the disclosures of the 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 is not applicable.

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.