shilp gravures ltd Directors report

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 (the Act) and the Rules framed thereunder during the year under review.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - A.

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys auditors confirming the compliance is provided in the Separate Report on Corporate Governance, which forms part of the Annual Report.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report. Certain statement of the said report may be forward looking. Many factors may affect the actual results, which could be different from what the directors envisage in terms of performance and outlook.

11. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513709. The Company confirms that the annual listing fees to stock exchanges for the financial year 2023-24 have been paid.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL: 12.1. Director liable to Retire by Rotation

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Monica Hemal Kanuga (DIN: 06919996) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for reappointment. The Board recommends her appointment as Director of the Company retiring by rotation.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of the 30th Annual General Meeting of the Company.

12.2. Declaration by Independent Directors

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance, strategy, auditing, tax and risk advisory services; and they hold high standards of integrity.

The Independent Directors met on March 20, 2023, without the attendance of Non-Independent Directors and members of the Management.

12.3 Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Ambar Patel - Managing Director

2. Mr. Roshan Shah - Chief Executive Officer

3. Mr. Rajendra Gandhi - Chief Financial Officer

4. Mr. Harsh Hirpara - Company Secretary

Mr. Amit Agrawal - Chief Financial Officer and Mr. Bharat Patel - Company Secretary, has resigned from respective position w.e.f. 31^st October, 2022 The Board placed on record its sincere appreciation for the contribution made by them over the years.

Consequent to the above resignation and based on the recommendation of the NRC and approval of the Audit Committee, the Board of Directors of the Company, had appointed Mr. Rajendra Gandhi, Chief Financial Officer and based on the recommendation of the NRC, the Board of Directors of the Company, had appointed Mr. Harsh Rameshbhai Hirpara, Company Secretary and Compliance Officer w.e.f. 10th November, 2022 continued to be the Key Managerial Personnel of your Company.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023, and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;

e) that the internal financial controls followed by the Company are adequate and has been operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

14. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year, four (4) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of the Annual Report. The Company has the three (3) Board-level Committees viz Audit Committee, Nomination and Remuneration

Committee, Stakeholders Relationship Committee, which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Committee meetings were held during the year, including Audit Committee four (4) and Stakeholders Relationship Committee (2) and Nomination and Remuneration Committee (2) during the year. The details with respect to the composition, terms of reference, number of meetings held, etc. of the Board and Committees are included in the Report on Corporate Governance, which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

The Company has a Wholly Owned Subsidiary in the name of "Etone India Private Limited" (hereinafter referred as WOS) and same was a material subsidiary of the Company, as per Listing Regulations. The Secretarial Audit Report of material subsidiary is also annexed to this annual report as per regulation 24A of the Listing Regulations. Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary in Form AOC-1 is given in Annexure-B.

The Company is in compliance with Regulation 24 of the Listing Regulations. The Policy of material subsidiary has been uploaded on the Companys website and can be accessed at https://www.shilpgravures.com/Investorsrelations/policies.

The Company does not have any Associate or Joint Venture within the meaning of Section 2(6) of Companies Act, 2013 ("ACT").

16. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards prescribed under section 133 of the Companies Act, 2013 form part of this annual report. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the website of the company. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

17. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior. No person has been denied access to the Audit Committee. During the year under review, there was no case of whistle blowing. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and as per the Regulation 22 read with Regulation 4(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has formulated whistle blower policy which is available on Companys website at https://www.shilpgravures.com/Investorsrelations/policies.

18. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year and under review are set out in Annual Report on CSR Activities as Annexure C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy and the same is uploaded on the website of the Company and can be accessed at https://www.shilpgravures.com/Investorsrelations/policies.

19. NOMINATION AND REMUNERATION POLICY:

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company and can be acces sed at https:// www.shilpgravures.com/Investorsrelations/policies. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

20. FORMAL ANNUAL EVALUATION:

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report.

21. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year March 31, 2023 is uploaded on the website of the Company and can be accessed at https://www.shilpgravures.com/investorsrelations/financials/annualreturn.

22. RELATED PARTY TRANSACTIONS:

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Companys website at https://www.shilpgravures.com/Investorsrelations/policies. As required under Regulation 23 of the Listing Regulations, the Audit Committee has defined the material modification and has been included in the said Policy.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-23 (including any material modification thereof), were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2022-23 and hence the same is not provided. The details of the transactions with related parties during FY 2022-23 are provided in the accompanying financial statements.

23. INTERNAL FINANCIAL CONTROLS:

The Companys internal financial controls are commensurate with the scale and complexity of its operations. The Directors had laid down internal financial controls to be followed by your Company and such policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically. The Statutory Auditors have provided their report on internal financial control which is annexed hereafter.

24. RISK MANAGEMENT:

The Risk Management Committee as per Regulation 21(5) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization. However, your Company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment etc. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis from time to time by the Board of Directors.

25. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.

26. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

27. INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing Financial Statements.

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively relating to Meetings of the Board and its Committees.

29. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven consecutive years within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

The details are available on Companys website at https://www.shilpgravures.com/investorsrelations/shareholderinformation.

30. EQUAL OPPORTUNITY EMPLOYER:

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. No complaints pertaining to sexual harassment of women employees from any of the Companys locations were received during the year ended March 31, 2023.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-D.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

33. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the financial year 2022-23.

34. COST RECORDS:

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2022-23 as required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. However, the appointment of Cost Auditor for undertaking audit of the cost records of the company is not applicable to your Company.

35. AUDITORS:

35.1 Statutory Auditors:

M/s. Shah & Shah Associates, Chartered Accountants (Firm Registration No-113742W), Ahmedabad are the Statutory Auditors of the Company. The Board of Directors of the Company at their meeting held on 13th May, 2023, based on the recommendation of the Audit Committee, reappointment of M/s. Shah & Shah Associates, Chartered Accountants (Firm Registration No-113742W) as the Statutory Auditors of the

Company for the second term of five consecutive years i.e. from F.Y. 2023-24 to F.Y. 2027-28 who shall hold the office from the conclusion of ensuing 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013. The Statutory Auditors have confirmed their eligibility and qualifications required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). Further, there has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors Report is enclosed with the financial statements in this Annual Report.

35.2 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Mrs. Monica Kanuga, Practicing Company Secretary (FCS.:3868, CP No. 2125) as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2023. The Secretarial Audit Report for financial year 2022-23 in Form MR-3 is annexed, which forms part of this report, as Annexure-E. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

35.3 Internal Auditors:

The Board of Directors appointed M/s. K. J. Patel & Associates, Chartered Accountants, as Internal Auditors of the Company for the F. Y. 2022-23.

35.4 Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

36. Proceedings Pending under the Insolvency and Bankruptcy Code ("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year even upto the date of this report.

37. 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

No such instance of One-time settlement or valuation was done while taking or discharging loans from the Banks/ Financial institutions occurred during the year.

38. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

39. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious relations at all levels throughout the year. Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companys resources for sustainable and profitable growth.