Shree Manufacturing Company Ltd Directors Report

The financial statements for the year ended 31^st March, 2024 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

The balance of Profit & Loss statement amounting to Rs. (-33.60) Lakhs. The total reserves for the financial year 2023-2024 is Rs. (-1083.07) Lakhs

The total paid up capital of the Company as on 31^st March, 2024 is Rs. 8,30,02,770/- comprising of 83,00,277 Equity Shares of Rs. 10/- each.

Your Company is fully aware and well positioned to tab market opportunities. We would like to add that Management is looking forward to an optimistic year 2024-2025 and we appreciate all our stakeholders for their faith in the Company especially during these challenging times. We are optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater heights and achieving many more successes in the years to come.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

No change in the nature of business activities during the year.

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31^st March, 2024 and the date of this Directors Report i.e. 30^th August, 2024 except as mentioned in this Report.

10. MEETINGS

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and exemptions given, if any.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee.

12. COMMITTEES OF THE BOARD

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Companys financial reporting process.

*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain was appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for Audit Committee. ** Mr. Vishal Dedhia, Director of the Company Resigned from the Audit Committee w.e.f. 30-08-2024 and

Ms. Prajakta Mestry, Director of the Company is appointed as Member of the Audit Committee w.e.f. 30-08-2024.

*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain was appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for NRC. ** Mr. Vishal Dedhia, Director of the Company Resigned from the NRC w.e.f. 30-08-2024 and Ms. Prajakta Mestry, Director of the Company is appointed as Member of the NRC w.e.f. 30-08-2024.

Shareholders Grievances Committee consists of three directors. The Committee, inter-alia, deals with various matters relating to:

Transfer/transmission of shares;

Issue of duplicate share certificates;

*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain was appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for SKC. ** Mr. Vishal Dedhia, Director of the Company Resigned from the SKC w.e.f. 30-08-2024 and Ms. Prajakta Mestry, Director of the Company is appointed as Member of the SKC w.e.f. 30-08-2024.

13. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP, Senior Management and their remuneration.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have 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.

d) The directors have prepared the annual accounts on a going concern basis.

e) 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.

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. AUDITORS

Laxmi Tripti & Associates, Chartered Accountant Firm (FRN: 009189C) as the Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 52^nd AGM of the Company to be held in the year 2029.

16. AUDITORS REPORT

The Board has duly examined the Statutory Auditors report on accounts which is self-explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Payal Tachak, Proprietress of M/s. Payal Tachak & Associates, Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. The report of the Secretarial Auditors is enclosed as Annexure to this report. Secretarial Auditors observation and Managements explanation to the Auditors observation

a) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 and Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 Publication of Results audited and unaudited in newspaper, Voting Through Electronic means, News Paper Advertisement for Book Closure. The Company has not been complying that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

b) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015 Payment of Annual Listing Fees to Stock Exchange within 30 days from Financial Year end. The Company did not have adequate funds to pay full Listing Fees at stipulated time, so Company had made delayed payment for 2023-2024.

c) The Composition of the Nomination & Remuneration Committee is not adequate and proper as required under Section 178(1) of Companies Act, 2013 and under Regulation 19(1)(b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Company has appointed 2 Independent Directors and have reconstituted the Committees of the Board.

d) Composition of Board of Directors is not aligned with the Section 152 of the Companies Act, 2013.

Company has appointed 2 Independent Directors to meet the Compliance requirements and for the better Composition of the Board.

18. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

19. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.

20. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

21. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Companys website.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are nil during the year under review.

23. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Companys internal control system is commensurate to the size, scale and complexities of its Operations.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.

26. LISTING WITH STOCK EXCHANGES

The Company is listed on BSE Limited and Calcutta Stock Exchange Limited (CSE). The Company is currently suspended on Calcutta Stock Exchange.

27. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There are no contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

2. Your Company has not provided Loans, Guarantees or made Investment pursuant to Section 186 of the Companies Act, 2013;

3. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

4. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

5. The Company has not accepted deposits covered under Chapter V of the Act;

6. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

7. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 of the Listing Regulation, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

8. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. ACKNOWLEDGEMENTS