Shree Nidhi Trading Company Ltd Directors Report

Dear Members,

Your Directora have pleasure in presenting the 41" Annual Report of the Company together with Audited Accounts fbr the year ended 31** March, 2023.

1. Financial Highlighta

The highl?ghts of the financial performance of the Company for the financial year ended 31" March, 2023 as compared to the previous financial year are as under: -

Particular?	2022-23	2021-22
Total Income	89.58	39.81
(Less).Total Expenditure	(86.93)	(56.09)
Profit/(Loss) before Exceptional & Extraordinary Items	2.65	(16.28)
Profit/(Loss) Before Tax	2.65	(16.28)
(Less): Provisi?n for Current Tax	(0.66)	-
Net Profit/(Loss) after Tax	1.99	(16.28)
(Less): Transfer to Statutory Reserve	(0.40)	-
Add/(Less): Brought forward from previous year	(14.51)	1.77
Balance carr?ed to Balance Sheet	(12.92)	(14.51)

2. Performance

(a) Annual Financial Resulte

The total Revenue from operations of the Company dur?ng the Financial Year 2022-23 was Rs.89.58 Lakh as compared to Rs. 39.81 Lakh for the previous financial year. The Profit before tax stood at Rs.1.99 Lakh as compared to Rs. 16.28 Lakh loss ?n the previous financial year.

(b) ?ames of compa??as wh?ch have become or ceased to be tts subsidiarles, Jolnt venturas or associate compa??as during the year

Dur?ng the year under revlew, the Company does not have any subsidiary or associate Companies ?or is associated with any joint ventures. Therefore, the disclosure pursuant to Rule 6 of file Companies (Accounts) Rules, 2014 is not applicable for the Company.

> The ?ames of companies whlch have become its subsidiarles during the period under review

None of the Companies have become Subsidiarles during the period under review.

3. Share Capital

Dur?ng the year under review, there has been no change in the Authorised or Pakl-up Share Capital. The Authorised Share Capital of the Company stands at Rs. 8,00,00,000/- divided into 80,00,000 Equity Shares of Rs.10 each. The Paid-up Share Cantal of the Company is Rs.7,79,37,000/- divided into 77,93,700 Equity Shares of Rs.10/- each.

Further, the Company has not issued:-

• Any Shares or other convertible secur?ties;

• Equity shares with d?fferential rights;

• Sweat Equity Shares;

• Employee Stock Options;

• Debentures, bonds or any non convertible securities;

• Warrants, during the f?nancial year under review.

4. Dividend

The Board of Directora has not recommended any dividend on the Equity Shares of the Company for the Financial Year ended 31 " March, 2023.

5. Reserves

During the year, the Company has transferred 20% of its Net profit to the Statutory Reserve maintained under section 45 IA of the Reserve Bank of India Act, 1934.

6. Accourrting Standards Followed By the Company

The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Acoounting Principies (GAAP) to comply with the IND-AS specified under Section 133 of the Companies Act,2013 read with the Companies (Aocounts) Rules, 2014 and the relevant provisions of the Act and the Guidelines prescribed by the RBt, as applicable.

7. Llsting

The Companys shares are Usted on the Calcutta Stock Exchange Limited (CSE) and BSE Ltd. The Company shares has been suspended from trading from CSE due to non-payment of Annual Listing Fees.

Further, the Company Equity Shares has been delisted from BSE Ltd. vide its Order 16^m June, 2023.

8. Corporate Governance Report

The Company has been voluntarily complying with the requirements of the code of Corporate Governance, as specified by SEBI to the extent feasible for the Company.

A sep?rate report on Corporate Governance is voluntarily fumished as a part of the Directora Report.

9. Extractofthe Annual Retum

In accordance with the Companies Act, 2013 ("the Act"), the Annual Retum in Form MGT-7 is uploaded on the website of the Company and can be viewed via the tink: www.shreenidhitrading.com

10. Number of Meetlngs of the Board

The Board of Directora of the Company met Ten (10) times during the Financial Year under review,

i.e, on 29.05.2022, 13.08.2022, 07.09.2022, 15.09.2022, 30.09.2022, 15.10.2022, 12.11.2022,

23.11.2022, 14.02.2023 and 01.03.2023.

All the Meetings were held in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and Secretaria! Standards I issued by the Instituto of Company Secretarles of India

SI. No. ?ame of the Directora	No. of Board Meeting entltled to attend	No. of Board Meeting attended
1. Rajesh Kurmi (DIN*01714280)-Chairperson	10 (Ten)	10 (Ten)
2. Mr. Tanumay Laha (DIN- 01731277)*	4(Four)	4(Four)
3. Sanjoy Pandit (DIN-05170101)	10 (Ten)	10 (Ten)
4. Anita Kharwar(DIN-Q9238210)	10(Ten)	10 (Ten)
5. Mr. Lal Chand Sharma (D1N-09314618)**	5(Five)	5(Five)

*Mr. Tanumay taha (DIN-01731277) res?gned lirom the Soard as a Managing Director w.e.f. 15* September, 2022 due to unavoidable drcumstances. The Board appreciated the guidance and contribution on various matter made by him during their tenure as a Managing Director of the Company.

**Mr. Lal Chand Sharma (DIN-09314618) was appointed as a Director and Managing Director of the Company w.e.f. 15** October,2022 and shall hold office upto the date of the ensuing Annual General Meeting of the Company or the last date on which the ensuing Annual General Meeting shall be held , wh?chever is earlier.

Further, one exclusive meeting of the Independent Directora, pursuant to Schedule IV of the Companies Act, 2013 and sub-regulation 3 of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(hereinafter referred to as "the Listing Regulations) was held on 14.02.2023.

The Meetings were held in accordance with the provisions of the Act and the Listing Regulations, 2015 and Secretarial Standards issued by the ICSI.

11. Disclosure pursuant to Section 177(8) of the Companies Act, 2013-Composition of the Audit Committee

The Audit Committee of the Company compr?ses of Two Non-Executive Independent Director and one executive director as on 31¹¹ March, 2023.The Committee is cha?red by a non-executive Independent Director, Mr. Rajesh Kurmi (DIN-01714280).

During the Financial Year under review, the Committee met 8 (Eight) times during the year i.e. on

28.05.2022, 13.08.2022, 07.09.2022, 15.09.2022, 15.10.2022, 12.11.2022 and 23.11.2022 and

14.02.2023. and all such meetings were held in accordance with the provisions of the Act and the Listing Regulations.

Requisite quorum was present at all meetings. The details are enumerated herein below:

SI. NO. ?ame of the Directora	No. of Audit Committee Meeting entitled to attend	No. of Audit Committee Meeting attended
1. Rajesh Kurm?(DIN-01714280))- Chairperson	8 (Eight)	8 (Eight)
2. Tanumay Laha(DIN-01731277) Ceasedw.e.f. 15.09,2022	4 (Four)	4 (Four)
3. Sanjoy Pandit (DIN-05170101)	8 (Eight)	8 (Eight)
4. Anita Kharwar (DIN-09238210) Appointed w.e.f.13.08.2022	7(Seven)	7(Seven)
5. Mr. Lal Chand Sharma (DIN-09314018) Appointed w.e.f. 15.10.2022	4 (Four)	4 (Four)

Further, the Board of Directora has accepted all the recommendations of the Audit Committee in the Financial Year 2022-23.

12. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of three Non-executive Independent Directors as on 31^sl March, 2023,

During the Financial Year under review, the Committee met Three (3) times i.e., on 07.09.2022, 15.10.2022 and 12.11.2022 and all such meetings were held in accordance with the provisions of the Act and the Listing Regulations.

Requisite quorum was present at ali meeting. The details are enumerated herein below:

Sl. No. ?ame of the Directora	No. of Nomination & Remuneration Committee Meeting entitled to attend	No. of Nomination & Remuneration Committee Meeting attended
1. Rajesh Kurml(DIN-017142S0) Chairperson	3 (Three)	3 (Three)
2. Sanjoy Pandit (DIN-05170101)	3 (Three)	3 (Three)
3. Anita Kharwar (DIN-09238210)	3 (Three)	3 (Three)

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of one -executive director and two Non-executive Independen! Directors as on 31⁵* March, 2023.

During the Financial Year under review, the Committee met two (2) times i.e., on 13.0fl.2022 and 15.10.2022 and all such meetings were held in accordance with the provisions of the Act and the Listing Regulations.

Requisite quorum was present at all the meetings. The details are enumerated herein below:

Sl. No. ?ame of the Directors	No. of Stakeholders Relationship committee Meeting entitled to attend	No. of Stakeholders Relationship committee Meeting attended
1. Rajesh Kurm?(DIN-01714280) Chairperson	2 (Two)	2 (Two)
2. Tanumay Laha (D1N-01731277) Ceased w.e.f. 15.09.2022	1 (One)	1 (One)
3. Sanjoy Pandit(DIN-05170101)	2 (Two)	2 (Two)
4. Anita Kharwar (DIN-09238210) Appointed w.e.f 13,08.2022	2 (Two)	2 (Two)
5. .al Chand Sharma {(DIN9324618) Appointed w.e.f 15.10,2022	1 (One)	1 (One)

14. Directors Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with sect?on 134 (5) of the Act, the Board of Directors, to the best of their knowledge and abllity, confirm that:

I. in the preparation of the annua! aocounts, the applicable accounting standards ha ve been fo?lowed and there are no material departures; ^{II. * * *}

II. they 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 at the end of the financial year and of the profit of the

Company for that period;

III. they have taken proper and sufficient care 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;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down ?nternal financial Controls to be followed by the Company and such internal financia! Controls are adequate and operating effeciively;

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

15. Declaration by the Independent Directora

Section 149(7) of the act requires every independent director to give a declaration that he/she meets the criteria of Independence, at the first Board Meeting of every financial year.

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directora.

Further, al! the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013

16. Policy on Directors Appointment & Remuneraron

Pursuant to the provisions of Section 178(4) of the Act read with the Rules made thereunder and as stipulated in regulation 19 of the Listing Regulation, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and has further formulated a policy relating to the remuneration for directors, key managerial personnel and other employees, which has been duly approved by the Board of Directors.

While formulating the Policy, the Nomination and Remuneration Committee has assured that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and mot?vate directora of the quality required to run the Company successfully;

b. The relationship of remuneration to performance ?s olear and meets appropriate benchmarks; and

c. The remuneration to Directors, key managerial personnel and s?nior management involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for the Financial Year 2021-2022. The shareholders may also visit the Companys website for the detaited Nomination and Remuneration Policy of the Company on Directors appointment and remuneration at http://www.shreen?dhitrading.com/Nominat?on&Remuneration-Policy,html.

17. Declaration by the Independent Directors and statement on compliance of Code of Conduct.

All the Independent Directora have furnished the Statement on Declaration of Independence under section 149 (6) of the Act and Regulation 16 of the Listing Regulations. Further, the Independent Directora have complied with the Code of independent Directors prescribed in Schedule IV to the Act.

18. Statement on compliance of Code of Conduct for Directors and s?nior management personnel.

The Corporate Governance Report contains a Declaration on compliance to the Code of Conduct by the Directors and S?nior Management Personnel of the Company ¹⁹

19. Auditors & Auditors report

A. Statutory Auditor*

M/s Arun Jain & Associates {Firm Registration No. 325867E), has fumished a certlficate of eiigibility ln t?rros of sectton 139 readwlth section 141 of the Act and the rules tremed thereunder.

B. Independent Auditor? Report

The Self Explanatory independent Auditor* Report does not contain any adverse remarks or qualifrcation.

C. Maintsnance of cost records

Maintenance of cost record as specified by the Central Government under sub section 1 of section 148 of Companies Act, 2013 is not required by the Company.

D. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneraron of Managerlal Personnel) Rules, 2014, the Board of Directora has appolnted CS Pankaj Kumar Modi (C.P. No.12472, Membershlp No. 28600), Company Secretary in Whole-time Practice, to undertake the Secretarial Audi of the Company for Financial Year 2022-2023.

E. Secretarial Audit Report

The Secretarial Audit Report is attached to the Directora Report in Annexun-1. The Report of the Secretarial Audit Report does not contain any adverse remark exceptthe fdlowing:-

1. In terms of section 203 of the Companies Act, 2013 read with the Rules made thereunder, the Company Secretary resigned w.e.f. 01* Match, 2023. However, the company Is act?vely engaged in the pnocess of identify?ng and appoint?ng the right candidato for the position of Key Managerial Personnel (KMP), part?cularty for the rote of Company Secretary.

2. Regulation 55A(1)ofSEBI (Depositories and Participants) Regulations, 1998, requires every issuer to submit to the Stock Exchanges, audit report by a prect?cing company secretary or qualif?ed chartered accountant on a quarterfy baste, for the purposes of reconc?iation of the total issued capital, the Company has not filad the report with the stock exchange for ail the quarter. However, the management has grven assurance that Regulation 55A for ail the quarters of Financial Year 2022-23 will he submitted by the company to the stock exchange shortly.

3. As per Regulation 40(10) of the Securities and Exchange Boart? of India (Listlng Ob?gations and Disdosure Requlrements) Regulations, 2015, the Company has not f?led certif?cate with the stock exchange for the year ended 31.03,2023. However, the menegement has grven assurance that Regulation 40(10) for all the quarters of Financial Year 2022-23 will be submitted by O?a company to the stock exchanga shortly.

4. As per Regulation 31 of the Securities and Exchange Board of India (Listlng Obtigations and Disdosure Requirements) Regulations, 2015, the Company has not f?led Shareho?ding pattem with tire stock exchange for the aii the quarters of the Financial Year 2022- 2023.However, the management has given assurance that Regulation 31 for all the quarters of Financial Year 2022-23 will be submitted by the company to the stock exchange shortly.

Board of Directors Comment:-

1. The Management of the Company has made the efltirts for appoint?ng the Whote Time Company Secretary of the Company to ensure the compliance of Section 203 of the Companies Act, 2013.

2. The Company will submit the statement of reconciliation of the Miare capital Regulation 55A (1) ofSEBI (Deposit?nos and Participants) Regulations, 1996 as the delay was inadvertent.

3. The Company will submit the cert?ficates under 40 (10) ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the delay ivas inadvertent.

4 The Company wil! submit the Shareholding Patterns for the ati the quarters under Reguiation 31 of the Secundes and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the delay ivas inadvertent.

20. Reporting of Fraud by Auditor

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any ?nstances of fraud committed ?n the Company by its Officers or Employees to the Audit Committee under section 143(12) ofthe Companies Act, 2013.

21. Particular of Loans, guarantees or investments under section 186

The provisions of Section 186 of the Act pertaining to granting of loans to any person or body corporate and giving of guarantees or providing security in connection with a loan to any other body corporate or persons are not applicable to the Company, since it is a Non Banking Financial Company, registered with Reserve Bank of India. Therefore, the Company is not required to provide any disclosure pursuant to Section 134(3)(g) of the Act.

22. Particular of contracts or arrangements with relatad parties referred to in sub-section (1) of section 188 ?n the prsscribed form

The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while pursuing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website,

Further, during the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

23. Maintenance of Cost Records/Cost Audit.

Maintenance of Cost Records/Cost Audit was not applicable on the Company during the financia! year under review.

24. State of Company Affairs & Future Outlook

The Company, a Non-Bank?ng Financial (Non-Deposit Accepting or Holding) Company, does not have any pubiic deposits as on 31March, 2023.

The total Revenue from operations of the Company during the Financial Year 2022-23 was Rs. 89.58 Lakh as compared to Rs.39.81 Lakh for the previous financial year. The Profit before tax stood at Rs. 1.99 Lakh as compared to, Rs. 16.28 Lakh loss in the previous financial year.

The core financia! activities of the Company comprises of providing of business loan to corporate and individu?is and investment ?n securities of ?odies corporate. Further, the Company is making all due efforts in achieving its business objectives ?n the mos? efficient manner and to recover from the loases of the Company by stabilizing its position as an NBFC.

25. Material Changes and commitrnents, 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 statementa relate and the date of the report.

No Material Changes and commitrnents affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this D?rectors Report.

26. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

In terms of Section 134 (3) (m) of the Act read with the Rules made there under, the Company has no activity relating to Conservation of Energy, Technology Absorption. There is no Foreign Exchange Earning and Outgo during the financial year,

Therefore, the Company is not required to make any disclosure as specified in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

27. Risk Management

In terms of Listing Regulations, though not mandatorily required, the Company has constituted a Risk Management Committee, the details of which are morefully provided in Corporate Governance Report forming par? of this Annual Report.

The Board of Directors in compliance with Section 134(3)(n) of the Act, and Listing regulations has approved the Risk Management Policy which provides for the Identification therein of elements of risk, which in the opini?n of the Board may threaten the existence of the Company. Further the policy is also available on Companys website http;//www.shreenidhitrading.com.

Pursuantto Schedule IV(II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in report?ng, evaluating and resolving risks associated with the business.

Further, in terms of Regulation 17(9)(b) of Listing Regulations, the Board of Directors ?s responsible forframing, implementing and monitoring the Risk Management Plan of the Company, and has have detegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee.

28. Policy on Corporate Social Responsibility (CSR) Enitiatives

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate Social Responsibility Committee orto undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3)(o) of the Act.

29. Manner of formal annual evaluation by the Board of its own performance and that of its committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, other applicable provisions ofthe Act, and various applicable clauses of the Listing Regulations, the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of ?ts various committees and individual directors is provided hereto:

a. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of the Independen! Directors and the Board. The Nomination and Remuneration Committee also identifies persons qualified to become directors and who may be appointed in s?nior management in accordance with the criteria laid down and recommends to the Board their appointment and removal and carnes out the evaluation of every directors performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Part D of Schedule II ofthe Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and eval?ate the performance of all the Board Committees.

Further, the Nomination and Remuneration Committee has fonmulated entena for determining qualifications posltive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are morefully described in the Corporate Govemance Repon.

Further, the Nomination and Remuneration Committee has aiso devised a Policy on Board Diversity in accordance with Regulation 19(4) of the ?sting Regulations.

b. Performance Evaluation of the individual directors

Pursuant to section 178{2) of the Act, the Nomination and Remuneration Committee of the Company carnes out the performance evaluation of the individual directors.

c. Board of Directors

A sep?rate meeting of the Independent Directors of the Company was held on 14/02/2022, pursuant to Clause Vil of Schedule IV to the Act and Regulation 25 of the Listing Regulations, for transading the following businesses as set forth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and non-executive diredors.

3. Assessment of the quaiity, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by the Nomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and fundions as specified in Clause II of Schedule IV to the Ad, help in bringing an objedive view in the evaluation of the performance of the Board and management,

The Independent Diredors expressed satisfadion over the performance of all the non-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the Listing Regulations, read with Part ? of Schedule II thereto the performance evaluation of the Independent Diredors is perused by the entire Board of Diredors, excluding the diredor being evaluated.

On the basis of the report of performance evaluation, the extensi?n of ?he term of appointment or its continuance ?n r?sped ofthe independent diredors is being considered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees, based on the Companys Performance Evaluation Policy.

30. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Diredors have adopted a Nomination and Remuneration Policy in terms of Section 178 of the Ad, read with Rules made thereunder and pursuant to Regulation 19 of the Listing Regulations read with Part D of Schedule II.

The Nomination and Remuneration Policy is available on the website of the Company at http://www.shreenidhitrading.com/Nomination&Remuneration-Policy.html ³¹

31. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board for effective decisi?n rnaking, and views diversity at the board level as an important element in strong corporate governance. Diversity encompasses diversity of perspective, experience, background, gender, age, ethnicity and geographtc background, psychological type and personal attributes. Appointments to the Board are made ?n the context of complementing and expanding the skills, knowledge and experience of the Board as a whole.

The Board has adopted the Board Diversity Policy which sets out the approach to diversity of Board of

Directors

The Board Diversity Policy ?s available on the website of the Company at httD7/www.shreenidhitradina.com/Policv-on-Board-Divers)tv.html

32. Directors & Key Managerial Personnel

a. Non-Executive & Executive Directors - Non-independent.

Mr. Tanumay Laha (DIN-01731277), Managing Director of the Company, resigned w.e.f.15.092022 due to unavoidable circumstances.

Mr. Lal Chand Sharma ((DIN9324618) appointed as a Managing Director w.e.f 15.10.2022 and and shall hold office upto the date of the ensu?ng Annual General Meeting of the Company or the last date on which the ensuing Annual General Meeting shali be held , whichever is earlier.

b. Non-Executive & Executive Directors - Independent.

Mr. Sanjoy Pandit (DIN-05170101), was appointed as an Additiona! Director (Non-Executive Independen!) of the Company w.e.f., 31/12/2020. ?n terms of section 160 ofthe Companies Act, 2013, the Board of Directors, have recommended his re-appointment as a Non Executive Independent Director pursuant to the provisions of Sections 149 and 152 ofthe Companies Act, 2013 for a term of five consecut?ve yearsw?th effect from the conclusi?n ofthe 39* Annuai General Meeting (AGM). The Members at the 39^m AGM held on 30¹¹¹ September, 2021 appointed him as a Non Executive Independent Director for five (5) consecut?ve years from the conclusi?n of the 39* AGM and not liable to retirement by rotation.

Further, Ms. Anita Kharwar (DIN: 09236210) has been appointed as an Additiona? Director (Non- Executive Independent Woman Director) w.e.f 14^m August 2D21. In terms of section 160 of the Companies Act, 2013, the Board of Directors, have recommended her appointment as a Non Executive Independent Director pursuant to the provisions of Sections 149 and 152 ofthe Companies Act, 2013 for a term of five consecut?ve years w?th effect from the conclusi?n of the 39* Annual General Meeting (AGM). The Members at the 39* AGM held on 30* September, 2021 appointed her as a Non Executive Independent Director for five (5) consecut?ve years from the conclusi?n of the 39* AGM and not liable to retirement by rotation.

Mr. Rajesh Kurmi (DIN 01714280) was re-appointed as a non-retiring Independent Director of the Company to hold office for a period of five consecut?ve years from the conclusi?n of the 37* AGM or til! such earlier date to conform w?th the policy on retirement and as may be determined by any applicable statutes, rules, regulations or guidelines.

c- Chief Financial Officer.

Mr. Avik Gupta ?s the Chief Financial Officer of the Company.

d. Compfiance Officer

Mr. Lal Chand Sharma is the Compliance Officer ofthe Company.

33. Changa in the natura businass:

There has been no change in the nature of business of the Company in ?he Financial Year under review

34. Details retating to deposits covered under Chapter V of the Act:

The Company has not accepted any deposits during the financia! year under review. No public deposits are outstanding or held by the Company as on 31^st March, 2023.

35. ?ames of Companies which have become or ceased to be the Companys Subsidiarles, Joint Ventures or Assoc?ate Companies during the year under review

The Company does not have any subsidiary or Joint Venture or Assoc?ate Companies.

There was no new ?nstance of any company having become to be the Companys Subsidiarles or Joint Ventures or Associates Companies during the year under review.

There was no new ?nstanos of any company ceased to be the Companys Subsidiarles or Joint Ventures during the year under review,

36. Frauds

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014

37. Detaits of significant and material orders passed by the regulators or courts or tribunal? impacting the going concern status and the Companys future operations:

There were no significan! material orders passed by the Regulators ) Courts which would ?mpact the going concern status of the Company and its future operations in the concerned financia! year.

38. Details in respect of adequacy of internal financial Controls with reference to the Financial Statements.

The Company has an established Interna! Financial Control framework including interna) Controls over financial reporting. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee.

In this connect?on, the Audit Committee in coordination with the internal Audit Department periodicaliy reviews the following:

a. Transact?ons are executed in accordance with the managements genera! or specific authorization;

b. All transact?ons are promptly recorded in the correct amount in the appropriate accounts and in the account?ng period in which they are executed so as to permit prepararon of financia! information within a framework of recognized account?ng policies and practices and relevant statutory requirements, if any,

c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access , use or disposition

Thus, the audit committee ensures that there is a direct reiationship between the Companys objectives and the internal financia! Controls it implements to provide reasonable assurance about their achievement. Suggestions for improvement are considered and the audit committee follows up on correct?ve action, The audit committee also meets statutory auditors of the company to ascertain, ?nter alia, their views on the adequacy of interna! control systems and keeps the board of directors ?nformed of its major observations periodicaliy. ³⁹

39. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding Conservaron of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

a. Conservation of Energy:

The Company has no activity relating to conservation of energy.

b. Technology Absorption:

In terms of Sect?on 134 (3) (m) of the Compantes Act, 2013 read with the Rules tr?ade there under, the Company has no activity relating to Technology Absorption. Further, the Company has not entered into any technology transfer agreement.

c. Foreign Exchange Earnings and Outgo:

The Company does not have Foreign Exchange Earnings and outgo during the financial year under review.

Therefore, the Company ?s not required to make any d?sclosure as specified in Section 134 (3)

(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014,

40. Manner of formal annual evaluation of the performance of the Board, its Committees and that of its individual directors.

The manner of formal annual evaluation of the performance of the Board, its committees and that of the individual directors is more fuliy described in the Corporate Governance Report which is annexed to the Directors Report, The evaluation is perused on the basis of the Companys performance evaluation policy

41. D?sclosure pursuant to Rule 5 of the Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014:

The Company has no employee whose remunerat?on exceeds the limit prescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014.

Further, various disclosures pursuant to the section 197 read with Rule 5{1) of The Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014 are provided herein below:

In computing the various parameters, Gross Salary has been considered. Gross Salary of the employees primarily encompasses Salary, allowances and perqu?s?tes.

I. Ratio of Remunerat?on of each director to the median remunerat?on of the employees of the company for the financial year.

Directora	Ratio of Remunerat?on to Median Remunerat?on
Mr. Tanumay Laha- Executlve Non-lndependent Managing Director. Ceased w.e.f.15.09.2023	0,27 (approx.)
Mr. Rajesh Kurmi -Non-Executive Independent Director	No remuneration or sitting fees was paid
Mr. Sanjoy Pandit -Non-Executive Independent Director	No remuneration or sitting fees was paid
Mrs. Anita Kharwar - Non-Executive Independent Director	No remunerat?on or sitting fees was paid
Mr. Lal Chand Sharma - Executive Non-lndependent Managing Director.Appo?nted w.e.f-15,10.2022	No remuneration or sitting fees was paid

II. The percentage increase in the remunerat?on of each Director, Chief Financial Officer, Chief Executlve Officer, Company Secretary or Manager, If any, in the financial year.

Directora, Chief Executive Officer, Chief Financial Officerand Company Secretary	% increase In remuneration in the Financial Year
Mr. Tanumay Laha -Executive Non-lndependent Managlng Director Ceased w.e.f.15.09.2023	No Increase in remuneration
Mr. Rajesh Kurmi- Non-Executive Independent Director	No remuneration or sitting fees was paid
Mr. Avik Gupta-Chief Financial Officer	No increase in remuneration.
Mr. Sanjoy Pandit -Non-Executive Independent Director	No remuneration or sitting fees was paid
Mra. Anita Kharwar - Non-Executive Independent Director	No remuneration or sitting fees was paid
Mr. Lal Chand Sharma - Executive Non-lndependent Managlng Director.Appointed w.e.f-15.10.2022	No remuneration or sitting fees was paid
Ms. Garima Chorar?a - Company Secretary- Appointed w.e.f. 12.11.2022 and ceased w.e.f. 01.03.2023	No increase in remuneration

III. The percentage increase in the median remuneratlon of the employees In the financial year.

There has been no increase in the median remuneration of the employees in the Financial Year

IV. The number of permanent employees on the rolle of the company.

As on 31⁸ March, 2023, there are Seven (7) Employees on the ralis of the Company.

V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the laet financial year and its comparison with the percentile increase in the managerial remuneration and justificaron thereof.

There was no such increase in the salaries of employees in the last financial year.

VI. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directora hereby affirms that the remuneration paid to all directora, Key Managerial Personnel i$ in accordance with the Nomination and Remuneration Policy of the Company.

42. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders {inciuding Directora and employees) to report unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides adequate safeguards against victimization of D?rector(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Pratected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

The Company hereby affirms that no Director/employee have been denied access to the Audit Committee and that no complaints were reoeived during the year Whistle Blower Policy.

The Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Govemance Report and also disclosed on the Companys website.

43. Insider Tradlng

The Company has put in place following Codes purauant to the SEBI (Prohibition of Insider Trading) Regulations, 2015:

a. Code of Practicas and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

b. Code of Conduct to Reg?late, Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

44. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fund, in accordance to the provisions of the Companies Act, 2013 and the Rules made thereunder.

46. Groen Initiative

To support the ‘Green Initiative in the Corporate Govemanoe taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive ali documents, notices, including Annual Reports and other Communications of the Company, investors shoutd register their e-mail addresses with M/s. Niche Technologies Pr?vate Ltd., if shares are held in physical mode or with their DP, if the holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are reglstered with the Company/Depository Participant(s),For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Mr. Lal Chand Sharma, Exeeutive Non-independent Managing Director (DIN: 09324618).

Pureuant to Sectron 108 of the Act read with the Rules 20 of the Companys (Management and Administraron) Rules 2014 and the applicable provislon(s) of the Usting Regulations, the Company is prov?ding e-voting facility to all the members to enable them to cast their votes electronicaily on all the resolutions set fbrth in the Notice.

46. Complianc? to the Sexual Harassment of Women at Workplace (Prevention, Prohibitlon, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibitlon, and Redressal) Rules, 2013.

The Company believes in creating a safe environment for the employees whieh is free from any discriminaron. The rights to work with dignity are universally recognised human rights by infemational conventions and Instruments such as Convention on the Elimination of all Forms of Discrimination against Women.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Intemal Compiaints Committee to iook Into the matters relating to sexual harassment at workplace.

Ms. Anita Kharwar (DIN- 09238210), Non-Executive Independent Woman Director, is the Presiding Officer of the Committee. In the event of any sexual harassment at workplace, any woman employee of the Company may lodge complaint to Ms. Anita Kharwar (DIN- 09238210) in writing or electronicaily through e-mail at: shreenldhico@yahoo.com

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitlon and Redressal) Act, 2013.

47. General

No disclosure or reporting is required in respect of the fbllowing ?tem as there were no transactions on these ?tems during the year under review:

a. Details of share as per Employees Stock Option Scheme I Sweat Equity Shares / Equity Share with differential voting rights.

The Company has not issue any shares as per Employees Stock Option Scheme/Sweat Equity Shares/ Equity Shares with differential voting rights.

b. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financ?al year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014.

There were no such instances during the financiai year under review.

48. Managements Discussion and Analysis

In accordance with the listing requirement, the Managements Discussion and Analysis is presented in a sep?rate section and forms part of this Report.

49. Acknowledgement

The D?rectors would like to place on record their gratitude for the valuable guidance and support received from the RBI, Securities and Exchange Board of India, Registrar of Companies and from other government and reguiatory agencies and to convey their appreciation to the company. They look forward to the continued support of al! the stakeholders in the future and appreciate and valu? the contribution rnade by every member of the Company.

The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.

Place Kolkata	On Behalf of ths Board of Directors
Dated . 05.09.2023	For Shree Nidhi Trading Co. Limited
	Lal Chand Sharma	Rajesh Kurmi
	Managing Director	Director
	DIN -09324618	DIN - 01714280