Shrenik Ltd Directors Report.

To,

The Members,

SHRENIK LIMITED

(Formerly known as Shrenik Private Limited & Shrenik Tradelink Private Limited)

Ahmedabad.

Dear Members,

Your Directors are pleased to present the Sixth Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2018.

1. Financial Result.

The financial performance of the Company for the Financial Year ended on 31st March, 2018 and for the previous financial year ended on 31st March, 2017 is given below:

(Amount in Rs.)

Particulars 2017-2018 2016-2017
Revenue from Operations
a. Sale of Products 591,24,82,632 426,34,33,448
b. Other Operating Revenues 1,98,31,763 1,31,07,492
Total 593,23,14,395 427,65,40,941
Other Income:
Interest Income 49,01,570 21, 96,915
Foreign Exchange Fluctuation 3,88,62,066 19,29,351
Rate Difference - 1,07,080
Other Miscellaneous Income - 96,978
Total other Income 87,87,776 43,30,324
Total Revenue 594,11,02,171 428,08,71,265
Total Expenses (581,95,21,738) (421,54,41,850)
Profit Before Exceptional and Extra Ordinary Items and Tax 12,15,80,433 6,54,29,415
Exceptional Items - 7,02,783
Profit before Extra -Ordinary items and Tax/ Profit Before Tax 12,15,80,433 6,47,26,632
Tax Expense: Current Tax 4,21,61,560 2,25,00,000
Deferred Tax 2,96,696 37,402
Prior period Adjustment 13,692 3,44,305
Total Tax expense (424,71,948) (2,28,81,707)
Profit for the Period 7,91,08,484 4,18,44,925
Provision for Proposed Dividend including tax 2,39,30,016 -
Provision for Corporate Social Responsibility (CSR) 8,67,731 -
Profit for the year carried to Reserves & Surplus 5,43,10,737 4,18,44,925
Earning Per Share (EPS)
Basic 4.20 2.79
Diluted 4.20 2.79

2. Operations.

The Company continues to see marginal growth in its overall performance in the financial year 2017-18 driven by the performance of the segment in which the Company operates. The total income of the Company increased to Rs. 594,11,02,171/- from Rs. 428,08,71,265/- in the previous year at a rate of 38.78%. The profit before tax amounted to Rs. 12,15,80,433/- as against Rs. 6,47,26,632/- in the previous year. The net profit after tax was increased to Rs. 7,91,08,484/- as against Rs. 4,18,44,925/- in the previous year.

3. Change in Nature of Business, if any.

There were no changes in the nature of business of the Company during the year under review.

4. Annual Return.

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1.

5. Board Meetings and Attendance.

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters. The Notices of the Board Meetings are given well in advance to all the Directors of the Company. Additional meetings were held depending upon the requirements of the Company.

During the year under the review, the Board of Directors met 15 (Fifteen) times and the Board Meetings were held as on the following dates:

Sr. No Date of the Board Meeting
1. 11th April, 2017
2. 24th April, 2017
3. 11th May, 2017
4. 14th June, 2017
5. 19th June, 2017
6. 28th June, 2017
7. 30th June, 2017
8. 13th July, 2017
9. 14th July, 2017
10. 19th August, 2017
11. 15th September, 2017
12. 2nd November, 2017
13. 14th November, 2017
14. 20th January, 2018
15. 13th March, 2018

Attendance of the Directors:

Sr. No. Name of the Director

No. of Board Meeting

Held Attended
1. Mr.Shrenik Vimawala 15 15
2. Mr. Rishit Vimawala 15 15
3. Mr. Kaivan Vimawala 15 15
4. Mrs. Himaben Vimawala 15 15
5. Mr. Ashish Modi 15 13
6. Mr. Devarsh Shah 15 15

6. Directors Responsibility Statement.

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on March 31, 2018 the applicable accounting standards have been followed and there are no material departure from the same,

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the financial year ended on March 31, 2018,

c. 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,

d. The directors had 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 are operating effectively and

f. 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.

7. Comment on Auditors Report.

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report for the financial year ended on March 31, 2018.

8. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013.

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

9. Particulars of Contracts or arrangements made with Related Parties.

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in ordinary course of Business and on arms length basis. Details of the transactions pursuant to compliance of Section 134(3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-2

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

10. The State of Companys Affairs.

During the year under review the Company has put all its efforts in serving required products to all its customers on time. The turnover of the Company during the reporting period amounted to Rs. 594,11,02,171/- The Directors are thankful to all its suppliers for on time delivery of the products. The effort of our suppliers is the backbone of our Company.

The Company has tried and will keep the efforts on to associate as many customers as possible. The Directors wish to inform the stakeholders that during the reporting period that is financial year 2017-2018, Company has gained distributorship of Shah Pulp & Paper Mills Limited and N R Agarwal Industries Limited. Apart from these two distributorships, the Company continues to serve Ballarpur Industries Limited, Tamilnadu Newsprint and Papers Limited and Asia Pulp and Paper (Indonesia & China) as its Distributors.

With the Company having its equity shares listed on the Emerge Platform of National Stock Exchange of India Limited since July 18, 2017, the Directors are glad to inform that the Stock price performance of the Company has been good throughout the year. The Directors are grateful for the absolute support they have received from the Shareholders of the Company.

With this information, the Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years. The Directors express their gratitude towards the stakeholders for all the support the Company has received from them and hope that the Company continues to receive the same support in the coming future.

11. Internal Financial Control Systems and their Adequacy.

The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

12. Reserves.

The Company has a Closing Balance of Rs. 34,69,38,632/-(Rupees Thirty Four Crore Sixty Nine Lakh Thirty Eight Thousand Six Hundred and Thirty Two Only) as Reserve and Surplus as on 31.03.2018.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No Particulars Amount (in Rs.)
1. Balance atthe beginning of the year. 9,46,27,895/-
2. Current Years Profit 5,43,10,737/-
3. Amount of Securities Premium 19,80,00,000/-
Total 34,69,38,632/-

13. Dividend.

Considering the Companys performance the Board of Directors has recommended a dividend of Re. 1/- per equity share (10%) of the face value of Rs. 10/- each for the financial year ended 31st March, 2018 amounting to Rs. 2,39,30,016/- (Inclusive of Dividend Distribution Tax of Rs. 35,30,016/-). The dividend payout is subject to approval of Shareholders at the ensuing 6tn Annual General Meeting.

14. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relates and the Date of the Report.

Apart from the change as mentioned below, no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relates and up till the date of Report.

Board of Directors in their meeting held on 12th May, 2018 approved the Sub-division (Stock Split) of equity shares of face value of Rs. 10/- each into 5 equity shares of face value of Rs. 2/- each subject to approval of the shareholders in the 6th Annual General Meeting of the Company w.e.f. a record date to be fixed by the Board in this regard.

15. Conversion of the company.

During the year, the Company has been converted from Private Limited Company to Public Limited Company and necessary fresh certificate to that effect has been issued by Deputy Registrar of Companies, Ahmedabad dated 3rd April, 2017. Consequent to conversion of the company the name of the Company changed from Shrenik Private Limited to Shrenik Limited.

16. Initial Public Offer.

During the year under review, the Company came out with an Initial Public Offering of 54,00,000 Equity Shares at face value of Rs. 10/- and a premium of Rs. 30/- per share.

Your Directors are pleased to inform that Company had successfully completed its Initial Public Offer. The issue was oversubscribed by 3.01 times.

The Company received the trading approval for total 2,04,00,000 Equity Shares on EMERGE SME Platform of NSE Limited with effect from 18th July, 2017 having the symbol "SHRENIK"

The Company confirms that the annual listing fees to NSE Limited for the financial year 2018-19 has been paid.

17. Transfer to the Investor Education and Protection Fund.

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as stated below:

A. Conservation of Energy-

1. The steps taken or impact on conservation of energy

The Company applied strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The day to day consumption is monitored in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy.

Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipment.

Company has not made any capital investment on energy conservation equipment.

B. Technology absorption-

The Company has no activities relating to technology absorption. Hence nothing is to be reported here.

C. Foreign Exchange Earnings and outgo-

Particulars 2017-2018 2016-2017
(Amount in Rs.) (Amount in Rs.)
Foreign exchange earnings in terms of actual inflows - Nil
Foreign exchange outgo in terms of actual outflows 56,31,88,616/- 27,62,39,800/-

19. Statement concerning development and implementation of the Risk Management Policy of the Company.

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

20. Details of Policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives.

Main policy of our Corporate Social Responsibility Activities is to mobilize the financial resources of the business, to educational trusts, vocational skill imparting trusts and hunger eradicating trusts in order to support their working. We highly believe in returning back the favour to the Society. We believe that Education and vocational trainings play the major role in making a human self-sufficient and hence Educational Activities and Imparting of Vocational skills are the areas of major concern as per the Corporate Social Responsibility (CSR) Policy of the Company.

The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy may be accessed on the Companys website at the link www.shrenik.co.in .

The major areas of executing the Corporate Social Responsibility of the Company, as per the policy, is Promotion of Education of the underprivileged section of the Society through implementing trusts or agencies and any other activity falling within the scope of Schedule VII to the Companies Act, 2013.

During the year, the Company has spent Rs. 5,28,000/- (being 2% of the average net profits of last three financial years) on Corporate Social Responsibility (CSR) activities. The Annual Report on CSR activities is annexed herewith marked as Annexure 3 to the Boards Report.

21. Directors and Key Managerial Personnel:

Independent Director

The Company was required to appoint Independent Directors in accordance with the provisions of the Companies Act, 2013 in the financial year 2017-18 pursuant to its conversion into a Public Limited Company.

The Board of Directors appointed Mr. Ashish Modi (DIN: 02506019) and Mr. Devarsh Shah (DIN:06954437) as Additional (Non-executive) Independent Directors on the board w.e.f 11th April, 2017. Their appointment was approved by the Shareholders of the Company in their Fifth Annual General Meeting dated 10th May, 2017 as the Independent Directors. Both the Independent Directors have been appointed to hold office for 5 (five) consecutive years w.e.f. 11th April, 2017 to 10th April, 2022.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

Non- Executive Non Independent Director

The Company was required to appoint Non-Executive Director in accordance with the provisions of the Companies Act, 2013 in the financial year 2017-18 pursuant to its conversion into a Public Limited Company.

The Board of Directors appointed Mrs. Himaben Vimawala (DIN: 05132544) as Additional Non-executive Director on the board w.e.f 11th April, 2017. The appointment was approved by the Shareholders of the Company in their Fifth Annual General Meeting dated 10th May, 2017 as a Non-Executive Director.

Change in designation of Directors

Mr. Shrenik Vimawala, Chairman and Managing Director

Pursuantto conversion of the Company from Private Limited Company to Public Limited Company, it was necessary to have such composition of Board of Directors as is required under Companies Act, 2013 and the Rules made there under. Therefore during the financial year 2017-18 the following changes in the designation of the Directors were effected:

Designation of Mr. Shrenik Vimawala changed from Director to Chairman and Managing Director in the Board Meeting dated ll" April, 2017 which was approved by the Shareholders in their Fifth Annual General Meeting dated 10thMay, 2017 for a period of 5 (five) years commencing from 11th April, 2017 to 10,h April, 2022. Mr. Shrenik Vimawala shall be liable to retire by rotation.

Mr. Shrenik Vimawala who retired by rotation in the previous Annual General Meeting was reappointed by the shareholders of the Company in that meeting.

Mr. Rishit Vimawala, Whole Time Director

Designation of Mr. Rishit Vimawala changed from Director to Whole Time Director in the Board Meeting dated 11th April, 2017 which was approved by the Shareholders in their Fifth Annual General Meeting dated 10th May, 2017 for a period of 5 (five) years commencing from 11th April, 2017 to 10th April, 2022. Mr. Rishit Vimawala shall be liable to retire by rotation.

Mr. Rishit Vimawala, liable to retire by rotation and being eligible, seeks reappointment in the Sixth Annual General Meeting of the Company.

Mr. Kaivan Vimawala, Whole Time Director

Designation of Mr. Kaivan Vimawala changed from Director to Whole Time Director in the Board Meeting dated 11th April, 2017 which was approved by the Shareholders in their Fifth Annual General Meeting dated 10,t May, 2017 for a period of 5 (five) years commencing from 11th April, 2017 to 10th April, 2022. Mr. Kaivan Vimawala shall be liable to retire by rotation.

Chief Financial Officer

During the year under review, Mr. Virendra Vasantlal Surti was appointed as the Chief Financial Officer of the Company pursuantto the provisions of Companies Act, 2013.

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No Name Designation DIN
1. Mr. Shrenik Sudhirbhai Vimawala Chairman and Managing Director 03474255
2. Mr. Rishit Shrenikbhai Vimawala Whole-time Director 03474249
3. Mr. Kaivan Shrenikbhai Vimawala Whole-time Director 06514171
4. Mrs. Flimaben Shrenikbhai Vimawala Non- Executive Woman Director 05132544
5. Mr. Ashish Harishkumar Modi Independent Director 02506019
6. Mr. Devarsh Muktesh Shah Independent Director 06954437
7. Mr. Virendra Vasantlal Surti Chief Financial Officer -
8. Ms.Madhulika Mishra Company Secretary -

Mr. Naman Ajitbhai Andrapiya was appointed as the Non-Executive Director of the Company w.e.f. 11.04.2017 who resigned on 24.04.2017 due to his other pre occupation.

22. Declaration by Independent Directors.

The Independent Directors of the Company, Mr. Ashish Modi, and Mr. Devarsh Shah have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be independent directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

23. Formal Annual Evaluation Process By Board.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

24. Corporate Governance.

Since the Company securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

25. Subsidiaries, Joint Ventures and Associate Companies.

The Company does not have any Subsidiary, Joint venture or Associate company.

26. Deposits.

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year. Further the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

Details of Money accepted by the Directors of the Company.

Pursuant to the provisions of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 an aggregate amount of Rs. 38,01,54,226/- was accepted by the Directors of the Company in the financial year ended on 31st March, 2018.

27. Statutory Auditor.

M/s Nilesh Desai & Co. (Firm Registration No. 114059W) resigned as Statutory Auditors of the Company as on September 04, 2017 due to the reason that as per Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) are given only by an auditor who has subjected himself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. M/s Nilesh Desai & Co., had not subjected itself to the Peer Review Process of the Institute of Chartered Accountants of India and hence did not have the Certificate as is issued by the Peer Review Board of the Institute of the Chartered Accountants of India.

The resignation of M/s Nilesh Desai & Co., resulted into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act"). The Audit Committee and the Board of Directors in their respective meetings held on 6th September, 2017 and 15th September, 2017 recommended appointment of M/s Singhi & Co., Chartered Accountants, Ahmedabad as statutory auditors of the Company to fill the casual vacancy.

Appointment of M/s Singhi & Co., Chartered Accountants, Ahmedabad, was approved by the Shareholder in the Extra Ordinary General Meeting dated 9th December, 2017 for holding office of Statutory Auditors from the conclusion of that Extra Ordinary General meeting until the conclusion of the ensuing Annual General Meeting for the Financial Year 2017-2018.

M/s Singhi & Co., Chartered Accountants, Ahmedabad, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by the shareholders in the Sixth Annual General Meeting would be within the limits prescribed under the Act.

The Company has also received a certificate from them about their eligibility for appointment as Statutory Auditors in accordance with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 of Section 139 of the Companies Act, 2013.

The Board has recommended the Shareholders for the appointment M/s Singhi & Co., Chartered Accountants, Ahmedabad as Statutory Auditor of the Company for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the sixth Annual General Meeting from this Annual General Meeting subject to ratification by the shareholders of the Company in every Annual General Meeting.

28. Secretarial Auditor

The Board appointed Premal Shah & Co., Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2017*18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

29. Disclosures:

A. Composition of Corporate Social Responsibility Committee (CSR):

The Corporate Social Responsibility (CSR) Committee of the Company was duly constituted in the Board Meeting dated 24th April, 2017 pursuant to Sectionl35 of the Companies Act, 2013.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility) Rules2014 is annexed as per Annexure - 3.

During the year under review, the members of CSR Committee met twice on 5th January, 2018 and 30lh March, 2018 and the attendance records of the members ofthe Committee are as follows:

Name Status No. of the Committee Meeting entitiled No. of Committee Meeting attended
Mr. Shrenik Vimawala, Chairman and Managing Director Chairman 2 2
Mr. Rishit Vimawala, Whole Time Director Member 2 2
Mr. Kaivan Vimawala, Whole Time Director Member 2 2
Mr. Ashish Modi, Independent Director Member 2 2

B. Composition of Audit Committee:

The Board of Directors in its meeting held on llthApril, 2017 constituted an Audit Committee in compliance with the provision of Section 177 ofthe Companies Act, 2013.

During the year under review, meeting of Audit committee was held on 6th September, 2017, 30th October, 2017 and 30th March, 2018 and the attendance records ofthe members ofthe Committee are as follows:

Name Status No. of the Committee Meeting entitiled No. of Committee Meeting attended
Mr. Ashish Modi, Independent Director Chairman 3 3
Mr. Devarsh Shah, Independent Director Member 3 3
Mr. Rishit Vimawala, Whole Time Director Member 3 3

During the year all the recommendations made by the Audit Committee were accepted by the Board.

C. Vigil Mechanism

Through vigil mechanism Company seeks to provide a mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action. Through this mechanisms, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil mechanism team was framed by the Board in its Board Meeting held on 11th April, 2017 and it comprises of the following:

Sr. No Name of the Member Status
1. Mr. RishitShrenik Vimawala Vigilant Officer
2. Mr. Ashish Harishkumar Modi Member
3. Mr. Devarsh Muktesh Shah Member

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism was received by the Company.

The Vigil Mechanism may be accessed on the Companys website at the link: www.shrenik.co.in .

D. Composition of Nomination and Remuneration Committee:

The Board of Directors in its meeting held on lltnApril, 2017 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Nomination and Remuneration committee was held on 8th May, 2017, and 5th January, 2018 and the attendance records of the members of the Committee are as follows:

Name Status No. of the Committee Meeting entitiled No. of Committee Meeting attended
Mr. Ashish Modi, Independent Director Chairman 2 2
Mr. Devarsh Shah, Independent Director Member 2 2
Mrs. Himaben Vimawala, Non-executive Director Member 2 2

The policy of Nomination and Remuneration Committee has been placed on the Website of the Company at www.shrenik.co.in and the salient features of the same has been disclosed under Annexure 5.

E. Composition of Stakeholders Relationship Committee:

The Board of Directors in its meeting held on 11th April, 2017constituted a Stakeholders Relationship Committee in compliance of the provision of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Stakeholders Relationship committee was held on 5:h January, 2018 and the attendance records of the members of the Committee are as follows:

Name Status No. of the Committee Meeting entitiled No. of Committee Meeting attended
Mrs. Himaben Vimawala, Non -Executive Director Chairperson 1 1
Mr. Shrenik Vimawala, Managing Director Member 1 1
Mr. Rishit Vimawala, Whole Time Director Member 1 1

30. Details of significant and material orders passed by the Regulators or Courts or Tribunals.

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Companys operation in future. However, the company was authorised through a Board Resolution dated 14tn July, 2017 to file a petition under section 441 of the Companies Act, 2013 for compounding of offence under section 383A of the Companies Act, 1956 and Section 203 of the Companies Act, 2013 dated 31.08.2017 with ROC/RD/NCLT. The order for the same is due to be passed by National Company LawTribunal (NCLT).

31. Share Capital.

A. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

B. Issue of Sweat Equity Shares.

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

C. Issue of Equity Shares with Differential Rights.

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

D. Issue of Employee Stock Options.

The Company has not issued any employee stock option during the financial year as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

E. Initial public offer.

During the year under review, the Company came out with an Initial Public Offering of 54,00,000 Equity Shares at face value of Rs. 10/-and a premium of Rs. 30/-per share.

The Company received the trading approval for total 2,04,00,000 Equity Shares on EMERGE SME Platform of NSE Limited with effect from 18th July, 2017 having the symbol "SHRENIK."

32. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Particulars of Employees.

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the following details form part of Annexure 6 and Annexure 7 to the Boards Report:

• Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of top ten employees in terms of remuneration drawn by them-Annexure 6

• Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-Annexure 7

34. Management Discussion and Analysis.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company current working and future outlook of as per Annexure -8

35. Acknowledgements.

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

FORANDON BEHALF OFTHE BOARD

SHRENIK LIMITED

Sd/-

SHRENIK VIMAWALA

Chairman and Managing Director

DIN 03474255

Place: Ahmedabad

Date: 12.05.2018