Shri Kanha Stainless Ltd Directors Report

To

The members of

SHRI KANHA STAINLESS LIMITED

(Formerly known as Shri Kanha Stainless Private Limited)

We are delighted to present on behalf of Board of Directors of the Company, the 9^th Annual Report of the Company along with Audited Financial Statements for the financial year ended 31^st March, 2024.

KEY FINANCIAL HIGHLIGHTS

The Highlights of financial results of your Company for the financial year 2023-24 and 202223 are summarized below:

Particulars		2023-24		2022-23
Revenue from Operations & Other Income		13099.76		13647.05
Total Expenditure		12197.14		13051.08
Profit before Interest, Depreciation, Taxation and Extraordinary Items		902.62		595.97
Depreciation & Amortization		134.02		129.80
Profit before Extraordinary Items, Interest and Tax		768.6		466.17
Finance Costs		415.95		371.59
Profit before Extraordinary items & Tax		352.65		94.57
Add (Less): Extraordinary Items		-		-
Profit before Tax		352.65		94.57
Provision for Taxation Current tax		58.86		14.78
MAT Credit		(41.13)		(14.78)
(-) Deferred tax		107.95		22.55
Profit after Tax	226.97		72.02
Earnings per Share (Basic)	26.09		8.28
Earnings per Share (Diluted)	26.09		8.28

STATE OF COMPANY AFFAIRS TIN LACS!

During the year under review the company has reported the total income of ? 13099.76 for the current year as compared to ? 13647.05 in the previous year. The Net Profit for the year under review amounted to t 226.97 in the current year as compared to Net Profit of ? 72.02 in the previous year. Your directors are continuously looking for avenues for future growth of the company.

TRANSFER TO RESERVES

During the financial year the company has not transferred any amount to Reserve account.

SHARE CAPITAL STRUCTURE OF THE COMPANY:

The Authorized Share Capital of the Company is ^ 4,00,00,000/- (Rupees Four Crores Only) divided into 4000000 (Forty Lakhs) Equity Shares of 10/- each and Issued, Subscribed and Paid-up capital is =? 87,00,000/- (Rupees Eighty Seven Lakhs)divided into 870000 (Eight Lakhs and Seventy Thousand) Equity Shares of ^ 10/- each.

There has been no change in the Authorized Share Capital, Issued, paid up and Subscribed Capital of the company during the year.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held Six (6) Meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Attendance of the Board Meeting held on		JAI BHAGWAN AGARWAL (DIN: 01575848)		SHASHANK AGRAWAL (DIN: 03542611)		KAVITA AGARWAL (DIN: 01741333)		AYUSH AGARWAL (DIN: 08146704)
27.06.2023		Yes		Yes		Yes		Yes
24.08.2023		Yes		Yes		Yes		Yes
02.09.2023	Yes		Yes		Yes		Yes
11.10.2023	Yes		Yes		Yes		Yes
29.12.2023	Yes		Yes		Yes		Yes
02.03.2024	Yes		Yes		Yes		Yes
Attendance of the Annual General Meeting held on 30.09.2023	Yes		Yes		Yes		Yes -

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company has been converted from Private into Public with effect from 30^th August 2024 with the consent of members taken in the Extra-ordinary General Meeting held on 9^th August 2024. Consequently, Name of the company has been changed from Shri Kanha Stainless Private Limited to Shri Kanha Stainless Limited.

DIVIDEND

The Board of directors of the company has not recommended any dividend during the financial year as the Company has incurred losses and is not having distributable profits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit and loss of the company for that period;

(c) T o the best of their knowledge and information, they have 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) They have prepared the Annual Accounts on a Going Concern basis;

(e) They have laid down internal financial controls which were followed by the company and that such internal financial controls are adequate and were operating effectively; and;

(f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY Company does not have any Subsidiary, Joint venture or Associate Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The company has not advanced/given any loan or guarantee and has not made any investment covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year.

AUDITORS:

• STATUTORY AUDITORS & THEIR REPORT

? M/S Ravi Sharma & Co., (FRN. 015143C) Chartered Accountants, Statutory Auditors of the company has served resignation letter intending their resignation from the office of the Company as Statutory Auditor with effect from 12.08.2024.

? To fill the casual vacancy caused by M/S Ravi Sharma & Co., (FRN. 015143C) Chartered Accountants, M/S P. K. S. & Co., (FRN. 007007C) Chartered Accountants has been appointed as Statutory Auditor to hold the office upto the ensuing Annual General Meeting and to conduct the Audit for the Financial Year 2023-24.

? Board proposed the re-appointment of M/S P. K. S. & Co., (FRN. 007007C) Chartered Accountants, in the ensuing Annual General Meeting for a period of 5 years until the conclusion of 14^th Annual General Meeting to be held in the year 2029. They have confirmed that they are not disqualified from continuing as Auditor of the Company. The written consent and Certificate for not disqualified to be as a statutory auditor of the company has been received by the proposed auditors.

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

Further Auditor remarked with respect to the audit trail that the company has used an accounting software for maintaining its books of accounts which have a feature of recording audit trail facility and the same has not operated throughout the year for all the relevant transactions recorded in the respective software.

To the above remark, board assured the members to maintain the said audit trail from the upcoming years.

• COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

• SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA SPECIFY

There were no material changes and no commitment made by directors affecting financial position of the company, however, the company has been converted from Private into Public with effect from 30^th August 2024 with the consent of members taken in the Extra-ordinary General Meeting held on 9^th August 2024. Consequently, Name of the company has been changed from Shri Kanha Stainless Private Limited to Shri Kanha Stainless Limited.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
• the steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.
• the steps taken by the company for utilizing alternate sources of energy;
• the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
• the efforts made towards technology absorption;	NA
• the benefits derived like product improvement, cost reduction, product development or import substitution;	Product development, cost reduction and product improvement.
• in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
• (a) the details of technology imported;
• (b) the year of import;
• (c) whether the technology been fully absorbed;
• (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
the expenditure incurred on Research and Development	NA
Cl FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	The Company has no Foreign Exchange earnings and outgo in the respective year.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing basis. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as "Annexure-A" to this Report.

RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

BOARD OF DIRECTORS AND KEY MANGERIAL PERSONNEL:

The Board of Directors was duly constituted during the year. There were no changes took place in the constitution of Board during the Financial Year 2023-24.

However, during the period between the end of financial year 2023-24 and the date of board report, following changes took place in the composition of Board and KMP:

Mr. Jai Bhagwan Agarwal (DIN: 01575848) has been re-designated as Chairman and Managing director of the company and Mr. Shashank Agrawal (DIN: 03542611) has been redesignated as Whole-Time director of the Company with effect from 14^th September 2024.

Ms. Arzoo Mantri has been appointed as Company Secretary of the Company with effect from 14^th September 2024.

SECRETARIAL STANDARDS

The Company generally complies with all the applicable Secretarial Standards.

DEPOSITS

Your Company has not accepted any fixed deposits covered under Chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

BOARD EVALUATION

The provision of section 134(3) (p) relating to board evaluation is not applicable on the company.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE:

The provision of section 177 relating to audit committee is not applicable on the company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is not required to form such policy.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

During the year 2023-24, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTION

During the financial year under review, no such settlement and the valuation done while taking loan from the Banks or Financial Institutions.

REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.

OTHER DISCLOSURES

(i) During the financial year, The Company has not issue any equity share with differential rights.

(ii) The company has not issue any sweat equity shares.

(iii) There was no commission paid by the company to its managing director or whole time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers/ Finance companies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all officers and staff, for their continued support and confidence, which they have reposed in the management.