Solid Containers Ltd Directors Report

To,

The Members,

Solid Containers Limited

Your Directors are pleased to present their Report on your Companys business operations along with the audited financial statements for the financial year ended on 31 March 2023.

The highlights of the Companys performance during the financial year are as below:

SUMMARY OF FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Revenue from operations	-	-
Other income	122.29	35.65
Total income	122.29	35.65
Expenses	(526.37)	(287.80)
Profit / (Loss) before tax	(404.08)	(252.15)
Tax	-	-
Profit / (Loss) after tax	(404.08)	(252.15)

DELISTING OF EQUITY SHARES OF THE COMPANY FROM BSE LIMITED (‘BSE):

In accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021 Equity Shares of the Company got delisted from BSE vide its notice number 20220304-5 dated March 04, 2022.

During the year the Residual Shareholders of the Company were given an exit offer from Monday, March 21, 2022 to Monday, March 20, 2023 (both days inclusive) ("Exit Window") for tendering their Equity Shares to Vyoman India Private Limited ("Vyoman" or "Acquirer") at

? 45/- (Rupees Forty Five only) per Equity Share ("Exit Price"). Vyoman acquired 94109 Equity Shares of the Company from 166 shareholders during this Exit Window.

OPERATIONS REVIEW

There has been no change in the status of the Companys operations. The operations continued to be suspended and unviable. There has been no further development nor was the Company able to re-commence its operations.

DIVIDEND

In view of loss incurred by the Company during the year, your Directors did not recommend any dividend on Equity shares of the Company.

TRANSFER TO RESERVES

In view of the Company incurring losses in previous years, your directors have not transferred any amount to reserves.

EQUITY SHARE CAPITAL:

There was no change in the Share Capital of the Company during the year 2022-23. The paid up equity share capital of your Company as on 31^st March, 2023 is Rs. 4,38,08,960/- (Rupees Four Crores Thirty-Eight Lakhs Eight Thousand Nine Hundred Sixty Only) divided into 4380896 Equity shares of face value of Rs.10/- (Rupee Ten only) each.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company. The Company has closed its commercial operations since years because of various reasons including unfavorable market conditions, redundant products, competition, etc.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Vyoman India Private Limited on account of the acquisition of equity shares from Public Shareholders pursuant to the delisting has become the Holding Company of the Company as on 31^st March, 2023 holding 61.31% of the total paid up share capital of the Company.

The Company does not have any Subsidiary, Associate or Joint Venture Company as on 31^st

March, 2023.

STATUTORY AUDITOR

M/s. ARVP & Co., Chartered Accountants, (Firm Registration No.: 101482W), were appointed as the Statutory Auditors for a period of five years in the Annual General Meeting held on 26^th September, 2022 and they continue to hold office for the next Financial Year.

The Company has received confirmation from M/s. ARVP & Co., to continue as the Statutory Auditors of the Company in terms of Section 139 of the Act.

AUDITORS REPORT

The qualification and observations made by the Auditors in their report are self-explanatory.

The Auditors in their report have qualified that the Company is not carrying any manufacturing operations and has substantial accumulated losses. The net worth of the Company has been fully eroded due to the accumulated losses. In view of the above, the Company is no longer a going concern. However, the accounts have been prepared on going concern basis as the management is exploring possible steps to revive its operations.

The management is working in the best interests of the Company and its shareholders and shall strategically aim to benefit both in the most feasible manner.

INTERNAL AUDIT:

Internal Audit is not applicable pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 during the financial year 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152(6) of the Act and Articles of Association of the Company Mrs. Reshma Rao, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment. The Board recommends her re-appointment. All the Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149 of the Act.

During the year under review there was no change in Directors and Key Managerial Personnel in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, make the following statements:

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

2) that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2023 and the loss of the Company for the year ended on that date.

3) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) that the annual financial statements have been prepared on a going concern basis. However, Auditors have qualified their report by stating that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. The qualification has been explained aforesaid in this report;

5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

6) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

NUMBER OF THE MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from the other business of the Board.

During the year under review, the Board met 6 (six) times. The details of the meetings of Board of Directors and the attendance of the Directors at the meetings shall be provided in the Annual Return of the Company filed with the Registrar. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Board Meetings (SS-1) issued by ICSI.

AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per section 177 of the Companies Act, 2013. Constitution, meetings, attendance and other details of the Audit Committee shall be provided in the Annual Return of the Company filed with the Registrar.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act, 2013. Constitution and other details of Nomination & Remuneration Committee shall be provided in the Annual Return of the Company filed with the Registrar.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Act, states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management; and

v. Ability to contribute to and monitor our corporate governance practices.

During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors.

A separate meeting of the Independent Directors was held for evaluation of performance of non- independent Directors, performance of the Board as a whole and performance of the Chairman.

CORPORATE SOCIAL RESPONSIBILTY

Company had incurred losses in the immediate three preceding financial years and hence the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company.

RELATED PARTY TRANSACTIONS:

None of the transactions with related parties fall under the scope of section 188(1) of the Companies Act, 2013. Accordingly, there are no particulars to report in form AOC 2 of the Companies (Accounts) Rules, 2014.

Details of the related party transactions during the year as required under Accounting standards are given in note 17 to the financial statements. The policy on Related Party Transactions is posted on the Companys website www.solidcontainers.net.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy NIL

B) Technology Absorption NIL

C) Foreign Exchange earnings and outgo NIL

OTHER INFORMATION / DISCLOSURES

There are no significant material orders passed by the regulator, courts or tribunal against the Company that impacts the Companys operations in future.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report.

The Company has in place a policy against sexual harassment at work place in line with the requirements of the concern statute. There was no complaint received from any employee during the year, nor there are any pending complaints which need to be redressed as on 31^st March 2023.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a whistle blower policy with a view to provide vigil mechanism for the directors and employees of the Company to report instances of unethical behavior, fraud or mismanagement. The said policy has been displayed on the Companys website www.solidcontainers.net.

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate Internal Financial Control System, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. Internal financial control is exercised through documented policies and guidelines. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of persons.

RISK MANAGEMENT

In accordance with Section 134(3)(n) of the Act, the Company has framed a Risk Management Policy to identify and assess the key risk areas. At present the Company has not identified any element of risk which may threaten the existence of the Company.

MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of Companies Act, 2013 regarding maintenance of cost records are not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the year under review.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016

No application has been made or any proceeding is pending under the IBC, 2016.

DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There has been no fraud reported by the Statutory Auditors for F.Y. 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provision of section 186 of the Companies Act, 2013 the particulars of loan, guarantees and investment have been disclosed in the financial statements.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and there are no outstanding deposits from the public as on 31 March 2023.

ACKNOWLEDGEMENTS

The Board of Directors expresses its gratitude to the Members of the Company for their continued support.

For and on behalf of the Board of Directors

For Solid Containers Limited

Date: 29^th June, 2023

Place: Mumbai

Ashok Kumar Goel

Director (DIN: 00025350)

Reshma Rao

Director (DIN: 06966747)