Supremex Shine Director Discussions


Dear Members, Your Directors have pleasure in presenting their 12th Annual Report of the Company along with Audited Financial Statement for the year ended 31st March 2023.

1. FINANCIAL HIGHLIGHTS (Rs in Lakhs)

Particulars

For the year ended on 31.03.2023 For the year ended on 31.03.2022

Continuing Operations

Income

Revenue from Operation

0 0

Other Income

204.29 5.25

Total Income

204.29 5.25

Expenditure

164.06 16.94

Less: Operating & Other Expenses

0 0

Profit Before Depreciation and Tax Less: Depreciation

40.23 (11.69)

Less: Depreciation

25.76 0

Profit/(Loss) Before Tax from Continuing Operations

14.47 (11.69)

Less : Total Tax Expenses

1.56 0

Profit/(Loss) for the year from Continuing Operations (A)

12.91 (11.69)

Discontinuing Operations

0 0

Loss from discontinuing operations before tax

0 0

Less : Tax from discontinuing operations

0 0

Loss from Discontinuing Operations (B)

0 0

Profit/(Loss) for the year (A+B)

12.91 (11.69)

Total Comprehensive Income / Loss for the year

12.91 (11.69)

2. COMPANYS PERFORMANCE

During the year under review, the Company is having a profit of Rs. 1447000.

3. NATURE OF BUSINESS

The Board at its meeting held on 4th May 2022 has approved to change the Main Object clause of Memorandum of Association of Company. Subsequently, the company has taken approval of shareholders to change the main object through passing postal ballot on dated 4th June 2022. Further, the company has made alteration in main object by passing special resolution through Postal Ballot Notice dated 12th December 2022. The Company has started its new business in the field of Infrastructure activities. The detailed main object clause has been mentioned in Postal Ballot Notice dated 4th May 2022.

4. DIVIDEND AND RESERVE:

The Board has not recommended any dividend for the Financial Year 2022-23 in view of the current market outlook and to preserve cash. In view of the exceptional circumstances during the year 2022-23, and the good reserves position, no amount has been transferred to reserves.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on 31st March 2023 is Rs. 3,15,40,000/- (Rupees Three Crores Fifteen Lakhs Forty Thousand only) divided into 3,15,40,000 Equity shares of the face value of Re. 1/- (Rupee One) each. During the year, there is no change in the share capital of the Company. The said shares are listed on BSE Limited. Further, the Company has increased its Authorised Capital of the Company from Rs. 3,50,00,000 to Rs. 16,00,00,000 by passing resolution through Postal ballot dated 14th April 2023. The Board in their meeting held on 16th May 2023 has given approval for the issue and allot equity shares for an amount aggregating up to Rs. 11.00 crores by way of a rights issue to the existing shareholders of the Company in such ratio as decided by the Board of Directors/ Committee. The Company has received in principle approval from BSE regarding the right issue.

6. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. BOARD OF DIRECTORS

Pursuant to the recommendation of the Nomination and Remuneration Committee the Board at its Meeting held on 9th March 2022 approved appointment of Mr. Milan Bhupendra Shah (DIN: 08163535), Mrs. Amisha Milan Shah (DIN: 09523075), Mrs. Akanksha Sunny Bilaney (DIN: 07093148) as additional director in the capacity of Managing Director, Non-executive Director and Non-Executive Independent Director respectively. Further, the Board at its Meeting held on 4 th May 2022 approved the appointment of Mr. Virendra Singh Verma (DIN: 07843461) and Mr. Sanjay Ram Takale (DIN: 07111445) as an Additional Director in the capacity of Non-executive Independent Director and Non-Executive Director respectively.

The members of the Company appointed Mr. Milan Bhupendra Shah (DIN: 08163535) as Managing Director, Mrs. Amisha Milan Shah (DIN: 09523075) and Mr. Sanjay Ram Takale (DIN: 07111445) as Non-Executive Director, Mrs. Akanksha Sunny Bilaney (DIN: 07093148) and Mr. Virendra Singh Verma (DIN: 07843461) as Non-Executive Independent Director of the company by passing Ordinary Resolution through Postal Ballot Notice dated 4th May 2022.

The Board at its meeting dated 2 nd September 2023, have appointed Mr. Prem Singh Rawat as Additional Director in the capacity of Non-executive Director. The board seek appointment of Mr. Prem Singh Rawat as Non-Executive Director of the Company in ensuing general meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Sanjay Takale retires by rotation and being eligible has offered himself for reappointment.

The necessary resolutions for the appointment /re-appointment of the above-mentioned director and their brief profile have been included in the notice convening the ensuing Annual General Meeting. The brief resume of the Director seeking appointment / re-appointment at the ensuing Annual General Meeting, in pursuance of Regulation 36(3) of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is annexed to the Annual General Meeting Notice.

All the directors of the company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of section 164(2) of the Companies act, 2013.

8. INDEPENDENT DIRECTORS

Mrs. Akanksha Sunny Bilaney (DIN: 07093148) and Mr. Virendra Singh Verma (DIN: 07843461) are Independent Directors of the company. The Company has received declaration of Independence from all the Independent Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (LODR). In the opinion of the Board, the Independent Directors fulfil the said conditions of Independence. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys business for effective functioning, which are detailed in the Corporate Governance Report.

The Ministry of Corporate Affairs (‘MCA) vide Notification No. G.S.R. 804(E) dated 22nd October 2019 and effective from 1 st December 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (‘IICA). All Independent Directors of your Company are registered with IICA. In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

9. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committee and individual Directors pursuant to provision of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation, 2015. The performance of the board was evaluated by the board after taking inputs from all the Directors on the basis of

criteria such as the Board Composition and structure, effectiveness of board process, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.

A structured questionnaire was prepared after taking into consideration various aspects of Boards functioning like composition of the Board and its Committees, Board culture, performance of specific duties and obligations keeping in view applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation process includes various aspects to determine the performance of Directors of the Company. The basis for this evaluation includes fulfilment of independence criteria, qualifications, knowledge, level of engagement and contribution, skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, independence of judgment, attendance at the meetings, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges etc. The Board of Directors expressed their satisfaction over the evaluation process.

In a separate meeting of independent directors which was held on 9th February 2023, performance of non-independent and the board as whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated.

10. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a “Board Diversity Policy” which sets out the approach to diversity. The Board Diversity Policy of the Company is available at www.supremexshin- esteels.in.

11. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction program for new Direc- tor(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programs. Such kind of training programs helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Companys processes and

• fully equip Directors to perform their role on the Board effectively

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge, hereby confirmed that:

i. In the preparation of Annual Accounts and Financial Statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. 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 at the end of the financial year and of the profit and loss 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 provision of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared annual accounts on a going concern basis

v. They have laid down internal financial control to be followed by the company and that such internal financial control are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

Notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 08 (Eight) Board Meetings were convened. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

04-05-2022

14-05-2022

09-07-2022

13-08-2022

14-11-2022

12-12-2022

09-02-2023

10-03-2023

Meetings held during year

Meetings

attended

Name of Director

Category

Mr. Milan Shah

Managing Director

8

8

Mrs. Amisha Shah

Executive Director

8

8

Mr. Sanjay Takale

Non-Executive Director

7

7

Mrs. Akansha Sunny Bilaney

Independent Director

8

8

Mr. Virendra Singh Verma

Independent Director

7

7

14. BOARD COMMITTEES

The Companys Board has the following Committees:

Audit Committee

Stakeholder Committee

Nomination & Remuneration Committee

Due to change in Management of the Company, the company has reconstituted the Committees of the Board of Director in their meeting held on 4th May 2022.

Audit Committee

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings. During the financial year 2022-23, 06 (Six) meetings of Audit Committee were held on 14th May 2022, 09th July 2022, 13th August 2022 and 14th November 2022, 9th February 2023 and 10th March 2023

Name of Director

Category Meeting attended

Mrs. Akansha Sunny Bilaney

Chairman 6

Mr. Virendra Singh Verma

Member 6

Mr. Milan Shah

Member 6

The Company Secretary shall act as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors of the Company.

b) To review and monitor Auditors independence and performance and effectiveness of audit process.

c) To review with the Management the Quarterly Financial Results before submission to the Board for approval.

d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with related parties.

f) Reviewing the Companys risk management policy.

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.

j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience, and background etc. of the candidate

m) To carry out any other function as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Companys financial reporting process and disclosure of the financial information to ensure that the financial statements are correct, sufficient, and creditable.

o) To review the following information/document:

? Management Discussion and Analysis of financial condition and results of operation;

? Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

? Management letter/letters of internal control weakness issued by the Statutory Auditors;

? Internal audit reports relating to internal control weakness;

? Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

NOMINATION AND REMUNERATION COMMITTEE

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings. During the financial year 2022-23, 02 (two) meetings of Nomination and Remuneration Committee were held on 4th May 2022, 10th March 2023,

Name of member

Category Meeting attended

Mrs. Akansha Sunny Bilaney

Chairman 2

Mr. Virendra Singh Verma

Member 2

Mrs. Amisha Milan Shah

Member 2

The Company Secretary shall act as the Secretary to the Committee. The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:

a. To lay down criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

b. To formulate a criteria for evaluation of performance of Independent Directors and the Board of Directors.

c. To recommend remuneration to be paid to a director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession.

d. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

e. To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f. To recommend to the Board the appointment and removal of the Directors, including Independent Directors.

g. Carrying out functions as delegated by the Board of Directors from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings. During the financial year 2022-23, 1 (One) meeting of Stakeholders Relationship Committee were held on 9th February 2023.

Name of Director

Designation Meeting attended

Mrs. Amisha Milan Shah

Chairman 1

Mr. Virendra Singh Verma

Member 1

Mr. Milan Shah

Member 1

The Company Secretary shall act as the Secretary to the Committee. Ms. Shalak Modi, Company Secretary, is designated as the “Compliance Officer” who oversees the redressal of the stakeholders grievances.

Stakeholders Relationship Committee is empowered to oversee the redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of duplicate certificates, transmission /demat / remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agent during the FY 2022-23 are as under:

Nature of Complaints

Opening at the beginning of year Received during the year Redressed Pending at the end of year

Non-receipt of Share Certificate

Nil Nil - Nil

Non-receipt of Dividend/ Interest/Redemption Warrant

Nil Nil - Nil

Non-receipt of Annual Report

Nil Nil - Nil

Others

Nil Nil - Nil

Total

Nil Nil - Nil

15. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel as on 31st March 2023:

1. Mr. Milan Shah, Managing Director

2. Ms. Shalaka Modi, Company Secretary & Compliance office

3. Mr. Anand Shah, Chief Financial Officer (Appointed w.e.f 10th March 2023)

16. AUDITORS

I. STATUTORY AUDITORS:

M/s K. J. Shah & Associates, Chartered Accountants, Mumbai (FRN: 127308W), were appointed as Statutory Auditors of the Company for a term of 05 (Five) years from the conclusion of the 09th Annual General Meeting held on 25th September 2020 till the conclusion of the 14th Annual General meeting to be held in the year 2025.

M/s K. J. Shah & Associates, Chartered Accountants has resigned from its position of Statutory Auditor from close of business hours on 14th May 2022.

Due to resignation of M/s K. J. Shah & Associates, Chartered Accountants, the board have approved the Appointment of M/s. Singrodia & Co LLP., Chartered Accountants (Firm Registration Number: W100280) as the Statutory Auditors for the term of five consecutive years w.e.f. from F.Y. 2022-23 and further shareholders of the company have approved their appointment as Statutory Auditor of the Company for the term of five years from financial year 2022-23 till financial year 2026-27

II. SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24(A) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Company has appointed M/s. SCP & Co., Practicing Company Secretary as Secretarial Auditor of the Company.

The Secretarial audit report for the financial year ended 31st March 2023 is appended to this Report as Annexure A which is self-explanatory of qualifications, reservations, adverse remark or disclaimers made by the Secretarial Auditors, in their Report.

III. INTERNAL AUDITOR:

M/s Rohit Gondhiya & Associates Chartered Accountants (Firm Registration Number: 133649W) appointed as Internal Auditor of the Company.

17. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the Financial Year 31st March 2023 is uploaded on the website of the Company and can be accessed at www.supremexshinesteels.in

18. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

19. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

20. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para

C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year. As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The details of this policy are available on the website of the Company www.supremex- shinesteels.in

22. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that system of Internal Financial Control is commensurate with the size and nature of the Companys business. The evaluation of these internal financial controls was done through internal audit process, established within the Company and through appointing professional firm to carry out such tests by way of systematic internal audit program. Based on the review of the reported evaluations, the directors confirms that the financial statement for the year ended 31st March 2023, are in accordance with the applicable accounting standards.

23. RISK MANAGEMENT

The company has established a robust Risk Management system to identify & assess the key risks and ensure smooth and efficient operations of the business. Your company is aware of these risks and challenges and has put in place mechanism to ensure that they are managed and mitigate with adequate timely actions. The audit committee reviews business risk area covering operational, financial, strategic and regulatory risks.

24. RELATED PARTY TRANSACTIONS

All contracts, arrangements/ transactions entered during the year by the company with Related Parties were in ordinary course of business and on an arms length basis. During the year under review, the company did not enter into any contract / arrangement/ transactions with related parties which could be considered as material. Hence it is not required to give disclosure under form AOC-2.

25. PARTICULARS OF EMPLOYEE

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information in terms of provision of Section 197 (12) of Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

26. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggest asset. The Company is continued to organize various inbound and outbound training programs, recreation and team building activities to enhance employee skills and motivation. Company also conducted various workshops and events for grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements.

27. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

As Company does not have any Subsidiaries or Joint Ventures or Associates Companies, it is not required to give disclosure in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

28. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company does not have any Subsidiary Company or Associate Company or Joint Venture Company, it is not required to publish Consolidated Financial Statement.

29. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social Responsibility is not applicable to the company.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Particulars of the loans given, investment made, or guarantee given, or security provided are provided in Note to the Financial Statements.

31. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality, the company has zero tolerance for sexual harassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of woman at work

place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaint receive regarding sexual harassment. In Financial Year 2022-23, there were no complaints were received from any of the employee.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. number of complaints pending as on end of the financial year - NIL

32. WHISTLE BLOWER/ VIGIL MECHANISM

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March 2023. We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation of energy. The Company shall explore alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

C. Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Particulars

Current Year Previous Year

Foreign Exchange Outgo

Nil Nil

Foreign Exchange earned

Nil Nil

34. COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with Secretarial Standards on meetings of Board of Directors and on General Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the Companies Act, 2013.

35. MATERIAL CHANGES AND COMMITMENTS

The Company has changed its name for better expansion and exploration of business activities and the whole object of the company has also changed from steel to infrastructure. The company has changed its name from SUPREMEX SHINE STEELS LIMITED to AERPACE INDUSTRIES LIMITED. The Company received Certificate of Incorporation pursuant to change of name from ROC Mumbai on 20th April 2023.

36. POSTAL BALLOT

During the year, the Company has passed resolution through Postal Ballot dated 4th May 2022, 12th December 2022

37. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures (” Code”), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Companys operations in future.

39. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

40. INSOLVENCY PROCEEDINGS

There was no application made by the Company or no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016 during the year.

41. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

42. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to the Investor Education and Protection Fund

43. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all its shareholders, valued customer, banks, government and statutory authorities, investor, and stock exchange for their continued support to the company. Your directors wish to place on record their deep sense of appreciation for the committed services by employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders and the Promoters of the Company..

For and on behalf of the Board of Directors

Mrs. Amisha Milan Shah

Mr. Milan Bhupendra Shah

Director

Managing Director

DIN:09523075

DIN: 08163535

Date: 2nd September 2023

Place: Mumbai