tci developers ltd Directors report

To,

The Shareholders,

Your Directors have great pleasure in presenting the Thirty Sixth (36th) Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2023.

CORPORATE RESTRUCTURING:

1. Change in Promoter and appointment of new Board

Eco Hotels UK Plc has come out with an open offer during FY 2022-23 in which many shareholders including erstwhile promoter shareholders have sold their shares to Eco Hotels UK Plc. Pursuant to closure of open offer Eco Hotels UK Plc holds 66.43%.

Pursuant to change in promoter, new Board was constituted in the month of November 2022 where highly qualified and professional were onboard in our board.

2. Acquisition of target company in Hospitality Sector through share swap

The Company has planned to acquire an existing company named Eco Hotels India Private Limited. This company has been into the hotel industry for more than 10 years. In order to acquire Eco Hotels India Private Limited, scheme of allotment of shares on preferential basis (share swap basis) was prepared.

Board has approved proposed scheme of preferential allotment of shares (share swap) on 20th January 2023 wherein on the basis of valuation by an approved registered valuer, shares of Eco Hotels and Resorts Limited was agreed to be allotted to the shareholders of Eco Hotels India Private Limited in ratio of 1:1 which means one share in Eco Hotels India Private Limited has got one share in Eco Hotels and Resorts Limited. Out of total outstanding fully paid shares amounted to INR 15,26,26,080, 45 shareholders holding fully paid shares amounted to INR 13,47,01,080 were opted for share swaps and accordingly the proposed scheme was approved by Shareholders in the Extra Ordinary General Meeting held on 20th February, 2023 and accepted the consents received from these 45 shareholders.

Required approvals from BSE were obtained and accordingly 1,34,70,108 shares of Eco Hotels and Resorts Limited were allotted to 45 shareholders. Eco Hotels India Private Limited has transferred shares from those shareholders to Eco Hotels and Resorts Limited on 22nd April 2023. Therefore, Eco Hotels India Private Limited became a subsidiary company of Eco Hotels and Resorts Limited w.e.f. 22nd April 2023.

3. Change in main object and change in name of the company to reflect current operations

Main object of the Company was changed to services and business related to Hotel Industry and accordingly Memorandum of Association was amended by obtaining shareholders approval in the EGM dated 20th February 2023. Simultaneously new name of the Company was proposed and approved by Board and also by members from Sharad Fibres & Yarn Processors Limited to "Eco Hotels and Resorts Limited".

After completion of all the corporate restructuring, now the company is poised towards writing an upward journey and to establish itself as a leading brand in the Hotel industry with its following ethos:

• Worlds first net zero brand
• Economical and Ecological
• Vegetarian and Vegan
• 3 Ps – People, Planet and Profit

FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on March 31, 2023 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act"). Key financial highlights are given below:

(Amount in Rs. )

Particulars	As on March 31, 2023	As on March 31, 2022
Revenue from Operations	-	16,58,680
Other Income	77,758	3,07,578
Total Revenue	77,758	19,66,258
Total Expenses	1,87,69,301	59,68,443
Profit / (Loss) before tax	(1,86,91,544)	(40,02,185)
Tax Expense:
Current tax expense for current Year	-	-
Deferred tax	-	-
Tax expense for Earlier Years		(1,72,311)
Profit / (Loss) after tax	(1,86,91,544)	(41,74,496)
Earning per Equity Share
Basic	-4.28	-0.96
Diluted	-4.28	-0.96

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

Your Company earned a Total Income of Rs. 77,758/- as compared to Rs. 19,66,258/- in the previous Year. The total expenditure incurred during the Year under review was Rs. 1,87,69,301/- as compared to Rs. 59,68,440/- in the previous Year. The Net Loss for the year is Rs. 1,86,91,544 /- as against the Profit earned of Rs. (41,74,496)/- in the previous Year.

DIVIDEND:

During the year under review, the Board does not propose any dividend for the year ended March 31, 2023.

TRANSFER TO RESERVES:

During the financial year, the Board does not propose to transfer any amount to general reserves.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

As on March 31, 2023, the Company does not have any subsidiaries, joint ventures & associate companies.

CAPITAL STRUCTURE OF THE COMPANY:

Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2023 was Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into divided into 2,70,00,000 (Two Crores Seventy Lakhs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each .

On account of preferential allotment of shares and other corporate action, the Authorized Share Capital of the Company as on March 31, 2023 is increased to Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lakh) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up share Capital:

During February 2023 and March 2023, preferential allotment of shares (under share swap basis) were allotted however, forms could not be filed on ROC portal due to in-operability of the portal. Considering these pending form filing the Paid Up Equity Share Capital of the Company as on March 31, 2023 stands at Rs. 17,83,65,080/- (Rupees Seventy Crores Eighty Three Lakhs Sixty Five Thousand and Eighty) divided into 1,78,36,508 (One Crores Seventy Eight Lakhs Thirty Six Thousand Five Hundred and Eight) Equity Shares having face value of Rs. 10/- each fully paid up.

During the financial year, Company has allotted 1,34,70,108 Equity Shares pursuant to share swap schemes to the Shareholders of Eco Hotels India Private Limited on March 18, 2023.

The Company in its Extra Ordinary General Meeting held on February 20, 2023 has approved the issue of sweat equity shares to Mr. Vinod Tripathi, Chairman and Executive Director of the Company, Mr. Abhijeet Umathe, Executive Director and CEO of the Company and Mr. Vikram Doshi, CFO of the Company. These sweat equity shares are not yet allotted.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. COMPOSITION:

The Board of Directors consists of Five (5) Directors comprising of Two (2) Executive Director, One (1) Non- Executive and Two (2) Independent Directors as on March 31, 2023. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors.

In the opinion of the Board, both the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

2. APPOINTMENTS
1. The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Vinod Kumar Tripathi (DIN: 00798632) as Executive Director and Chairman of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 which was approved by shareholders in the EGM dated February 20, 2023.
2. The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Abhijeet Umathe (DIN: 07752416) as an Executive Director and CEO of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 which was approved by shareholders in the EGM dated February 20, 2023.
3. The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Suchit Punnose (Din: 02184524) as an Additional Non-Executive Director of the Company, which was approved by shareholders in the EGM held on February 20, 2023.
4. The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Parag Mehta (DIN: 00714674) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 to November 09, 2027, which was approved by shareholders in the EGM held on February 20, 2023.
5. The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mrs. Indira Bhargava (DIN: 02368301) as an Independent Woman Director of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 to November 09, 2027, which was approved by shareholders in the EGM held on February 20, 2023.
6. The Board at its meeting held on December 23, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Bharat Bhushan Mithal (DIN: 01451033) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f. December 23, 2022 to December 22, 2027, subject to shareholders approval. Further, he has resigned from the company w.e.f. January 12, 2023 due to conflict of interest.
1. RESIGNATIONS
1. Ms. Jyoti Nankani (DIN: 07145004) Chairman and Managing Director of the Company has been resigned from the Company w.e.f. 10th November 2022.
2. Mr. Unni Krishnan Nair (DIN: 01159376) has resigned from the post of Independent Director of the Company w.e.f. 23rd December 2022.
3. Mr. Surendra Bahadur Singh (DIN:06521001) has resigned from the post of Independent Director of the Company w.e.f. 10th November 2022
4. Mr. Bharat Bhushan Mithal (DIN: 01451033) has resigned from the post of Independent Director of the Company w.e.f. 12th January 2023.
5. After the financial year, Mr. Abhijeet Umathe has resigned from the post of Director and CEO

w.e.f. May 14, 2023.

KEY MANAGERIAL PERSONNEL:

The following persons were the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

. Name of the person	Designation
1. Mr. Vinod Kumar Tripathi	Chairman and Wholetime Director
2. Mr. Abhijeet Umathe*	Chief Executive Officer
3. Mr. Vikram Doshi	Chief Financial Officer
4. Ms. Namita Rathore**	Company Secretary & Compliance Officer (upto 30.05.2023)
5. Mr. Sameer Desai***	Company Secretary & Compliance Officer (w.e.f. 01.06.2023)

* Mr. Abhijeet Umathe resigned from KMP and Board on 14th May 2023.

** Ms. Namita Rathore resigned from CS & CO post w.e.f. 30th May 2023

*** Mr. Sameer Desai was appointed as CS & CO w.e.f. 1st June, 2023.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of The SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations"). In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 9 (Nine) times during the Year on April 22, 2022, August 12, 2022, August 30, 2022, November 09, 2022, November 18, 2022, December 01, 2022, December 23, 2022, January 20, 2023 and February 20, 2023 and the gap between two meetings was in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The necessary quorum was present for all the meetings.

The Attendance of the Directors of the Company at the Board meetings is as under:

Name of the Director	Category	No. of Meetings Entitle to Attend	No. of Meetings attended	Attendance at the AGM held on September 30, 2022
Ms. Jyoti Nankani (DIN: 7145004)	Chairperson and Managing Director (Cessation w.e.f. 10/11/2022)	4	4	Yes
Mr. Unni Krishnan Nair (DIN: 00798632)	Independent Director (Cessation w.e.f. 23/12/2022)	6	4	Yes
Mr. Surendra Bahadur Singh (DIN: 06521001)	Independent Director (Cessation w.e.f. 10/11/2022)	4	4	Yes
Mr. Vinod Kumar Tripathi (DIN: 00798632)	Chairman and Executive Director (Appointment w.e.f. 10/11/2022)	5	5	N.A.
Mr. Suchit Punnose (DIN: 02184524)	Non-Executive Director (Appointment w.e.f. 10/11/2022)	5	4	N.A.
Mr. Abhijeet Umathe (DIN: 07752416)	Executive Director and CEO (Appointment w.e.f 10/11/2022)	5	5	N.A.
Ms. Indira Bhargava (DIN: 02368301)	Independent Director (Appointment w.e.f. 10/11/2022)	5	5	N.A.
Mr. Parag V. Mehta (DIN: 00714674)	Independent Director (Appointment w.e.f. 10/11/2022)	5	4	N.A.
Mr. Bharat B. Mithal DIN: 01451033)	Independent Director (Appointment w.e.f. 23/12/2022	1	1	N.A.

COMMITTEES OF THE BOARD:

The Board has following Committees:

1. Audit Committee;
2. Nomination & Remuneration Committee;
3. Stakeholders Relationship Committee;

The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations. and comprises of three qualified members (i.e., 2 Non- Executive Independent Directors and 1 Non-Executive Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Four (5) times during the year on April 22, 2022, August 12, 2022, November 09, 2022, November 18, 2022 and February 20, 2023 and the gap between two meetings was in compliance with the Companies Act, 2013 and SEBI Listing Regulations. . The necessary quorum was present for all the meetings. The composition of the Audit Committee and the details of meetings attended by its members are given below: Name of the Director Category No. of No. of Meetings Meetings Entitle to attended Attend Ms. Jyoti Nankani Member - Managing Director 3 3 (DIN: 07145004) Cessation w.e.f. 10/11/2022. Mr. Unni Krishnan Nair Chairperson - Independent 3 3 (DIN: 01159376) Director Cessation w.e.f. 23/12/2022. Mr. Surendra Bahadur Member - Independent Director 3 3Singh Cessation w.e.f. 10/11/2022. (DIN: 06521001) Ms. Indira Bhargava Chairperson - Independent 2 2 (DIN: 02368301) Director (Appointment w.e.f. 10/11/2022) Mr. Parag Vinod Mehta Member - Independent Director 2 1 (DIN: 00714674) (Appointment w.e.f. 10/11/2022) Mr. Suchit Punnose Member - Non-Executive 2 2 (DIN: 02184524) Director (Appointment w.e.f. 10/11/2022) NOMINATION AND REMUNERATION COMMITTEE:
	Name of the Members	Category	No. of Meetings Entitled to Attend	No. of Meetings Attended
	Mr. Unnikrishnan Nair (DIN: 01159376)	Chairperson Independent Director Cessation w.e.f. 10/11/2022.	2	2
	Mr. Surendra Bahadur Singh (DIN: 06521001)	Independent Director Cessation w.e.f. 10/11/2022.	2	2
	Ms. Jyoti Nankani (DIN: 07145004)	Managing Director Cessation w.e.f. 10/11/2022.	2	2
	Ms. Indira Bhargava (DIN: 02368301)	Member - Independent Director Appointment w.e.f. 10/11/2022)	3	3
	Mr. Parag Vinod Mehta (DIN: 00714674)	Chairperson - Independent Director Appointment w.e.f. 10/11/2022)	3	2
	Mr. Suchit Punnose (DIN: 02184524)	Member - Non-Executive Director Appointment w.e.f. 10/11/2022)	3	2	Th e No min atio
n and Remuneration Committee of the Company is constituted in accordance Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. The Committee comprises Three (3) qualified members (i.e., Two (2) Independent Directors and One (1) Non-Executive Director) The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI Listing Regulations. The Committee met Five (5) times during the year on August 30, 2022, November 09, 2022, November 18, 2022, December 23, 2022 and January 20, 2023. The necessary quorum was present at the meeting. The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below: STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of SEBI Listing Regulations and Section 178 of the Companies Act, 2013. The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors. The Company has designated the e-mail ID: investor.relations@ecohotels.in exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.sharadfibres.co.in The following table shows the nature of complaints received from the shareholders during the years 2022-2023. There were no complaints pending as on March 31, 2023. The Committee met One (1) time during the year on November 18, 2022. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2022-2023)	No. of Meetings entitled to Attend	No. of Meeting s Attende d
		November 18, 2022
Mr. Parag Mehta	Chairperso n Independe nt Director	Yes	1	0
Ms. Indira Bhargava	Independe nt Director - Member	Yes	1	1
Mr. Vinod Kumar Tripathi	Executive Director - Member	Yes	1	1

• INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

1. review the performance of non-independent Directors and the Board of Directors as a whole;
2. review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;
3. assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met 1 (one) time during the year on March 30, 2023 and the meeting was attended by both the Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on March 30, 2023.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not given any loans, or made investments or provided guarantees or securities, hence the provisions of Section 186 of the Companies Act, 2013 were not attracted during the financial year.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.sharadfibres.co.in.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors responsibility statement it is hereby confirmed that:

1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
2. that 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 the Financial Year and of the profit and loss of the Company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. the Directors had prepared the annual accounts on a going concern basis;
5. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
6. 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.

PUBLIC DEPOSITS:



Your Company has not accepted any deposits from the public within the meaning the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder, in respect of Corporate Social Responsibility were not applicable to your Company for the Financial Year 2022-2023.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, your Company has not entered into material related party transactions i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements. Particulars of contracts of arrangements with Related Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) of the (Companies Accounts) Rules, 2014 read with Section 134(3)(h) are not applicable to the Company, therefore Form AOC – 2 is not applicable to the Company.

AUDITORS:

• STATUTORY AUDITOR

M/s. J.H. Bhandari & Co., Chartered Accountants, Mumbai (Firm Registration No. 138960W) were appointed as the Statutory Auditors of the Company at the 31st Annual General Meeting (AGM) held in 2018 until the conclusion of the 36th Annual General Meeting (AGM) to be held in 2023. Accordingly M/s. J.H. Bhandari & Co., will be completing their term of five (5) years at the conclusion of the forthcoming Annual General Meeting.

The Report given by M/s. J.H. Bhandari & Co., Chartered Accountants, on the financial statements of the Company for the financial year 2022-2023 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The company is proposing to appoint M/s. Girish Sethia (ICAI Registration No. 044607), Chartered Accountants, as Statutory Auditors for a period of five (2) years commencing from the conclusion of the 36th Annual General Meeting till the conclusion of the 38th Annual General Meeting.

M/s. Girish Sethia, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors recommend the appointment of M/s. Girish Sethia, Chartered Accountants as Statutory Auditors of the company from the conclusion of the 36th Annual General Meeting till the conclusion of the 38th Annual General Meeting.

4. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed Ms. Jyoti Panjwani , as the internal auditor of the Company for the Financial Year 2023-2024.

• SECRETARIAL AUDITOR

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed as Annexure ‘B to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

• COST AUDIT AND COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, Cost Audit and maintenance of Cost records and audit is not applicable to the Company for the financial year 2022- 2023.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code

PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.

The said information is available for inspection by the members at the registered office of the Company during working hours on working days up to the date of the Annual General Meeting and if any member is interested in obtaining as copy thereof, such member may write to the Company Secretary and Compliance Officer at sameer@ecohotels.in

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not applicable to the Company during the Financial Year 2022-2023.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee & to the Chairperson of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in the strategy, business and operational plans.

Your Company has in place a Risk Management Policy

1. to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.
2. to establish a framework for the Companys risk management process and to ensure its

implementation.

3. to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.
4. to assure business growth with Financial stability.

There are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013".

An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. During the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:

1. CONSERVATION OF ENERGY – NOT APPLICABLE
1. the steps taken or impact on conservation of energy:
2. the steps taken by the company for utilising alternate sources of energy; NIL
3. the capital investment on energy conservation equipments; NIL
1. TECHNOLOGY ABSORPTION – NOT APPLICABLE

Technology absorption, adaptation and innovation: NOT APPLICABLE

1. the efforts made towards technology absorption;
2. the benefits derived like product improvement, cost reduction, product development or import substitution;
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
1. the details of technology imported;
2. the year of import;
3. whether the technology been fully absorbed;
4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
1. the expenditure incurred on Research and Development.
1. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there were no Foreign Exchange earnings / outgoings.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant/material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes or commitments affecting the financial position of the company that occurred between the end of the financial year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE REPORT:

The provisions of Regulation 15(2) of the SEBI Listing Regulations were not applicable to the Company during the financial year 2022-23. The Company has increased its Paid Up Equity Share Capital to Rs. 17,83,65,080/-

w.e.f. March 18, 2023, therefore, Regulation 15 of the SEBI Listing Regulations has become applicable to the Company. In accordance with the Regulation 15(2)(a) the Company has been granted a time of six months to ensure compliance from such date. The Voluntary Corporate Governance Report is annexed to this Report.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act. The independent Directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the Year under review, as stipulated under SEBI Listing

Regulations, is annexed to this report.

LISTING:

The Companys shares are listed on BSE Limited, Mumbai. The Company has paid Listing fees for the Financial

Year 2023-2024.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

ALTERATION IN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:

During the year, the Company in its Extra Ordinary General Meeting held on January 20, 2023 has amended the object clause, name clause, and capital clause of the Memorandum of Association and the name of the company by deleting the existing name of the Company wherever appeared and substituting it with Eco Hotels and Resorts Limited in the Articles of Association of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE DETAILS OF 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.

No such transaction is done by the Company during the year under review.

ACKNOWLEDGMENT:

Your Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board of Directors

ECO HOTELS & RESORTS LIMITED

(Formerly Known as SHARAD FIBERS & YARN PROCESSORS LTD

Sd/-

VINOD TRIPATHI DIN: [00798632]

CHAIRMAN & EXECUTIVE DIRECTOR

Date: August 29 2023.

Registered Office:

19, 3rd Floor,

Prabhadevi Industrial Estate, 408 Veer Savarkar Marg, Prabhadevi,Mumbai – 400 025.

ECO HOTELS AND RESORTS LIMITED

[Formerly known as SHARAD FIBRES AND YARN PROCESSORS LIMITED] CIN: L55101MH1987PLC043970

Registered Office: 19, Floor-3rd, 408, Prabhadevi Industrial Estate, Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025.

Website: www.sharadfibres.co.in; Email Id: cssharadfibres2022@gmail.com

REPORT ON CORPORATE GOVERNANCE

1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is a process and structure by which the business and affairs of the company are directed and managed in order to enhance long term shareholder value through enhancing corporate performance and accountability, while taking into account the interests of other stakeholders.

To implement the Corporate Governance practice, the Company has a well-defined policy consisting of the following:

• Ensure that the Quality and frequency of Financial and Managerial Informations, which the Management shares with the Board, fully placed before the Board Members in control of the Companys affairs.
• Ensure that the Board exercises its Fiduciary responsibilities towards Shareholders and Creditors, thereby ensuring high accountability.
• Ensure that the extent to which the information is disclosed to present and potential investors is maximized.
• Ensure that the decision-making is transparent and documentary evidence is traceable through the minutes of the meetings of the Board/Committees thereof.
• Ensure that the Board, Management, Employees and all the other stakeholders are fully committed to maximizing long- term value to the shareholders and the Company.
• Ensure that the core values of the Company are protected.

We are committed to follow the prescribed corporate governance practices embodied in various legislations viz., Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), the Companies Act, 2013 (hereinafter referred to as ‘the Act) and other applicable rules & regulations.

In accordance with the corporate governance provisions prescribed under the Listing Regulations, we are providing the following disclosures:

1. BOARD OF DIRECTORS

The Board of Directors of the Company chaired by Mr. Vinod Tripathi comprises of eminent persons with high credentials of considerable professional experience and expertise in diverse fields. The Board is entrusted with the ultimate responsibility of management, general affairs, direction and performance of the Company and provide effective leadership to the management, thereby assisting them to adhere to high standards of ethics, transparency and disclosures even as they pursue high targets of business performance.

1. COMPOSITION OF THE BOARD

The Companys Board as on March 31, 2023 consists of five Directors, of which two are Independent Directors, one is a Non-executive Director and two Executive Directors. The composition of the Board is in compliance with the requirements of the Companies Act, 2013 (Act) and Regulation 17 of the Listing Regulations. The profile of the Directors can be accessed on the Companys website at http://www.sharadfibres.co.in/aboutus-board-of-directors.php

2. MEMBERSHIPS OF OTHER BOARDS

The details of composition of the Board, category, attendance of Directors at Board Meetings during the financial year and last Annual General Meeting, number of other Directorships and other Committee

Memberships, Name of other listed entities (whose equity or debt securities are listed) where the Directors of the Company are Director and the category of their directorship are given below:

Name of Director	Category	No. of Board Meeting attended during the year 2022-2023		Atten dance at last AGM held on July 30, 2023	1No. of other Directors hips of Compani es Held as on March 31, 2023	2No. of Membership of Outside Committees Held as on March 31, 2023		Name of other listed entities (whose equity or debt securities are listed) where the directors of the Company are director and the category of their Directorship
		H e l d	At ten ded			M em ber	Chair man	Other Listed Entities	Category
Mr. Vinod Kumar Tripathi	Chairman and Executive Director	5	5	N. A.	5	1	-	Easy Trip Planners Limited	Non- Executive Independe nt Director
Mr. Abhijeet Kumar Umathe	Executive Director	5	5	N. A.	1	-	-	-	-
Mr. Suchit Punnsoe	Promoter and Non Executive Director	5	4	N. A.	9	-	1	Modulex Constructi on Technolog ies limited	Chairpers on and Executive Director
Mr. Parag Mehta	Non- Executive Independe nt Director	5	4	N.A.	1			-	-
Ms. Indira Bhargava	Non- Executive Independe nt Director	5	5	N.A.	-	-	-	-	-

1. Nos of other Directorships of Companies excludes foreign companies and Section 8 companies.
2. Membership/Chairmanship in only Audit Committee and Stakeholders Relationship Committee has been considered for Committee positions as per the Listing Regulations.
3. None of the Directors held directorship in more than 20 Indian companies, with not more than 10 public limited companies.
4. As mandated by Regulation 26 of Listing Regulations, none of the Directors are members of more than 10 Board level committees, nor are they Chairpersons of more than 5 committees in which they are members of such committees.
1. NUMBER OF BOARD MEETINGS, ATTENDANCE OF THE DIRECTORS AT MEETINGS OF THE BOARD AND AT THE ANNUAL GENERAL MEETING

During the financial year 2022-2023, the Board met nine (9) and the gap between two meetings was in compliance with the Companies Act, 2013 and Listing Regulations. The necessary quorum was present for all the meetings. The 35th AGM of your Company was held on September 30, 2022.

The attendance of the Directors at these Meetings was as under:

# Name of Directors	Dates of meeting
	22.0 4.202 2	12.0 8.202 2	30.0 8.202 2	09.11 .2022	18.11 .2022	01.12 .2022	23.12 .2022	20.01 .2023	20.02 .2023
Ms. Jyoti Nankani	Yes	Yes	Yes	Yes	NA	NA	NA	NA	NA
Mr. Surendra Singh	Yes	Yes	Yes	Yes	NA	NA	NA	NA	NA
Mr. Unnikrish nan Nair	Yes	Yes	Yes	Yes	No	No	NA	NA	NA
Mr. Vinod Kumar Tripathi	NA	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
Mrs. Indira Bhargava	NA	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
Mr. Abhijeet Umathe	NA	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
Mr. Suchit Punnose	NA	NA	NA	NA	Yes	Yes	No	Yes	Yes
Mr. Parag Mehta	NA	NA	NA	NA	No	Yes	Yes	Yes	Yes
Mr. Bharat Bhushan Mithal	NA	NA	NA	NA	NA	NA	Yes	NA	NA

2. RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

None of the other Directors are related to each other.

3. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place the familiarization program for Independent Directors appointed from time to time. The Program aims to enlighten them about, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

4. BOARD PROCEDURE

A detailed agenda, setting out the business to be transacted at the board/committee meeting(s) supported by detailed notes and executive summaries, if any, is sent to each Director well in advance. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the Board meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the agenda.

The Board also, inter alia, periodically reviews strategy and business plans, annual operating and capital expenditure budget(s), investment and exposure limit(s), compliance report(s) of all laws applicable to your Company, as well as steps taken by your Company to rectify instances of non-compliances, review of major legal issues, minutes of meetings of Audit Committee and other committees of the Board of Directors, approval of quarterly/half-yearly/annual results, safety and risk management, transactions pertaining to purchase/ disposal of property(ies), sale of investments, remuneration of Key Managerial Personnel, major accounting provisions and write-offs, corporate restructuring, material default in financial obligations, if any, fatal or serious accidents.

The draft minutes of the Board meetings are circulated amongst the Directors for their perusal and comments. Suggestions, if any, received from the Directors are suitably incorporated in the draft minutes, in consultation with the Chairman of the Board. Minutes are signed by the Chairman of the Board at the next meeting.

5. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on March 30, 2023 without the presence of the Executive and Non-Executive Directors or any other Management Personnel. The meeting was attended by all the Independent Directors.

As confirmed by the Independent Directors, they did not have any material pecuniary relationship with the Company during the financial year 2022-23. The sitting fees paid to them for attending the Board meetings and its Committee(s) during the year is not considered as material pecuniary relationship in accordance with the relevant provisions of the Act/Listing Regulations.

Confirmation of Board for the independence of Independent Directors:

In the Opinion of Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the Management.

1. AUDIT COMMITTEE Composition

The Audit Committee comprises of Ms. Indira Bhargava, Non-Executive Independent Director (Chairman of the Committee), Mr. Suchit Punnose, Non-Executive Director and Mr. Parag Mehta, Non-Executive Independent Director. All the Members of the Committee possess strong accounting and financial management knowledge.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adoption by the Board, review of the internal audit report & internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system.

The Meetings of the Audit Committee are also attended by the Chief Financial Officer and the Statutory Auditors. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are circulated amongst the members for their approval. The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee.

Mr. Unnikrishnan Nair, Chairman of the Audit Committee was present at the 35th Annual General Meeting which was held on September 30, 2022 to address the Shareholders queries pertaining to Annual Accounts of the Company.

Scope and Function

The broad terms of reference of the Audit Committee, inter alia, include:

1. Oversight of the companys financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Review and monitor the auditors independence and performance, and effectiveness of audit

process;

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
5. Reviewing, with the management, the annual financial statements and auditors report thereon

before submission to the board for approval, with particular reference to:

1. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
2. Changes, if any, in accounting policies and practices and reasons for the same;
3. Major accounting entries involving estimates based on the exercise of judgment by management;
4. Significant adjustments made in the financial statements arising out of audit findings;
5. Compliance with listing and other legal requirements relating to financial statements;
6. Disclosure of any related party transactions;
7. Modified opinions in the draft audit report.
1. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
2. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
3. Approval or any subsequent modification of transactions of the company with related parties;
4. Scrutiny of inter-corporate loans and investments;
5. Valuation of undertakings or assets of the company, wherever it is necessary;
6. Evaluation of internal financial controls and risk management systems;
7. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
8. Reviewing the adequacy of internal audit functions;
9. Discussion with internal auditors of any significant findings and follow up there on;
10. Reviewing the findings 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;
11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;
12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
13. To review the functioning of the Whistle Blower mechanism;
14. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
15. Such other functions as may be entrusted to it by the Board of Directors from time to time;
16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
17. Management discussion and analysis of financial condition and results of operations;
18. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management, if any;
19. Management letters / letters of internal control weaknesses issued by the statutory auditors, if any;
20. Internal audit reports relating to internal control weaknesses, if any;
21. Statement of deviations, if any; in terms of Regulation 32(1) & 32(7) of the Listing Regulations. aa) Reviewing the utilization of loans and/or advances from/investment by the holding company in

the subsidiary exceeding Rupees 100 Crores or 10% of the Asset size of the subsidiary, whichever is lower including existing loans/advances/ investments existing as on the date of coming into force of this provision.

Meetings and Attendance

During the Financial Year 2022-23, Five (5) Audit Committee Meetings were held and the gap between two meetings was in compliance with Companies Act, 2013 and Listing Regulations. The necessary quorum was present for all the meetings. The required quorum was present at all the Audit Committee meetings.

The details of attendance of the members of the Committee at the said meetings are as below:

# Name of Directors	Date of meeting
	22.02.2022	12.08.2022	09.11.2022	18.11.2022	20.02.2023
Unnikrishnan Nair – Chairperson	Yes	Yes	Yes	No	NA
Jyoti Nankani – Member	Yes	Yes	Yes	NA	NA
Surendra Singh - Member	Yes	Yes	Yes	NA	NA
Indira Bhargava – Chairperson	NA	NA	NA	Yes	Yes
Suchit Punnose – Member	NA	NA	NA	Yes	Yes
Parag Mehta - Member	NA	NA	NA	NO	Yes

# During the financial year following directors were appointed/ resigned

Name of Directors	Designation	Date of Appointment	Date of Resignation
Ms. Jyoti Nankani	Chairman and Managing Director	-	09.11.2022
Mr. Surendra Singh	Non-Executive Independent Director	-	09.11.2022
Mr. Unni Krishnan Nair	Non-Executive Independent Director	-	23.12.2022
Mr. Suchit Punnsoe	Non-Executive Director	10.11.2022	-
Mr. Parag Mehta	Non-Executive Independent Director	10.11.2022	-
Ms. Indira Bhargava	Non-Executive Independent Director	10.11.2022	-

The Committee was reconstituted on November 18, 2022.

1. NOMINATION AND REMUNERATION COMMITTEE (NRC) Composition

The Nomination and Remuneration Committee (NRC) comprises of the following Directors viz. Mr. Parag Mehta (Chairman of the Committee) Non-Executive Independent Director, Ms. Indira Bhargava, Non- Executive Independent Director and Mr. Suchit Punnose, Non-Executive Director. Majority of the

Members of the Committee are Independent Directors except Mr. Suchit Punnose, who is Non-Executive Director of the Company. Mr. Unnikrishnan Nair, Chairman of the Nomination and Remuneration Committee was present at the 35th Annual General Meeting which was held on September 30, 2022 to address the Shareholders queries. As per section 178(7) of the Act and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company. Mr. Unnikrishnan Nair, Chairman of the Committee was present at the 35th Annual General Meeting which was held on September 30, 2022 to address the Shareholders queries pertaining to Annual Accounts of the Company. Scope and Function The broad terms of reference of the Nomination and Remuneration Committee are: Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; 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 their appointment and removal; Formulation of criteria for evaluation of Independent Directors and the Board; Devising a policy on the Board diversity; Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Companys Executive Directors on an annual basis or as may be permissible by laws applicable; Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/Committee thereof, and, any other benefits such as Commission, if any, payable to the Non- Executive Directors. Meetings and Attendance During the Financial Year 2022-23, Five (5) Nomination and Remuneration Committee Meetings were held. The required quorum was present at all the NRC meeting. The details of attendance of the members of the Committee at the said meetings are as below: # Name of Director 30.08.2022 09.11.2022 18.11.2022 23.12.2023 20.01.2023 Unnikrishnan Nair – Chairperson Yes Yes No NA NA Jyoti Nankani – Member Yes Yes NA NA NA Surendra Singh - Member Yes Yes NA NA NA Parag Mehta - Chairperson NA NA NO Yes Yes Indira Bhargava – Member NA NA Yes Yes Yes Suchit Punnose – Member NA NA Yes No Yes # During the financial year the following directors were appointed/resigned
Ms. Jyoti Nankani	Chairman and Managing Director	-	09.11.2022
Mr. Surendra Singh	Non-Executive Independent Director	-	09.11.2022
Mr. Unni Krishnan Nair	Non-Executive Independent Director	-	23.12.2022
Mr. Suchit Punnsoe	Non-Executive Director	10.11.2022	-
Mr. Parag Mehta	Non-Executive Independent Director	10.11.2022	-
Ms. Indira Bhargava	Non-Executive Independent Director	10.11.2022	-

The Committee was reconstituted on November 18, 2022. Criteria for Performance Evaluation of Independent Directors

The key criteria for performance evaluation of Independent Directors of the Company are given below: Role & Accountability

• Understanding of nature and role of independent Directors position.
• Understanding of risks associated with the business.
• Application of knowledge for rendering advice to Management for resolution of business issues.
• Active engagement with the Management and attentiveness to progress of decisions taken.
• Objectivity
• Own recommendations given professionally without tending to majority views. Leadership & Initiative
• Heading Board Sub Committees.
• Leading the functions of the Committees based on knowledge and experience.
1. REMUNERATION OF DIRECTORS

The sitting fees paid to Non-Executive Directors for the year ended March 31, 2023 along with their respective shareholdings in your Company are as under:

(Amt in Rs.)

Name of Director	Sitting Fees paid for the Board and Committee Meetings held for the year ended March 31, 2023	No. of Equity Shares held as on March 31, 2023
Mr. Suchit Punnsoe	0	11,28,219
Mr. Parag Mehta	0	0
Ms. Indira Bhargava	0	0

During the period under review, none of the directors were paid any performance linked incentive.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition

The Stakeholders Relationship Committee comprises of Mr. Parag Mehta (Chairman of the Committee) Non-Executive Independent Director, Mrs. Indira Bhargava, Non-Executive Independent Director and Mr. Vinod Tripathi, Executive Director

Mr. Namita Rathore, Company Secretary of the Company acts as the Compliance Officer.

The following table shows the nature of complaints received from the shareholders during the year 2022- 23.

Nature of complaints	Received	Pending	Disposed
Non receipt of Annual Report	0	0	0
Nonreceipt of Share Certificates after transfer	0	0	0
Non-Receipt of Demat Rejected S/Cs	0	0	0
Others	1	0	1
Tota	1	0	1

There were no complaints pending as on March 31, 2023.

Mr. Unnikrishnan Nair, Chairman of the Nomination and Remuneration Committee was present at the

35th Annual General Meeting which was held on September 30, 2022 to address the Shareholders queries.

Scope and Function

1. Review statutory compliances relating to all security holders;
2. Consider and resolve the grievances of security holders of the Company, including complaints related to transfer of securities, non-receipt of annual report/ declared dividends/ notices/ balance sheet;
3. Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund;
4. Oversee and review all matters related to the transfer/transmission of securities of the Company;
5. Approve issue of duplicate certificates of the Company;
6. Review movements in shareholding and ownership structures of the Company;
7. Ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent;
8. Recommend measures for overall improvement of the quality of investor services. During the financial year 2022-23, no complaints were received from the Shareholders.

Meetings and Attendance

During the financial year 2022-23, One (1) Stakeholders Relationship Committee Meetings were held. The required quorum was present at all the Stakeholders Relationship Committee meeting.

The details of attendance of the members of the Committee at the said meetings are as below:

Name of Director	18.11.2022
Unnikrishnan Nair – Chairperson	NA
Jyoti Nankani – Member	NA
Surendra Singh - Member	NA
Parag Mehta - Chairperson	No
Indira Bhargava – Member	Yes
Vinod Kumar Tripathi - Member	Yes

During the financial year the following directors were appointed/resigned.

Name of Directors	Designation	Date of Appointment	Date of Resignation
Ms. Jyoti Nankani	Chairman and Managing Director	-	09.11.2022
Mr. Surendra Singh	Non-Executive Independent Director	-	09.11.2022
Mr. Unni Krishnan Nair	Non-Executive Independent Director	-	23.12.2022
Mr. Vinod Kumar Tripathi	Chairman and Executive Director	10.11.2022	-
Mr. Parag Mehta	Non-Executive Independent Director	10.11.2022	-
Ms. Indira Bhargava	Non-Executive Independent Director	10.11.2022	-

6. GENERAL BODY MEETINGS

Details of General Meetings and Special Resolutions passed

Annual General Meetings ("AGM") held during the past 3 years and the Special Resolutions passed

therein:

Financial Year	Date	Time	Special Resolution Passed	Venue
2019-20	December 28, 2021	03:30 p.m.	NA	Video conferencing (VC)/Other Audio Visual Means (OAVM)
2020-21	September 24, 2021	02:00 p.m.	Alteration of Articles of Association	Video conferencing (VC)/Other Audio Visual Means (OAVM)
2021-22	September 30, 2022	11:30 a.m.	NA	Registered Office   Address

1.  

   Name of Stock Exchange and its Address	Security Code	Payment of Annual Listing Fees (2023-24)
   BSE Limited Add- Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. Tel : 9122 22721233/4 Fax: 91 22 2272 2041	514402	Paid

7.  
1. Registrar and Share Transfer Agent Bigshare Services Private Limited

S6-2, 6th floor Pinnacle Business Park, next to Ahura centre, Mahakali caves Road, Andheri (East), Mumbai - 400 093. Tel: 022-6263 8205 / 6263 8268; Email: investor@ bigshareonline.com.

10. Share Transfer System

Transfer of shares in physical form is processed by the Companys Registrars & Share Transfer Agents (RTA) generally within fifteen days from the date of receipt, provided the documents are complete in all respects. All requests for transfer/transmission in physical form after they are processed by the RTA are submitted to the Company for the necessary approval. The Company Secretary is authorised by the Board to consider and approve the share transfer/ transmission requests received in physical form from time to time.

11. Distribution of Shareholding as on March 31, 2023:

Category	No. of Shares Held	% of Shareholding
Promoters	1,28,98,308	72.31
Financial/ Mutual Funds	1,500	0.01
Body Corporate	38,400	0.22
Key Managerial Person	-	-
Indian Public	48,15,100	26.99
NRI	75,000	0.42
IEPF	-	-
Any Other	8200	0.05
Total	1,78,36,508	100

Distribution of Shareholding as on March 31, 2023:

No. of Equity Shares	No. of Shareholder	No. of Shares	% of Equity Capital
1 – 500	949	384505	2.16
501 – 1000	377	290700	1.63
1001 – 2000	93	145500	0.82
2001 – 3000	26	68300	0.38
3001 – 4000	13	47495	0.27
4001 – 5000	14	66400	0.37
5001 – 10000	15	111300	0.62
10001 and above	56	16722308	93.75
Total	1543	17836508	100.00

12. Dematerialisation of Shares and Liquidity

The equity shares of the Company are available for trading in the dematerialized form under both the Depositories i.e., NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INE638N01012.

No. of Shares held in dematerialized and physical mode as on March 31, 2023:

Particulars	No. of Shareholder	No. of Shares	% to total paid up capital
Heldindematerializedmodein NSDL	21	29,34,500	16.45
Heldindematerializedmodein CDSL	127	3,11,400	1.75
Heldinphysicalmode	1395	1,45,90,608	81.80
Total	1543	1,78,36,508	100

The Companys equity shares are regularly traded on BSE.

13. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion date and likely impact on equity

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2023, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

14. Commodity price risk or Foreign Exchange Risk and Hedging activities

The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given.

15. Plant Locations NA
16. Address for Correspondence

Shareholders may correspond with the Registrar and Share Transfer Agents at: Bigshare Services Private Limited

S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai – 400093

For all matters relating to transfer/dematerialization of shares and any other query relating to Equity Shares of your Company.

Your Company has also designated investor.relations@ecohotels.in as an exclusive e-mail ID for Investors for the purpose of registering complaints and the same has been displayed on the Companys website.

Security holders would have to correspond with the respective Depository Participants for Securities held in demateralised form for transfer/transmission of Shares, change of Address, change in Bank details, etc. For all investor related matters, the Company Secretary & Compliance Officer can also be contacted at:

Eco Hotels and Resorts Ltd.

19, Floor-3rd, 408, Prabhadevi Industrial Estate, Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025

E-mail: cssharadfibres2022@gmail.com

Your Company can also be visited at its website: http://www.sharadfibres.co.in/index.php

9. OTHER DISCLOSURES
1. Policy on Materiality of and Dealing with Related Party Transactions

Your Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions which specify the manner of entering into related party transactions.

Disclosure of Transactions with Related Parties: During the year under review, your Company has not entered into Material Related Party Transactions with related parties hence provisions of Section 188 of the Companies Act, 2013 are not applicable to the Company. Further, details of related party transactions are presented in Note No. 27 to Annual Accounts in the Annual Report. b) Penalty or Strictures: There have been several instances of non-compliances by the Company and penalties and/or strictures have been imposed on it by Stock Exchange during the previous three financial years.

Name of the company/ directors/ officers	Name of the court/ concerned Authority	Date of Order	Name of the Act and section under which penalised / punished	Details of penalty/ punishme nt	Details of appeal (if any) including present status
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-34 (Clause 31 of erstwhile listing agreement)- March 2014	Rs. 14000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-13(3)- Sept 2018	Rs. 3000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-13(3)- March 2020	Rs. 196000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-31 - March 2020	Rs. 242000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-29(2) 29(3)- July 2020	Rs. 10000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-13(3) - June 2020	Rs. 56000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-31 - June 2020	Rs. 112000/-	N.A.
Sharad Fibers and Yarn Processors Limited	BSE	27/11/2020	Reg-6(1) - June 2020	Rs. 5000/-	N.A.
Sharad Fibers and Yarn	BSE		Reg-6(1)- Sept 2020	Rs. 92000/-	N.A.
Processors Limited

Vigil Mechanism / Whistle Blower Policy The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. As such the Whistleblower Policy provides for protected disclosure and protection to the Whistleblower. We confirm that no Director or employee has been denied access to the Audit Committee during the financial year 2022-23. Disclosures with respect to demat suspense account / unclaimed suspense account The Company does not have any shares in the demat suspense /unclaimed suspense account. Registered Office: By order of the Board, 19, 3rd Floor, ECO HOTELS AND RESORTS LIMITED Prabhadevi Industrial Estate, (Formerly known as Sharad Fibers & Yarn Processors Ltd) 408 Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025 SD/- Date: 29th August , 2023 SAMEER DESAI Company Secretary & Compliance Officer