Your directors take pleasure in submitting the 39^th Annual Report of the Business and operations of
your Company and the Audited Financial Statements for the financial year ended31^st March, 2024.

1. FINANCIAL RESULTS & PERFORMANCE

* Figures regrouped wherever necessary

The company has disclosed its results on quarterly basis of which results are subjected to limited
review and publishes audited financial results on an annual basis. The Financial Statements as stated
above are also available on the Company’s website at www.shantaiindustrieslimited.com.

2. STATE OF COMPANY'S AFFAIRS

During the year, your Company recorded total revenue of Rs. 131.94Lacs against Rs. 62.29Lacs in
the previous year, and incurred loss of Rs. 6.31 Lacs as compared to loss of Rs. 9.54 Lacs in the
previous year. A detailed analysis on the Company’s performance is included in the "Management’s
Discussion and Analysis” Report, which forms part of this Report.

3. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors
doesn’t declared dividends as the company requires funds for expansion. Your directors do not
recommend any dividend for the year ended 31st March, 2024.

4. UNCLAIMED DIVIDEND

As on 31 March 2024, the Company’s unclaimed dividend balance was Rs. 23,749/-.

5. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

6. MATERIAL CHANGES

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

7. SHARE CAPITAL

During the year, the company there has been no change in the share capital of the company. The
Authorized Share Capital of the Company as on 31/03/2024 was Rs. 5,00,00,000 and Paid up share
capital of the Company as on 31/03/2024 was Rs. 1,50,00,000.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature
of Business carried by the company during the financial year under review.

9. DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the
Section 73 of the Companies Act, 2013.

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting
the going concern status and company’s operation in nature.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association
of the Company, Mr. Harishbhai Fatandas Sawlani, Managing Director (DIN: 00831848), retire by
rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General
Meeting. Company’s policy on directors’ appointment and remuneration is available on the website
of the company at http://www.shantaiindustrieslimited.com/wp-

content/uploads/2021/07/Nomination-Remuneration-and-Evaluation-Policy.pdf.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

13. EXTRACT OF ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to
Directors Report is discontinued, the Annual Return for FY 2023-24 is uploaded on the website of
the Company and the same is available at http://www.shantaiindustrieslimited.com/annual-
return/.

14. RELATED PARTY TRANSACTION

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements
with related parties under section 188 of the Companies Act, 2013 entered by the Company during
the financial year, were in ordinary course of business and at arm’s length basis. The Policy on
Related Party Transactions is uploaded on the website of the company. The web link
ishttp://www.shantaiindustrieslimited.com/wp-content/uploads/2021/07/Policy-on-
Matreriality-in-Related-Party-Transaction.pdf.

Details of the related party transactions made during the year are attached as Annexure-1 in form
AOC-2 for your kind perusal and information.

15. COMPOSITION OF BOARD AND ITS COMMITTEE, NUMBER OF MEETING HELD DURING THE
YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the
year and their detailed composition along with their attendance is mentioned below. The
composition of the Board and its committee is also available on the website ofthe company
athttps://www.shantaiindustrieslimited.com/directors/.

I. BOARD MEETING:

Composition of Board of Director as on 31st March, 2024 is as follows:

The Board meets at regular intervals to discuss and decide on the Company’s performance and
strategies. During the financial year under review, the Board met 6 (Six) times and the gap between
two meetings did not exceed one hundred and twenty days (120).

II. COMMITTEES MEETING
• AUDIT COMMITTEE

Our Company has constituted an Audit Committee with its composition, quorum, powers, roles and
scope in line with the applicable provisions of the Act and Listing Regulations. The Audit
Committee of the company consists of two Independent Directors and one Executive Director of the
Company. All the Directors have good understanding Finance, Accounts and Law. Composition of
audit committee of the company is as follows:

SN Name of Member__Designation Nature of Directorship_

1 Omprakash Vishandas Chairman Non-Executive Independent Director

Lakhwani

2 Vandanaben Satishbhai Member Non-Executive Independent Director

Dalal

3 Harishbhai Fatandas Member Managing Director

Sawlani

During the financial year 2023-24, Six (6) meetings of Audit Committee were held on following
dates:

Attendance of members for the meeting of Audit Committee held during the year 2023-24are as
below

The term of reference of Audit Committee is as below:

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entity’s 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 listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors

4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included
in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by
management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to
the board for approval

6. 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;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness
of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related
parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. 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;

16. 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;

17. 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;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore 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

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory
auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

5. statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

• NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted Nomination and Remuneration Committee with its composition,
quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing
Regulations. The Nomination and Remuneration Committee of the company consists of three
Independent Directors of the Company. Composition of Nomination and Remuneration Committee
of the company is as follows:

During the financial year 2023-24, One (1) meetings of Nomination and Remuneration Committee
were held on following dates:

• 29-04-2023

Attendance of members for the meeting of Nomination & Remuneration Committee held during the
year 2023-24are as below:

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities required of
an independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity;
and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board of Directors;

4. Devising a policy on diversity of board of directors;

5. Identifying 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.

6. 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.

7. Recommend to the board, all remuneration, in whatever form, payable to senior
management.

8. Any other power specifically assigned by the Board of Directors of the Company from time to
time by way of resolution passed by it in a duly conducted Meeting, and

9. Carrying out any other function contained in the equity listing agreements as and when
amended from time to time.

The performance evaluation of the independent director was evaluated by the board after
seeking inputs from all the independent directors on the basis of the criteria such as
participation in decision making and rendering unbiased opinion; participation in initiating new
ideas and planning of the company etc.

The board reviewed the performance of the independent directors on the basis of the criteria such
as the contribution in raising concerns to the Board, safeguarding of confidential information,
rendering independent unbiased opinion etc. The web link
ishttps://www.shantaiindustrieslimited.com/wp-content/uploads/2021/07/Nomination-
Remuneration-and-Evaluation-Policy.pdf.

REMUNERATION OF DIRECTORS

During the year, company has paid Rs. 1,20,000 sitting fees to Non-Executive directors.
REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy devised in
accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the
website of the Companvhttps://www.shantaiindustrieslimited.com/wp-

content/uploads/2021/07/Nomination-Remuneration-and-Evaluation-Policy.pdf.

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person
will involve a balance between fixed and incentive pay reflecting short term and long-term
performance objectives appropriate to the working of the Company and support in the
achievement of Corporate Goals.

• STAKEHOLDER'S RELATIONSHIP COMMITTEE

The term of reference of Stakeholder’s Relationship Committee is as below:

1. Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.

To solve the investors grievances Company has formulated Stakeholder’s Relationship Committee.
Composition of the Committee is as follows:

During the financial year 2023-24, Four (4) meetings of Stakeholder’s Relationship Committee
were held on following dates:

Attendance of members for the meeting of Stakeholder’s Relationship Committee held during the
year 2023-24 are as below:

Name & Designation and address of the Compliance Officer
CS KOMAL AGARWAL

Company Secretary & Compliance Officer

Shantai Industries Limited

820, Golden Point, Nr Telephone Exchange,

Begampura, Falsawadi, Ring Road Surat - 395003

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015; the details regarding investor’s complaints during the year are as follows:

Status of Complaints pending, received, disposed and unresolved:

16. LOANS, GUARANTEES AND INVESTMENT

The company has not given any loans or guarantees or made investments under section 186(4) of
Companies Act, 2013.

17. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating
that they meet the criteria of independence as provided in section 149(6) of the Companies Act,
2013.

There has been no change in the circumstances affecting their status as Independent Directors of
the Company to qualify themselves to be appointed as Independent Directors under the provisions
of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared "Online Self-Assessment Test" examination with the
Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of
the company have complied with the code of Independent Director. Independent Directors met
separately on 12^thMarch, 2024 to inter alia review the performance of Non-Independent Directors
(Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of
the information between the Management and the Board.

18. FAMILIARIZATION TO INDEPENDENT DIRECTORS:

The Independent Directors of the Company are familiarized with the various aspects of the
Company provided with an overview of the requisite criteria of independence, roles, rights, duties
and responsibilities of directors, terms of appointment of the Company and policies of the
Company and other important regulatory aspects as relevant for directors.

The Company, through its Executive Director or Manager as well as other Senior Managerial
Personnel, conducts presentations/programs to familiarize the Independent Directors with the
strategy, operations and functions of the company inclusive of important developments in
business. The details of number of programs attended and the cumulative hours spent by an
independent director are uploaded on the website of the company. The web link is
https://www.shantaiindustrieslimited.com/policies/.

The terms and conditions of independent directors is available on the website of the company
athttps://www.shantaiindustrieslimited.com/wp-content/uploads/2021/07/TC-for-appointment-
of-Independent-Directors.pdf

Meeting of Independent Director

During the financial year 2023-24 one meeting of Independent Director was held on 12^thMarch,
2024.

Attendance of Directors at Independent Directors meeting held during the financial year is as
under

19. VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Power) Rules, 2014, the Board of Director has adopted vigil mechanism
in the form of Whistle Blower Policy through which, its Directors, Employees and Stakeholders can
report their genuine concerns about unethical behaviours, actual or suspected fraud or violation of
the Company’s code of conduct or ethics policy.

It is the Company’s Policy to ensure that no employee is victimized or harassed for bringing such
incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by
the Audit Committee of the Board and no employee has been denied access to the Committee. The
said policy provides for adequate safeguards against victimization and also direct access to the
higher levels of supervisors.

Shri Omprakash Vishandas Lakhwani, the Chairman of the Audit Committee can be contacted to
report any suspected/confirmed incident of fraud/misconduct on:

Email: shantaiindustriesltd@gmail.com
Contact no.: 9726025000

Your Company hereby affirms that no director/employee has been denied access to the Chairman
of the Audit Committee and that no complaints were received during the year.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby
confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departments;

B. That the directors have 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 if the Company at the end of the financial year and of the profit and
loss of the Company for that period;

C. That 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 for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. 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;

F. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

21. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as
the evaluation of the working of its Committees and individual Directors, including Chairman of the
Board. This exercise was carried out through a structured questionnaire prepared separately for
Board, Committee and individual Directors.

The board evaluated the performance of the board after seeking inputs from all the directors based
on the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The board evaluated the performance of the committees after seeking inputs from the committee
members based on the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the
individual directors based on the criteria such as the contribution of the individual director to the
board and committee meetings like decision-making, participation in meeting, overall performance,
etc. In addition, the chairperson was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and
action plans to address these are in progress. The performance evaluation of the Non Independent
Directors, performance of Board as a whole including Chairman was carried out by the
Independent Directors at a separate meeting of the Independent Directors on 12th March, 2024.

Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which
ensures that all the assets are safeguarded and protected and that the transactions are authorized
recorded and reported correctly. The internal audit covers a wide variety of operational matters
and ensures compliance with specific standard with regards to availability and suitability of
policies and procedures. During the year no reportable material weakness in the design or
operation were observed.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system
in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information
regarding adequacy of internal financial controls with reference to the financial statements to be
disclosed in the board’ report. The detailed report forms part of Independent Auditors Report.

24. CORPORATE GOVERNANCE

The paid up share capital of our company is below Rs. 10 crores and net worth of our company is
below Rs. 25 crores therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as
specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para
C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes
and guidelines or directives issued by the relevant authorities. Hence your company is exempted to
comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015. Hence corporate
Governance does not form part of this Board’s Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in
terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies
(Accounts) Rules, 2014 are as per Annexure - 2.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of
Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit
are not applicable to the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015,
the Management Discussion and Analysis Report of the financial condition is annexed and forms an
integral part of the Directors’ Report is given in Annexure - 3.

28. STATUTORY AUDITORS

The Members at the Annual General Meeting of the Company held on September 24, 2021, had
appointed M/s. DSI & Co., Chartered Accountants (Firm Registration No. 127226W) as the
Statutory Auditor of the Company to hold office for a term of five years i.e., upto financial year
ending 31/03/2026.

29. INTERNAL AUDITOR

The Company has appointed M/s. Dharan Shah & Associates, Chartered Accountants (FRN
145180W), as an Internal Auditor in the Board meeting held on 07^th September, 2021 after
obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.
Internal Auditors are appointed by the Board of Directors of the Company, based on the
recommendation of the Audit Committee. The Internal Auditor reports their findings on the
internal Audit of the Company to the Audit Committee on a quarterly basis. The scope of Internal
audit is approved by the Audit Committee.

30. SECRETARIAL AUDITOR

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial
Auditor of the company for the period of five years starting from2022-23to 2026-27 on the Board
Meeting held on 20-10-2022. The secretarial report for the financial year 2023-24 is attached as
Annexure-4. Report of secretarial auditor is self-explanatory and need not any further
clarification.

31. COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further
explanation as required under section 134 of the Companies Act, 2013.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to
remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule of the
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
are as per Annexure - 5.

33. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s business. Risk Management is a structured approach to manage uncertainty. An
enterprise wide approach to Risk Management is being adopted by the Company and key risks will
now be managed within a unitary framework. As a formal roll-out, all business divisions and
corporate functions will embrace Risk Management Structure, and make use of these in their
decision making. Key business risks and their mitigation are considered in the annual/strategic
business plans and in periodic management reviews.

The risk management process over the period of time will become embedded into the Company’s
business system and processes, such that our responses to risk remain current and dynamic.

The detailed Statement on Risk Management has been attached in Annexure - 6.

34. CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, relating to Declaration by CFO is not applicable to the
company. Hence the same does not does not form part of this Board’s Report.

35. CODE OF CONDUCT

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR)
relating to Declaration by CEO is not applicable to the company. Hence the same does not does not
form part of this Board’s Report.

36. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the
listing regulations, confirming that none of the Directors on the Board of the company has been
debarred or disqualified from being appointed or continuing as director of the company by
SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as
Annexure - 7.

37. SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace”. There
were no incidences of sexual harassment reported during the year under review, in terms of the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide
protection against sexual harassment of women at workplace and for redressal of any such
complaints of harassment, internal complaints committee has been set up to redress the
complaints, if any.

The company has complied with the provisions relating to constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Your director’s further state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

38. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI).

39. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of
the Companies Act, 2013.

40. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under
section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not
made and maintained.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is responsible
for implementation of the Code.

42. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and
development will help us to measure up to future challenges and opportunities. We invest in and
encourage continuous innovation. During the year under review, expenditure on research and
development is not significant in relation to the nature size of operations of Company.

43. INSURANCE:

All the properties and the Insurable Interest of the company including building and stocks
wherever necessary and to the extent required have been adequately insured. The company keeps
reviewing the insurance amount every year as per requirement.

44. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard
work, dedication and commitment and express their sincere thanks and appreciation to all the
employees for their continued contribution, support and co-operation to the operations and
performance of the company.

45. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during the
year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff, resulting in successful performance of the Company
during the year.

Place: Surat For the Board of Directors

Date: 02/08/2024 Shantai Industries Limited

Sd/-

Harishbhai Fatandas Sawlani
Chairman and Managing Director
DIN:00831848