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Shantai Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in submitting the 40^th Annual Report of the Business and operations of your
Company and the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars	For the year ended	For the year ended
	31-03-2025*	31-03-2024*
Revenue from operations	2024.96	129.19
Other Income	8.59	2.75
Total Revenue	2033.56	131.94
Profit before tax and Exceptional Items	32.55	(6.31)
Exceptional Items	0.00	0.00
Extraordinary Items	0.04	0.00
Profit before Taxation	32.51	(6.31)
-Current Tax	1.88
-Deferred Tax	_-	_-
-Income tax of earlier years	_-	_-
Net Profit/ (Loss) For the Year	30.63	(6.31)
Total Comprehensive Income for the Year	30.63	(6.31)

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 Companyâs website at www.shantaiindustrieslimited.com/yearly-reports.

2. STATE OF COMPANY''S AFFAIRS

During the year, your Company recorded total revenue of Rs. 2033.56 Lacs against Rs. 131.94 Lacs in the
previous year, and gained profit of Rs. 30.63 Lacs as compared to loss incurred of Rs. 6.31 Lacs in the
previous year. A detailed analysis on the Companyâs performance is included in the "Managementâs
Discussion and Analysisâ Report, which forms part of this Report.

3. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesnât
declared dividends as the company requires funds for expansion. Your directors do not recommend any
dividend for the year ended 31st March, 2025.

4. UNCLAIMED DIVIDEND

As on 31 March 2025, the Companyâs 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 occurred between the end of the financial year of the company to
which the financial statements related and the date of the report, which is affecting the financial position
of the company except for the following:

All the issued, subscribed and paid up equity shares of face value of Rs. 10/- (Rupees Ten Only) each has
sub-divided into 5 (Five) Equity Shares of the Company of face value of Rs. 2/- (Rupees Two Only) each.
The record date for the same was 09^th May, 2025

7. SHARE CAPITAL

During the year, there has been no change in the share capital of the company. The Authorized Share
Capital of the Company as on 31^st March, 2025 was Rs. 5,00,00,000 and paid-up share capital of the
Company as on 31^st March, 2025 was Rs. 1,50,00,000.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been addition in the object clause of the company.

The main object clause was altered by inserting the new sub-clauses 4 and 5 after the existing sub-clause
1, 2 and 3 of Clause III A of the Memorandum of Association of the Company and Alteration of the
ancillary objects by inserting the new sub-clauses 63 to 68 after the existing sub-clause 1 to 62 of Clause
III B of the Memorandum of Association of the Company. The details of the aforesaid alteration can be
referred at www.bseindia.com/xml-data/corpfiling/AttachHis/62ba0494-4dc5-4f7b-bc6c-

199a76ff7e6a.pdf

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 companyâs 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, Mrs. Reena Harish Sawlani, Non-Executive Director (DIN: 07245653), retire by rotation and is
being eligible has offered herself for re-appointment, Mrs. Vandanaben Satishbhai Dalal, Non-Executive
Independent Director is proposed to re-appointed for a further term of five years starting from 26^thSeptember 2025, Mr. Harishbhai Fatandas Sawlani, Managing Director is proposed to be appointed for a
term of five years starting from 04^th November, 2025 and Mr. Vasudev Fatandas Sawlani, Whole-time
Director is proposed to be appointed for a term of five years starting from 04^th November, 2025 in the
ensuing Annual General Meeting. Companyâs policy on directorsâ appointment and remuneration is
available on the website of the company at www.shantaiindustrieslimited.com/policies.

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:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Harishbhai Fatandas Sawlani	Managing Director	27/07/2015	04/11/2015	-
Mr. Vasudev Fatandas Sawlani	Whole-time Director	27/07/2015	29/09/2022	-
Mrs. Reena Harish Sawlani	Non-Executive Director	27/07/2015	05/08/2016	-
Mr. Omprakash Vishandas Lakhwani	Non-Executive Independent Director	31/03/2018	30/08/2018	25/10/2024
Mrs. Vandanaben Satishbhai Dalal	Non-Executive Independent Director	26/09/2020	-	-
Mr. Vipulbhai Subhashchandra Munshi	Non-Executive Independent Director	29/08/2024
Mr. Sailesh Joseph Damor	Chief Financial Officer	04/11/2015	-	-
Mrs. Komal Agarwal	Company Secretary	29/04/2023	-	12/03/2025
Mrs. Shipra Mehta	Company Secretary	12/03/2025	-	-

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 2024-25 is uploaded on the website of the Company and
the same is available at 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 is

www.shantaiindustrieslimited.com/policies

Further, all related party transactions entered into by the Company were in the ordinary course of
business and were on an arm''s length basis, hence, disclosure in Form No. AOC-2 is not applicable to the
company. The related party transactions entered into by the company are disclosed in the note 23 in the
financial statements forming part of the Annual Report.

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 of the company at

www.shantaiindustrieslimited.com

I. BOARD MEETING:

Composition of Board of Director as on 31st March, 2025 is as follows:

S. N	Name	Designation	Nature of Directorship
1	Harishbhai Fatandas Sawlani	Chairman/Managing Director	Executive Director
2	Vasudev Fatandas Sawlani	Whole-time Director	Executive Director
3	Reena Harish Sawlani	Non-Executive Director	Non-Executive Director
4	Vandanaben Satishbhai Dalal	Independent Director	Non-Executive Director
5	Vipulbhai Subhashchandra Munshi	Independent Director	Non-Executive Director

The Board meets at regular intervals to discuss and decide on the Companyâs performance and strategies.
During the financial year under review, the Board met 13 (Thirteen) times and the gap between two
meetings did not exceed one hundred and twenty days (120).

S. N.	Date of Meeting	Board Strength	No. of Directors Present
1.	15/04/2024	5	5
2.	28/05/2024	5	5
3.	12/07/2024	5	5
4.	02/08/2024	5	5
5.	09/08/2024	5	5
6.	08/10/2024	6	6
7.	18/10/2024	6	6
8.	25/10/2024	6	6
9.	21/11/2024	5	5
10.	23/01/2025	5	5
11.	11/02/2025	5	5
12.	27/02/2025	5	5
13.	12/03/2025	5	5

II. COMMITTEES MEETING
â¢ 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 as on 31^st March, 2025 is as follows:

SN	Name of Member	Designation	Nature of Directorship
1	Vipulbhai Subhashchandra Munshi	Chairman	Non-Executive Independent Director
2	Vandanaben Satishbhai Dalal	Member	Non-Executive Independent Director
3	Harishbhai Fatandas Sawlani	Member	Managing Director

During the financial year 2024-25, Six (7) meetings of Audit Committee were held on following dates:

15-04-2024	28-05-2024	02-08-2024
09-08-2024	25-10-2024	23-01-2025
11-02-2025

Attendance of members for the meeting of Audit Committee held during the year 2024-25 are as below

SN	Name of Member	Status in Committee	No meetings Attended	of	No of meetings entitled to Attend
1	Vipulbhai Subhashchandra Munshi	Chairman	3		3
2	Vandanaben Satishbhai Dalal	Member	7		7
3	Harishbhai Fatandas Sawlani	Member	7		7

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 entityâs 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 directorâs responsibility statement to be included in the
boardâs 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 auditorâs 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).

â¢ 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 as on 31^st March,
2025 is as follows:

SN	Name of Member	Designation	Nature of Directorship
1	Vipulbhai Subhashchandra Munshi	Chairman	Non-Executive Independent Director
2	Vandanaben Satishbhai Dalal	Member	Non-Executive Independent Director
3	Reena Harish Sawlani	Member	Non-Executive Director

During the financial year 2024-05, Three (3) meetings of Nomination and Remuneration Committee were
held on following dates:

28-05-2024

02-08-2024

12-03-2025

Attendance of members for the meeting of Nomination & Remuneration Committee held during the year
2024-25 are as below:

SN	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Vipulbhai Subhashchandra Munshi	Chairman	1	1
2	Vandanaben Satishbhai Dalal	Member	3	3
3	Reena Harish Sawlani	Member	3	3

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.

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 is www.shantaiindustrieslimited.com/policies

REMUNERATION OF DIRECTORS

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

Name	Category	Remuneration (Rs.)	Sitting Fees (Rs.)
Harish Fatandas Sawlani	Managing Director	1,35,000
Vasudev Fatandas Salwani	Whole-time Director	1,35,000	-
Reena Harish Sawlani	Non-Executive Director	-	40,000
Vandanaben Satishbhai Dalal	Non-Executive Independent Director	-	40,000
Omprakash Vishandas Lakhwani¹	Non-Executive Independent Director	-	20,000
Vipulbhai Subhashchandra Munshi²	Non-Executive Independent Director		20,000

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 Company www.shantaiindustrieslimited.com/policies

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.

â¢ STAKEHOLDER''S RELATIONSHIP COMMITTEE

The term of reference of Stakeholderâs 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 Stakeholderâs Relationship Committee.
Composition of the Committee as on 31^st March, 2025 is as follows:

SN	Name of Member	Designation	Nature of Directorship
1	Reena Harish Sawlani	Chairman	Non-Executive Director
2	Vipulbhai Subhashchandra Munshi	Member	Non-Executive Director	Independent
3	Vandanaben Satishbhai Dalal	Member	Non-Executive Director	Independent

During the financial year 2024-25, Four (4) meetings of Stakeholderâs Relationship Committee were held
on following dates:

28-05-2024

12-07-2024

21-11-2024

11-02-2025

Attendance of members for the meeting of Stakeholderâs Relationship Committee held during the year
2024-25 are as below:

SN	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Reena Harish Sawlani	Chairman	4	4
2	Vipulbhai Subhashchandra Munshi	Member	2	2
3	Vandanaben Satishbhai Dalal	Member	4	4

Name & Designation and address of the Compliance Officer
CS SHIPRA MEHTA

Company Secretary & Compliance Officer,

Shantai Industries Limited,

Shop 10 2nd Floor, Agrasen Point, Nr Agrasen Bhavan, City light Road, Barthian, Surat, Gujarat, India,
395007

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

Status of Complaints pending, received, disposed and unresolved:

Number of Shareholdersâ Complaints Pending at the beginning of the year	NIL
Number of Shareholdersâ Complaints received during the year	4
Number of Shareholdersâ Complaints disposed during the year	4*
Number of Shareholdersâ Complaints remain unresolved during the year	NIL

*Note: The Company received 3 investor complaints on which action taken report was submitted before
31^st March, 2025 but the complaints were closed on SEBI Scores portal after 31^st March, 2025

16. LOANS, GUARANTEES AND INVESTMENT

The particulars of loans given by the company under section 186(4) of Companies Act, 2013 have been
disclosed in the financial statements of the company.

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 except Mr. Vipulbhai Subhashchandra Munshi who has been
appointed on 29^th August, 2024.

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
01^st March, 2025 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 www.shantaiindustrieslimited.com/policies

The terms and conditions of independent directors is available on the website of the company at
www.shantaiindustrieslimited.com/policies

Meeting of Independent Director

During the financial year 2024-25 one meeting of Independent Director was held on 01^st March, 2025.

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

Name of Directors	Categories	No. of Meeting Attended
Mr. Vipulbhai Subhashchandra Munshi	Chairman	1
Mrs. Vandanaben Satishbhai Dalal	Member	1

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 Companyâs code of
conduct or ethics policy.

It is the Companyâs 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.

Mr. Vipulbhai Subhashchandra Munshi, the Chairman of the Audit Committee can be contacted to report
any suspected/confirmed incident of fraud/misconduct on:

Email: [email protected]
Contact no.: 919825150396

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

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 01st March, 2025.

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 Boardâs Report.

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

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with
regard to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo are given
below:

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy: Nil

ii. The steps taken by the Company for utilizing alternate sources of energy: NA

iii. The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: NA

ii. The benefits derived like product improvement, cost reduction, product development or import
substitution: NA

iii. In case of imported technology (imported during last three years reckoned from the beginning of
the financial year): NA

iv. The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

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 Directorsâ Report is given in Annexure - 1.

28. STATUTORY AUDITORS

The Members at the Annual General Meeting of the Company held on 24^th September, 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., up to financial year ending March 2026.

29. INTERNAL AUDITOR

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 had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor
of the company for the period of five years starting from 2022-23 to 2026-27 on the Board Meeting held
on 20^th October, 2022. Mr. Ranjit Kejriwal, resigned from the position of Secretarial Auditor of the
Company with effect from 20^th January, 2025.

Your board has appointed Mr. Jitendrakumar Rewashanakar Rawal, Practicing Company Secretary, as
secretarial Auditor of the company for providing annual secretarial audit report of company for the term
of Financial Year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in
this Annual General Meeting, the appointment of Mr. Ranjit Binod Kejriwal, Company Secretary in
practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of
the company, for performing Secretarial Audit of the company for a period of five consecutive years
commencing from 01st April, 2025 till 31st March, 2030 in accordance with the amendment notified in
Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from 01st
April, 2025.

The secretarial report for the financial year 2024-25 is attached as Annexure-2. The management hereby
assures to stay more vigilant towards compliance and uphold strictest standards of corporate governance
to avoid future non compliances.

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 - 3.

33. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companyâs
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 Companyâs
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 -4.

34. CEO and 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 CEO and CFO is not applicable to
the company. Hence, the same does not does not form part of this Boardâs 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 Boardâs Report.

36. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Jitendrakumar Rewashankar Rawal, 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 - 5.

37. SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplaceâ. 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 directorâs 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. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The company has complied with the provisions of the Maternity Benefit Act.

39. 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).

40. FRAUD REPORTING

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

41. 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.

42. 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 Companyâs 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. The policy is
available at www.shantaiindustrieslimited.com/policies.

43. 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 companyâs operation in nature.

44. 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.

45. 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.

46. OTHER DISCLOSURES

There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy
Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

47. 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.

48. 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 Director

Date: 29-08-2025 Shantai Industries Limited

Sd/-

Harishbhai Fatandas Sawlani
Chairman and Managing Director
DIN:00831848

Omprakash Vishandas Lakhwani resigned w.e.f25/10/2024

Vipulbhai Subhashchandra Munshi appointed w.e.f29/08/2024

Mar 31, 2024

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

Particulars	For the year ended 31-03-2024*	For the year ended 31-03-2023*
Revenue from operations	129.19	60.02
Other Income	2.75	2.26
Total Revenue	131.94	62.28
Profit before tax and Exceptional Items	(6.31)	(9.54)
Exceptional Items	0.00	0.00
Extraordinary Items	0.00	0.02
Profit before Taxation	(6.31)	(9.57)
-Current Tax
-Deferred Tax	_-	_-
-Income tax of earlier years	-	-
Net Profit/ (Loss) For The Year	(6.31)	(9.57)
Other Comprehensive Income for the Year, Net of Tax
Total Comprehensive Income for the Year	(6.31)	(9.57)

* 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 Companyâs 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 Companyâs performance is included in the "Managementâs
Discussion and Analysisâ Report, which forms part of this Report.

3. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors
doesnât 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 Companyâs 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 companyâs 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. Companyâs policy on directorsâ 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:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Harishbhai Fatandas Sawlani	Managing Director	27/07/2015	04/11/2015	-
Mr. Vasudev Fatandas Sawlani	Whole-time Director	27/07/2015	29/09/2022	-
Mrs. Reena Harish Sawlani	Non-Executive Director	27/07/2015	05/08/2016	-
Mr. Omprakash Vishandas Lakhwani	Non-Executive Independent Director	31/03/2018	30/08/2018
Mrs. Vandanaben Satishbhai Dalal	Non-Executive Independent Director	26/09/2020

Mr. Sailesh Joseph
Damor

Chief Financial
Officer

04/11/2015

Ms. Mitali

Mukeshchand

Chouhan

Company

Secretary

11/12/2021

29/04/2023

Mrs. Komal Agarwal

Company

Secretary

29/04/2023

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 armâs 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:

Sr.No	Name	Designation	Nature of Directorship
1	Harishbhai Fatandas Sawlani	Chairman/Managing Director	Executive Director
2	Vasudev Fatandas Sawlani	Whole-time Director	Executive Director
3	Reena Harish Sawlani	Director	Non-Executive Director
4	Omprakash Vishandas Lakhwani	Independent Director	Non-Executive Director
5	Vandanaben Satishbhai Dalal	Independent Director	Non-Executive Director

The Board meets at regular intervals to discuss and decide on the Companyâs 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).

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	29-04-2023	5	5
2.	23-05-2023	5	5
3.	09-08-2023	5	5
4.	23-08-2023	5	5

5.	02-11-2023	5	5
6.	13-02-2024	5	5

II. COMMITTEES MEETING
â¢ 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:

29-04-2023	23-05-2023	09-08-2023
23-08-2023	02-11-2023	13-02-2024

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

SN	Name of Member	Status in	No	of	No of meetings
		Committee	meetings Attended		entitled to Attend
1	Omprakash Vishandas Lakhwani	Chairman	6		6
2	Vandanaben Satishbhai Dalal	Member	6		6
3	Harishbhai Fatandas Sawlani	Member	6		6

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 entityâs 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 directorâs responsibility statement to be included
in the boardâs 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 auditorâs 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).

â¢ 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:

SN	Name of Member	Designation	Nature of Directorship
1	Omprakash Vishandas Lakhwani	Chairman	Non-Executive Independent Director
2	Vandanaben Satishbhai Dalal	Member	Non-Executive Independent Director
3	Reena Harish Sawlani	Member	Non-Executive Director

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

â¢ 29-04-2023

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

SN	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Omprakash Vishandas Lakhwani	Chairman	1	1
2	Vandanaben Satishbhai Dalal	Member	1	1
3	Reena Harish Sawlani	Member	1	1

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.

â¢ STAKEHOLDER''S RELATIONSHIP COMMITTEE

The term of reference of Stakeholderâs 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 Stakeholderâs Relationship Committee.
Composition of the Committee is as follows:

SN	Name of Member	Designation	Nature of Directorship
1	Reena Harish Sawlani	Chairman	Non-Executive Director
2	Omprakash Vishandas Lakhwani	Member	Non-Executive Director	Independent
3	Vandanaben Satishbhai Dalal	Member	Non-Executive Director	Independent

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

29-04-2023

09-08-2023

02-11-2023

13-02-2024

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

SN	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Reena Harish Sawlani	Chairman	4	4
2	Omprakash Vishandas Lakhwani	Member	4	4
3	Vandanaben Satishbhai Dalal	Member	4	4

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 investorâs complaints during the year are as follows:

Status of Complaints pending, received, disposed and unresolved:

Number of Shareholdersâ Complaints Pending at the end of the year	Nil
Number of Shareholdersâ Complaints received during the year	Nil
Number of Shareholdersâ Complaints disposed during the year	Nil
Number of Shareholdersâ Complaints remain unresolved during the year	Nil

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

Name of Directors	Categories	No. of Meeting Attended
Mr. Omprakash Vishandas Lakhwani	Chairman	1
Mrs. Vandanaben Satishbhai Dalal	Member	1

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 Companyâs code of conduct or ethics policy.

It is the Companyâs 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: [email protected]
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 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 boardâ 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 Boardâs 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)

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 Directorsâ 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
Companyâs 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 Companyâs
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 Boardâs Report.

35. CODE OF CONDUCT

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

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 directorâs 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
Companyâs 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

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:

Place: Surat For the Board of Directors

Date: 02/08/2024 Shantai Industries Limited

Sd/-

Harishbhai Fatandas Sawlani
Chairman and Managing Director
DIN:00831848

Mar 31, 2017

BOARD OF DIRECTOR''S REPORT

The Members,

Shantai Industries Limited (Formerly Known as Wheel And Axle Textiles Limited)

The directors present Annual report on the business and operations of the company together with Audited Statement of Accounts of the company for the year ending 31^st March 2017.

The particulars pursuant to sub section 3 of section 134 of the Companies Act, 2013 are given below.

a) The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013:

The extract of Annual Return is in format MGT-9 for the financial year ended 31/03/2017 and is enclosed as "Annexure A" with this report.

b) Number of meetings of the Board:

During the year 2016-17, 8 meetings of Board of Directors were held on 05.05.2016, 09.06.2016, 25.07.2016, 20.10.2016, 24.10.2016, 28.11.2016, 19.12.2016, 25.01.2017.

c) Director''s Responsibility Statements:

The director''s state that:

i) In the preparation of annual accounts for the financial year ended 31^st March 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 as at 31^st March and of the profit / loss of the company for that period;

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ca) Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government.

Auditor has not reported any fraud under sub-section (12) of section 143 of The Companies Act, 2013.

d) A Statement on Declaration given by Independent Directors under sub-section (6) of section 149.

The independent directors have submitted declaration pursuant to Section 149(7) confirming that they meet the criteria of independence pursuant to section 149(6). The statement has been noted by Board of Directors.

e) If Company covered under sub-section (1) of section 178, company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matter provided under sub-section (3) of section 178.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of director and key managerial personal and their remuneration. The policy is disclosed at "Annexure B" in pursuance of provision to section 178(3) of the companies Act 2013.

The Company does not pay any remuneration to the Non-Executive/Independent Directors of the company other than si ng fees for attending the meeting of the Board/Committee. Remuneration to the Managing Director is governed by the relevant provisions of the Companies Act, 2013.

f) Explanations or comments by the board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report / by the company secretary in practice in his secretarial audit report.

The statutory auditors have not made any qualifications, reservations or adverse remarks or disclaimer in the report and no explanation or comments by the board is required.

The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in prescribed Form MR-3 is attached to as "Annexure C" to this report.

g) Particulars of loans, guarantees or investments under section 186 of Companies act, 2013

Company has not during the year under review (a) given any loan to any person or other body corporate (b) Given any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, Exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more and hence the particulars are not required to be included in this report.

h) Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2)

The company has entered into transactions referred to in section 188(1) of The Companies Act, 2013 with related party and as such particulars in form AOC-2 are attached to this report.

FORM AOC-2

Material related party Transactions

I. Details of contract or arrangements or transactions not at arm''s length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31^st March, 2017 which were not at arm''s length basis

II. Details of material contracts or arrangements or transactions at arm''s length basis:

The details of material contracts or arrangements or transactions at arm''s length basis for the year ended 31^st March, 2017 are as follows.

Sr. No.	Name of the Related Party & Relationship	Nature of Transaction	Duration	Salient Terms	Amount
01	Murlibhai F. Sawlani	Director''s Remuneration	Ongoing	On arm''s length basis in ordinary course of business	2,80,000
02	Vasudev F. Sawlani	Director''s Remuneration			2,80,000
03	Harish F. Sawlani	Director''s Remuneration			2,80,000
04	Shweta C. Shah	Salary as CS			30,000
05	Shailesh J Damor	Salary as CFO			1,20,000

i) The state of Company''s affairs

There is no Material change in the state of affairs of the company particularly nature of business being carried out.

The income for the year has increased from Rs, 6,38,16,340/-in the year 2015-16 to Rs, 1,08,09,36,089.95/- in the year 2016-17. The company earned profit of Rs, 73.75 Lacs against Profit of Rs, 5.51 Lacs in previous year.

The Company has not issued any share capital or Debentures during the year. There is no change in the status of the company or the accounting year.

j) The amount, if any, which it proposes to carry to any reserves

The Directors do not propose to carry any amount to reserves.

k) The amount, if any, which it recommends should be paid by way of dividend.

The company has already paid interim dividend during the year under review. The Directors do not recommend any amount by way of final dividend.

l) Material Changes and commitments, if any, Affecting the Financial Position of the Company which have occurred between the Ends of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and / or commitments affecting financial position of the Company occurred after end of financial year till date of this report.

m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in such manner as may be prescribed.

The company is engaged in trading activity and the manufacturing activity is being undertaken by way of job work, being outsourced from other parties. There is very limited scope of conservation of energy. Beside in absence of any foreign technology there is no question of absorption.

Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules, 2014 with respect to above is given below.

(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION-

i) The efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. The details of technology imported : Not Applicable

b. The year of import: Not Applicable

c. Whether the technology been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable and

iv) The expenditure incurred on Research and Development: NIL

Foreign Exchange earned (actual inflows during the year): Rs, 94.40 Crore

Foreign Exchange outgo (actual outflows): NIL

n) A statement including development and implementation of a Risk Management Policy for the company including identification therein of elements of risk, if any, which in the opinion of the board may threaten the existence of the company;

The Directors do not foresee any risk that may threaten the existence of the company in normal course. The Directors proposes to develop and implement specific Risk Management Policy on identification of any risk.

o) The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;

Since the net worth of the company is below Five Hundred crores, Turnover of the company is below one thousand crores, Net Profit of the company is below five crores. The provision of Section 135 of The Companies Act, 2013 is not applicable to the company and hence the company is not required undertake any corporate Social Responsibility (CSR) initiatives.

p) In case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;

Pursuant to provision of the Companies Act, 2013 the board has carried out the annual performance evaluation of its own performance as well as the evaluation of the Audit, Nomination & Remuneration Committee.

The chairman of Board of directors and the chairman of Nomination & remuneration Committee met all the directors individually to get an overview of the functioning of the board and its constituents inter alia on the following board criteria i.e. attendance and level of participation, independence of judgment exercised by independent directors, interpersonal relationship etc.

Based on the valuable inputs received the directors are encouraged for effective role in company management. q) Such other matters as may be prescribed.

(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)

i) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is as:

Particulars	As on 31/03/2017	As on 31/03/2016
Turnover and other income	1081068856.22	64135472.05
Profit/Loss (-) before Financial Charges & depreciation	10973865.13	784383.47
Interest and Financial Charges	102486.32	12544.34
Profit/Loss(-) before depreciation	10871378.81	796927.81
Depreciation	28698.04	0.00
Profit /Loss(-) After Tax for the year	7375188.77	550675.81

ii) The Change in the nature of business, if any:

There is no Material change in nature of business of the company. The director however plans to change the object clause of memorandum of Association for diversifying the business in future.

iii) The Details of Directors or key managerial personnel who were appointed or have resigned during the year:

Ms. Shweta C. Shah was appointed as company secretary cum compliance officer of the company with effect from 01/02/2017 apart her there is no change in directors and Key Managerial Personnel of the company.

iv) The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

No company has become or ceases to be subsidiary, joint venture or associate company.

v) The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year: Not Applicable

(ii) Maximum during the year: Not Applicable

(iii) At the end of the year: Not Applicable

vi) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL

vii) The 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: NIL

viii) The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on continuous basis covering all major operation. During the year no Reportable Material weakness in the operation was observed.

Disclosures under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Sr. No.	Requirement under Rule 5(1)	Details
(i)	The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year.	1:1
(ii)	The percentage increase in remuneration of each director, chief financial officer, Chief Executive officer, company secretary or manager, in the financial year.	Directors-366.67% CFO- 100% CS-100%
(iii)	The percentage increase in the median remuneration of employees in the financial year	544.44%
(iv)	Number of permanent employees on the rolls of the company as on 31^st March, 2017.	8 i.e.3 MDS,1 CS, 1 CFO and 3 employees
(v)	Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
				FY 15-16	FY 16-17
			No. of Months	6	12
			No. of Employees	1	3
			Average Salary	8,000	40000
			Percentile increase		900%
			Reason for increase	As company was operated only 6 months in FY 15-16.

(vi)	Affirmation that the remuneration is as per the remuneration policy of the company.	The company affirms remuneration is a per the remuneration policy of the company.

No Employee of the company has been paid Remuneration in excess of limits laid down in rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement showing details thereof is not applicable.

Audit Committee:

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. The Audit committee comprises of 3 directors namely Shri Viral Suryakant Vora, Shri Kirankumar Narharibhai Doshi, and Mr.

Harishbhai Fatandas Sawlani. Shri Viral Suryakant Vora is the Chairman of the Audit Committee. During the year there was no instance where the board had not accepted the Recommendation of Audit Committee.

Vigil Mechanism/Whistle Blower Policy

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 behaviors, 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 Viral Suryakant Vora, the Chairman of the Audit Committee can be contacted to report any suspected / confirmed incident of fraud/misconduct on:

Email: [email protected] Contact no.: 09913425000

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.

The Board of Directors place on records the services of all stakeholders and associates who have co-operated in the working of the Company.

By Order of the Board of Directors

For Shantai Industries Limited

(Formerly Known As Wheel And Axle Textiles Limited)

Sd/-

Place: Surat Murlibhai F. Sawlani

Date : 05/05/2017 (DIN: 00655536)

Chairman and Managing Director

Mar 31, 2013

To The Members of Wheel & Axle Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY EIGHTH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 (Rs.) (Rs.)

Profit before Interest & Tax (5,837) (16,674)

Less : Interest 0 0

Provision for taxation 0 0

Provision for deferred tax 0 0

Net Profit (5,837) (16,674)

Add : Excess provision (270) 0

Add : Prior year adjustments 0 0

Add : Balance brought forward 4,09,00,317 4,09,75,104

Profit available for appropriation 4,08,94,210 4,09,58,430

Appropriations

Proposed Dividend 50,000 50,000

Tax on proposed dividend 8,495 8,112

General Reserve 0 0

Balance carried to Balance Sheet 4,08,35,715 4,09,00,318

Total 4,08,94,210 4,09,58,430

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1% on the Equity Shares of the Company which will result in a net outflow of Rs.58,495/- including dividend tax of Rs. 8,495/-. The dividend, if approved by the members at the meeting, will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. DETAILS OF EMPLOYEES UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 60,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We 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 of the Company as at March 31, 2013 and of the profit of the Company for the year ended March 31, 2013

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Praful A. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

7. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, from the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

8. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

9. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : May 24th, 2013 For and on behalf of the Board

Place : Surat Suhail P. Shah

Director

Mar 31, 2012

To The Members of Wheel & Axle Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY SEVENTH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2012

1. FINANCIAL RESULTS

2011-12 2010-11

(Rs. ) (Rs. )

Profit before Interest & Tax (16,674) (25,71,978)

Less : Interest 0 0

Provision for taxation 0 0

Provision for deferred tax 0 0

Net Profit (16,674) (25,71,978)

Add : Excess provision 0 70,464

Add : Prior year adjustments 0 0

Add : Balance brought forward 4,09,75,104 4,35,34,429

Profit available for appropriation 4,09,58,430 4,10,33,215

Appropriations

Proposed Dividend 50,000 50,000

Tax on proposed dividend 8,112 8,112

General Reserve 0 0

Balance carried to Balance Sheet 4,09,00,318 4,09,75,104

Total 4,09,58,430 4,10,33.215

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1% on the Equity Shares of the Company which will result in a net outflow of Rs. 58,112/- including dividend tax of Rs. 8,112/-. The dividend, if approved by the members at the meeting, will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. DETAILS OF EMPLOYEES UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 60,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We 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 of the Company as at March 31, 2012 and of the profit of the Company for the year ended March 31, 2012

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Mr. Alok P. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

7. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, from the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

8. COMMENTS ON THE AUDITOR'S REPORT

The observations made in the Auditor's Report are self explanatory and do not call for any further comments.

9. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

For and on behalf of the Board

Suhail P. Shah Director

Date : July 19th, 2012 Place : Surat

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