Sharda Ispat Ltd

2. STATE OF COMPANY'S AFFAIRS:

Discussion on the state of the Company's affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

3. REVIEW OF PERFORMANCE:

4. DIVIDEND:

5. TRANSFER TO RESERVES:

6. DEPOSITS:

7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANY:

129 (3) of the Companies Act, 2013, containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is not enclosed.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In the current financial year 2023-24, the Company has no unpaid/unclaimed dividend that is to be transferred to Investor Education and Protection Fund. Hence, the provisions of Section 125 of the Companies Act, 2013 do not apply.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. There was no change in the nature of the business of the Company during the year.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There was no change in the composition of the Board during the financial year 2023-24.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Poonam Sarda (DIN 00190512) Wholetime Director (Chief Financial officer) of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

The Board of directors recommends her appointment for consideration of the shareholders at Item no.2 of the Notice calling 63^rd Annual General Meeting.

Further, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, in its meeting held on 13^th August, 2024 , subject to the approval of the members of the Company, have appointed Shri Prakash Soni (DIN: 01741631), Shri Mukund Mohta (DIN: 00580540) and Shri Govind Mantri (DIN: 00414922) as Independent Directors for first term of 5 years with effect from 13^th August, 2024.

Necessary resolutions for the above re-appointment/appointments are being made a part of the Notice convening the ensuing general meeting. Brief profile of Smt. Poonam Sarda, Shri Prakash Soni, Shri Mukund Mohta and Shri Govind Mantri, who are proposed to be re-appointed/appointed, nature of expertise, names of the companies in which they hold directorships, their shareholding in the Company and other relevant details are provided in the Corporate Governance Report forming part of the Annual Report.

The brief resume and other details relating to Smt.Poonam Sarda (DIN:00190512) who is proposed to be re-appointed, as required to be disclosed under Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling 63^rd Annual General Meeting.

None of the Directors of your Company are disqualified under the provisions of Section 164 (2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Smt. Poonam Sarda was appointed as Director of the Company on 21.01.2010 and further as Whole-time Director on 01.04.2012 and has been continued as Woman Director of the Company.

As per the provisions of Section 2 (51) read with Section 203 of the Companies Act, 2013, the Board of Directors noted that Shri Nandkishore Sarda, (DIN 00229911) Chairman and Managing Director, Smt. Poonam Sarda, (DIN 00190512) Whole-time Director and Chief Financial Officer and Shri Amit B. Mundada (Company Secretary and Compliance officer) are the key managerial Personnel of the Company as on the date of this Board's Report.

The Company has received the necessary declaration from each Independent Directors who are part of board confirming that:

a. He meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

b. Registered themselves with the Independent Director's databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel.

11. BOARD EVALUATION:

During the financial year 2023-24, the Nomination and Remuneration Committee formulated a process for effective evaluation of the performance of individual Directors, Committees of the Board and the Board as a whole, in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board formally assesses its own performance after seeking inputs from all the Directors based on parameters which, inter alia, include Board composition and structure, effectiveness of Board processes, information and functioning, performance of the Board on deciding long term strategy planning, structure, composition and role clarity of the Board and Committees, discharging of governance and fiduciary duties, handling critical issues etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of the committee, effectiveness of the committee meetings, information and functioning. The parameters for the performance evaluation of the Directors include contribution made at the Board / Committee meetings, attendance, instances of sharing best practices, domain knowledge, vision, strategy, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also reviewed performance of the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The independent directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. REMUNERATION POLICY:

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at the Board meeting, subject to the subsequent approval of the Shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, positive attributes, industry standards as well as the financial position of the Company.

The remuneration of the Managing Director and Whole-time Director comprises Salary, contributions to provident fund, gratuity and leave encashment facility. The Company does not have any stock option scheme. The tenure of the office of the Managing Director and Whole-time Director is 5 (Five) years. The Board has discretion to decide notice period of the Managing Director and Whole-time Director. There is no separate provision for payment of severance fees.

Remuneration to Non- Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees. The NonExecutive Directors are paid sitting fees for each meeting of the Board attended by them.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is posted on the website of the Company http: //shardaispat.com under the policy tab in Investor section.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

The familiarization program aims to provide insights to the Independent Directors to understand the business of the Company. Upon induction, the independent directors are familiarized with their roles, rights and responsibilities. Your Company provides information to familiarize the Independent Diectors with the strategy, operations and functions of the Company.

The Independent Director/s, from time to time, request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.

At various Board Meetings, the Board Members are provided with information to help them understand the Company's strategy /policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

Quarterly information on business performance, operations, safety, market scenario, financial parameters, working capital management, fund flows, senior management change, major litigation, compliances, donations, regulatory scenario etc.

The policy on familiarization programmes for Independent Directors is posted on the website of the Company http://shardaispat.com/investor/policy.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 sub-section (3) (c) and (5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:

(i) . In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) . The Directors have selected such accounting policies and applied them consistently and made judgements 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, 2024 and of the profit of the Company for the year ended on that date;

(iii) . The Directors have 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 Directors have prepared the annual accounts on a ‘going concern 'basis.

(v) . The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

15. AUDITORS AND THEIR REPORT:

STATUTORY AUDITORS

M/s. Panpalia Taori & Co., Chartered Accountants, Nagpur were appointed as the statutory auditors of the Company at the 59^th Annual General Meeting (AGM) of the Company held on 11^th December, 2020 for a fixed first term of 5 years from the conclusion of 59^th Annual General Meeting until the conclusion of the 64^th Annual General Meeting to be held for the Financial Year 2024-25.

During the year 2023 - 2024, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc.; and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITORS

Pursuant to Section 148(1) of the Act, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on May 21, 2024, has on the recommendation of the Audit Committee, re-appointed M/s. Narendra Peshne & Associates, Cost and Management Accountants, Nagpur (Firm Registration Number:100269) to conduct the audit of the cost accounting records of the Company for financial year 2024-25. The remuneration payable to the Cost Auditors is subject to the ratification of the members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the members for ratification at the Item No.3 of the Notice convening ensuing Annual General Meeting. The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2023, was September 30, 2023 and the Cost Audit Report was filed in XBRL mode on August 24, 2023.

SECRETARIAL AUDITORS:

M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur were appointed as the Secretarial Auditors of the Company, for the Financial Year 2023-24.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors is attached as an Annexure “5”, which forms an integral part of the Board's Report, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanations by the Company.

With reference to the comment of the secretarial auditors regarding-

The Company has not paid listing fee to Calcutta Stock Exchange and the Status of the Company as viewed on the website of Calcutta Stock Exchange, is suspended.

The necessary clarification/ explanation on the qualification/ adverse remark in the Secretarial Audit Report is given below:

The Company has stepped up and is in the process to expel the suspension from Calcutta Stock Exchange.

Further, the Board of Directors of the Company at its Meeting held on 21^st May, 2024 has approved the re-appointment of, M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur, as the Secretarial Auditors of the Company for the Financial Year 2024-25.

INTERNAL AUDITORS:

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company has appointed M/s. LNJ & Associates, a firm of Chartered Accountants in practice from Nagpur as Internal Auditors of the Company for the Financial Year 2023-2024.

16. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (“CSR”) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure “4”. of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Pursuant to the amendment in the provisions of Section 135 of the Companies Act, 2013, effective from 22^nd January, 2021, the requirement for the constitution of the Corporate Social Responsibility Committee shall not be applicable, where the amount to be spent by a company towards the Corporate Social Responsibility does not exceed fifty lakh rupees. The Board had dissolved the Corporate Social Responsibility Committee with effect from 11th November, 2022.

The CSR policy has been hosted on the Company's website and is available on the link http://shardaispat.com/investor/policy under the head policies under the Investor's section. It lays down the purpose of formulation of the policy, areas of focus, composition of Committee and CSR budget.

17. CORPORATE GOVERNANCE:

The Company aspires to reach highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

The requisite certificate from the Practicing Company Secretary certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.

18. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2023-24 under review, 4 meetings of the Board of Directors of the Company were held on (i) 29^th May, 2023, (ii) 11^th August, 2023, (iii) 02^nd November, 2023 and (iv) ) 24^th January, 2024.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The particulars of Loans given and investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in financial statements (Ref. Notes No. 6 and 13). The loans given are utilized by the recipient for their business purposes. The Company has not extended corporate guarantee or securities granted on behalf of any other Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the Financial Statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring that transactions are carried out with adequate authorization and complying with Corporate Policies and Processes. Such controls have been assessed during the year, after taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis.

RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is annexed herewith as Annexure “1”. Related party disclosures as per Ind AS have been provided in Note 34 to the Financial Statements. (Please refer Note No. 13,34,35 and 37 of the financial statements).

The policy on Related Party Transactions in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as approved by the Board is uploaded on the Company's website at http://shardaispat.com under the head policy in Investor section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information on conservation of energy, technology absorption and foreign exchange outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure “2”.

ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, filed with Registrar of Companies, is available on the Website of the Company https://shardaispat.com/ and can be accessed at https://shardaispat.com/investor/annual-return/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are given in Annexure “3”.

The details of top ten employees of the Company is annexed as Annexure “3-A” to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

Risk management, which aims at managing the impact of uncertainties, is an Integral part of the Company's strategy setting and decision making process. The Company regularly identifies uncertainties and after assessing them, devises short-term and longterm plans to mitigate any risk which could materially impact on the Company's goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organization.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.The risk management policy of your Company is available on the website of the Company- http://shardaispat.com/investor/policy.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunal which impact the going concern status and Company's operations in future.

5. The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and such accounts and records are made and maintained.

6. During the financial year 2023-24, the Company has duly complied with the applicable Secretarial Standards, namely Secretarial Standard-1 ('SS-1') on Meetings of the Board of Directors and Secretarial Standard-2 ('SS-2') on General Meetings.

7. There are no such shares of the Company which are to be kept in the shares suspense account.

8. The Company has complied with provisions relating to the constitution of Internal Complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. Under the Insolvency and Bankruptcy Code 2016, no applications were made during the financial year 2023-24 by or against the Company and there are no proceedings pending as at the end of the financial year.

10. The Company has not made any one time settlement with any of its lenders.

Furthermore, the directors also 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.

The disclosures/ information/ details disclosed/ given elsewhere in the annual report have not been repeated again in the Board's Report for the sake of brevity. Members are requested to refer relevant sections for the information. All policies/ disclosures required to be disclosed on the website are available under the Investors' section on the website of the Company at www.shardaispat.com.

ACKNOWLEDGEMENT:

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their support and look forward to their continued support in future. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.