Shanti Gold International Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2024

Your Directors have pleasure in presenting the Eleventh Annual Report on the business and operations
of the Company together with Audited Standalone Financial Statements of the Company for the
financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

A) The Company''s summarized financial performance for the year under review along with previous
year figures are given below:

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from Operations	71,143.33	67,940.40
Other Incomes	356.09	285.52
Total Income	71,499.43	68,225.92
Total Expenses	67,943.79	65,181.43
Profit/Loss Before Tax	3,555.64	3,044.49
Total Tax Expense	949.82	813.81
Profit / Loss after tax	2,605.82	2,230.68

Your Company has booked gross operational revenue of Rupees 71,143.33 Lakhs during the current
financial year 2023-2024 under review as against Rupees 67,940.40 Lakhs in the previous year. The
Company’s current year profit before tax is Rupees 3,555.64 Lakhs as against Rupees 3044.49
Lakhs in the previous financial year.

B) Transfer to Reserves

During the year under review, no amount was transferred to any reserve

C) Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

During the period under review there was no unpaid or unclaimed dividend that was required to be
transferred to unpaid dividend account.

D) Dividend

With the intention to plough back the profits of the Company, the Board does not recommend any
dividend for the current year.

E) Revision of Financial Statements

There was no revision of the financial statements for the year under review.

F) Operations/ State of Company''s Affairs

The Company is engaged in the business of crafting jewelry from precious metals and semi¬
precious stones. As a premier jewelry manufacturer, the Company offers its customers a wide range
of exquisite designs with superior craftsmanship, utilizing cutting-edge technology to achieve
impeccable finishes.

G) Change in the Nature of Business

There was no change in the nature of business during the year.

H) Material changes and commitments, if any, affecting the financial position of the Company

Your Directors are of the opinion that there were no material changes and commitments affecting
the financial position of the Company which have occurred between the end of the financial year
and date of this report except the following:

Increase in Authorized Share Capital of the Company: At the Board Meeting held on September
02, 2024, the Board of the Company increased the Authorized Share Capital of the Company to Rs.
80,00,00,000 (Rupees Eighty Crores only) consisting of 8,00,00,000 (Eight Crores) Equity Shares
of Re. 10/- each and has recommended the same to the Members for their consideration at the
ensuing AGM.

I) Significant and Material Order passed by the Regulator or Court

No order was passed by any Regulator, Court or Tribunal impacting Company''s operation in future
during the year under review.

J) Subsidiaries, Joint Ventures and Associate Companies

Your Company has no Subsidiary, Joint Venture and Associate Companies.

2. SHARE CAPITAL

As on March 31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company is
Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs) shares of Rs.
10/- (Rupees Ten) each.

The Registrar and Transfer Agent of the Company is Big share Services Private Limited. For year
under review, the securities of the Company were held in dematerialized form with Central
Depository Services (India) Limited (‘CDSL’) and after the year under review, i.e. as on the date of
this Report, the securities of the Company are admitted with National Securities Depository Limited
(‘NSDL’).

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Composition of Directors and Key Managerial Personnel of the Company

The Board of Directors of your Company is duly constituted except that as per provision of Section
149 of the Companies Act, 2013, (‘the Act’) the Company is required to appoint two (2)
Independent Directors and a Woman Director. However, during the year under review, the Company
faced challenges in identifying suitable candidates to fulfill this requirement but as on the date of
this report, the Board of Directors of your Company is duly constituted as per the provisions of the
Act. The Board of Directors and Key Managerial Personnel of the Company during the year under
review is mentioned as under:

Sr. No.	Name	Designation
1	Mr. Pankajkumar Hastimal Jagawat	Managing Director
2	Mr. Manojkumar Jain	Whole time Director
3	Mr. Shashank Bhawarlal Jagawat	Non- Executive Director
4	Mrs. Namrata Somani	Company Secretary

After the closure of the year under review, the following changes took place in the Board of Directors
and Key Managerial Personnel of the Company:

i. Non-Executive Independent Woman Director: The Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee, appointed Mrs.
Purvi Shah (DIN: 10694424) as an Additional Director in the capacity of Non-
Executive Independent Woman Director with effect from July 01, 2024 and the
Members of the Company, approved the said appointment at its Extra Ordinary General
Meeting held on July 26, 2024.

ii. Non-Executive Independent Director: The Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee, appointed Mrs.
Bhavika Ghuntla (DIN: 10084723) as Additional Director in the capacity of Non-
Executive Independent Director with effect from July 01,2024 and the Members of the
Company, approved these said appointment at its Extra Ordinary General Meeting held
on July 26, 2024.

iii. Company Secretary (‘CS’): Mrs. Namrata Somani (M. No.- A48615) resigned as the
CS with effect from June 14, 2024 due to personal reasons. Ms. Vrushti Shah (M. No.-
A71844), a member of the Institute of Company Secretaries of India, was appointed as
the Company Secretary with effect from June 17, 2024.

iv. Chief Financial Officer (‘CFO’): Mr. Shriram Iyengar was appointed as the CFO of
the Company with effect from June 17, 2024.

Accordingly, the composition of the Board of Directors and Key Managerial Personnel of the Company
as on the date of this Report is mentioned as under:

Sr. No.	Name	Designation
1	Mr. Pankajkumar Hastimal Jagawat	Managing Director
2	Mr. Manojkumar Jain	Whole time Director
3	Mr. Shashank Bhawarlal Jagawat	Non- Executive Director
4	Mrs. Purvi Pathik Shah	Non-Executive Independent Woman Director
5	Mrs. Bhavika Yash Ghuntla	Non-Executive Independent Director
6	Ms. Vrushti Parag Shah	Company Secretary
7	Mr. Shriram Kannan Iyengar	Chief Financial Officer

B) Retire by Rotation

In terms of Section 152 of the Act, Mr. Manojkumar Jain (DIN: 01817027) Whole time Director of the
Company, retires by rotation at the ensuing Annual General Meeting (‘ AGM’) and being eligible, offers
himself for re-appointment.

C) Declaration by Independent Directors

As per Section 149 of the Act, the Company is required to appoint two (2) Independent Directors.
However, during the year under review, the Company faced challenges in identifying suitable
candidates to fulfill this requirement but as on the date of this report, the Company has appointed Mrs.
Purvi Pathik Shah and Mrs. Bhavika Yash Ghuntla as Independent Directors with effect from July 01,
2024 and the Company has received the necessary declarations from each of the Independent Director
under Section 149(7) of the Act, that they meet the criteria of independence laid down under Section
149(6) of the Act and there has been no change in the circumstances which may affect their status as
independent director.

The Board has taken on record these declarations after undertaking the due assessment of the veracity
of the same.

D) Opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed during the year

As mentioned above, during the year under review, the Company faced challenges in identifying
suitable candidates to appoint as independent directors of the Company and accordingly, a statement
regarding opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the independent directors appointed during the year is not applicable to the Company.
However, as on the date of this report, the Company has appointed Mrs. Purvi Pathik Shah, and Mrs.
Bhavika Yash Ghuntla as Independent Directors with effect from July 01, 2024 and in the opinion of
the Board, the Independent Directors of the Company possess relevant expertise and experience
(including the proficiency).

E) Independent Directors Meeting

Since the Board did not comprise of any Independent Directors during the year under review, there
was no meeting conducted of Independent Directors.

F) Familiarization Programme for Independent Directors

In accordance with the Code of Conduct for Independent Directors specified under the Act and as on
the date of this Report, the Company has in place a familiarization programme for all its Independent
Directors. Such familiarization programs help the Independent Directors to understand the Company’s
strategy, business model, operations, markets, organization structure, risk management etc. and such
other areas as may arise from time to time.

G) Remuneration/ Commission drawn from Holding/Subsidiary Company

None of the Directors of the Company have drawn any Remuneration/ Commission from
Holding/Subsidiary Company.

H) Board Evaluation

Rule 8(4) of The Companies (Accounts) Rules, 2014 pertaining to disclosure of statement indicating
the manner of formal annual evaluation of performance of Board and its Committee and Individual
Directors is not applicable to the Company. However, as good governance practice, the Board has
carried out an annual evaluation of its performance and that of its committees and individual Directors.
The Board evaluation was conducted through questionnaire designed with qualitative parameters and
feedback based on ratings.

4. MEETINGS OF THE BOARD

12 (Twelve) Meetings of the Board of Directors were held during the financial year under review.
The intervening gap between the Meetings was within the period prescribed under the Act. The
details of Board meetings and Attendance of Directors at the Board Meetings held during the year
under review are given below:

Sr. No.	Date of Board Meeting	Total No. of Directors as on the date of the Meeting	No. of Directors Present
1	May 04, 2023	3	2
2	July 27, 2023	3	3
3	July 31, 2023	3

4	August 29, 2023	3	3
5	September 18, 2023	3	3
6	September 26, 2023	3	3
7	October 16, 2023	3	3
8	December 26, 2023	3	3
9	January 19, 2024	3	3
10	February 21, 2024	3	3
11	March 01,2024	3	3
12	March 27, 2024	3	3

The attendance record of the Directors at the Board Meetings is as under:

Sr. No.	Name of Director	Designation	No. of Meetings entitled to attend	No. of Meetings attended
1	Mr. Pankajkumar Jagawat	Managing Director	12	11
2	Mr. Manojkumar Jain	Whole Time Director	12	12
3	Mr. Shashank Jagawat	Non-Executive Director	12	12

5. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and have
been constituted to deal with specific areas/activities which concern the Company and need a closer
review. The Board Committees are set up under the formal approval of the Board to carry out clearly
defined roles which are considered to be performed by members of the Board, as a part of good
governance practice.

The Board supervises the execution of its responsibilities by the Committees and is responsible for
their action. The Minutes of the Meetings of all Committees are placed before the Board. The Board
Committees can request special invitees to join the meeting, as appropriate.

The Board has currently established the following Committees:

A) Audit Committee

The Board has constituted Audit Committee. However, the composition of the Committee, during
the year under review, was not in accordance to the provisions of Section 177 of the Act as the
Company could not appoint required numbers of Independent Directors.

The Audit Committee met 4 (Four) times during the year under review. All the recommendations
made by the Audit Committee were accepted by the Board. The details of Audit Committee Meetings
held during the year under review are given below:

Sr. No.	Date of Meeting	Total no. of members as on the date of the Meeting	No. of members present
1	July 27, 2023	3	3
2	July 31,2023	3	3
3	August 29, 2023	3	3
4	March 27, 2024	3	3

The composition of the Audit Committee and particulars of meetings attended by the members of the
Audit Committee during the year under review are given below:

Sr. No.	Name	Designation		No. of Meetings entitled to attend	No. of Meetings attended
1	Mr. Pankajkumar Jagawat	Managing Director	Chairperson	4	4
2	Mr. Manojkumar Jain	Whole Time Director	Member	4	4
3	Mr. Shashank Jagawat	Non-Executive Director	Member	4	4

Pursuant to the aforementioned appointments of Independent Directors after the closure of the year
under review, the Audit Committee was re-constituted by the Board of Directors at their meeting held
on July 15, 2024 as per Section 177 of the Act and as on the date of this report, the composition of the
Audit Committee is as mentioned under:

• Mrs. Purvi Shah (Non-Executive Independent Woman Director) - Chairperson

• Mrs. Bhavika Ghuntla (Non-Executive Independent Director) - Member

• Mr. Pankajkumar Jagawat (Managing Director) - Member

B) Nomination and Remuneration Committee

The Board has constituted Nomination & Remuneration Committee. However, the composition of
the Committee, during the year under review, was not in accordance to the provisions of Section 178
of the Act as the Company could not appoint required numbers of Independent Directors.

The Nomination and Remuneration Committee met 2 (Two) times during the year under review. The
details of Nomination and Remuneration Committee Meetings held during the year under review are
given below:

Sr. No.	Date of Meeting	Total no. of members as on the date of the Meeting	No. of members present
1	July 27, 2023	3	3
2	September 26, 2023	3	3

The composition of the Nomination and Remuneration Committee and particulars of meetings attended
by the members of the Nomination and Remuneration Committee during the year under review are
given below:

Sr. No.	Name	Designation		No. of Meetings entitled to attend	No. of Meetings attended
1	Mr. Pankajkumar Jagawat	Managing Director	Chairperson	2	2
2	Mr. Manojkumar Jain	Whole Time Director	Member	2	2
3	Mr. Shashank Jagawat	Non-Executive Director	Member	2	2

Pursuant to the aforementioned appointments of Independent Directors after the closure of the year
under review, the Nomination and Remuneration Committee was re-constituted by the Board of
Directors at their meeting held on July 15, 2024 as per Section 178 of the Act and as on the date of this
report, the composition of the Nomination and Remuneration Committee is as mentioned under:

• Mrs. Bhavika Ghuntla (Non-Executive Independent Director) - Chairperson

• Mrs. Purvi Shah (Non-Executive Independent Woman Director) - Member

• Mr. Shashank Jagawat (Non-Executive Director) - Member

C) Corporate Social Responsibility (‘CSR’) Committee

As per Section 135(9) of the Act, since the amount of expenditure towards CSR activities does not
exceed Rs. 50 Lakhs then requirement for constitution of CSR committee is not applicable. However,
as a good practice, the Board has constituted CSR Committee voluntarily.

The CSR Committee met 2 (Two) times during the year under review. The details of CSR Committee
Meetings held during the year under review are given below:

Sr. No.	Date of Meeting	Total no. of members as on the date of the Meeting	No. of members present
1	May 04, 2023	3	2
2	August 29, 2023	3	3

The composition of the CSR Committee and particulars of meetings attended by the members of the
CSR Committee during the year under review are given below:

Sr. No.	Name	Designation		No. of Meetings entitled to attend	No. of Meetings attended
1	Mr. Pankajkumar Jagawat	Managing Director	Chairperson		1
2	Mr. Manojkumar Jain	Whole Time Director	Member	2	2
3	Mr. Shashank Jagawat	Non-Executive Director	Member	2	2

Pursuant to the aforementioned appointments of Independent Directors after the closure of the year
under review, the CSR Committee was re-constituted by the Board of Directors at their meeting held

on July 15, 2024 as per Section 135 of the Act and as on the date of this report, the composition of the
CSR Committee is as mentioned under:

• Mrs. Purvi Shah (Non-Executive Independent Woman Director) - Chairperson

• Mr. Pankajkumar Jagawat (Managing Director) - Member

• Mr. Manojkumar Jain (Whole Time Director) - Member

6. POLICIES:

A) Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the Act, the Company has framed a Whistle
Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or violation
of the Company’s Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is
affirmed that no personnel of the Company have been denied access to the Audit Committee and
there was no such reporting during the financial year 2023-24.

B) Nomination and Remuneration Policy

In compliance with the requirements of Act and Rules made thereunder, the Board of Directors has
a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel, Functional
Heads and other employees of the Company.

The salient features and objectives of the policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who
may be appointed in Senior Management of the Company in accordance with the criteria laid
down by Nomination and Remuneration Committee and recommend to the Board their
appointment and removal.

b. To lay down criteria to carry out evaluation of every Director’s Performance.

c. To formulate criteria for determining qualification, positive attributes and Independent Director.

d. To determine the composition and level of remuneration, including reward linked with the
performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP,
Senior Management Personnel & other employees to work towards the long-term growth and
success of the Company.

C) CSR Policy

In accordance with Section 135 of the Act, as amended read with the Notification issued by the
Ministry of Corporate Affairs and the rules made thereunder, the Company has formulated a
Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures,
is given in Annexure -1 to this Report.

D) Risk Management Policy

The Company has prepared a Risk Management policy to identify, evaluate the internal and external
risks and opportunities in particular financial, operational, sectoral, sustainability, information and
cyber security risks. Risk Management Policy enables the Company to proactively manage
uncertainties and changes in the internal and external environment to limit negative impacts and
capitalize on opportunities.

All the aforementioned Policies are posted on the company''s website and may b&_a<5S^ssed at

www.shantigold.in

7. CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to its CSR initiatives and has been carrying out CSR activities in
terms of Section 135 read with Schedule VII of the Act and the Companies (CSR Policy) Rules,
2014.

The Company has in place a Corporate Social Responsibility policy as per the Act and the same is
available on the website of the Company at www.shantiaold.in

The annual report on the Corporate Social Responsibility Activities is set out in Annexure - I to
this report.

8. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since
during the year under review, none of the employees of your Company was in receipt of
remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT

During the financial year ended March 31,2024, no investment, loan or guarantee or security under
Section 186 of the Act were made/given by the Company. The details of the investments were made
in earlier years in compliance with Section 186 of the Act and has been disclosed in the notes to the
Standalone financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with the related parties as defined in the Act during the financial year
ended on March 31, 2024 were in the ordinary course of business and on arms’ length basis. They
were duly reviewed and approved by the Audit Committee and Board of Directors of the Company
within the specified time.

Hence, no particulars are being provided in Form AOC-2.

The details of all such related parties’ transactions have been disclosed in the notes to the Standalone
financial statements.

11. RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates.

A key factor in determining a company’s capacity to create sustainable value is the risks that the
company is willing to take (at strategic and operational levels) and its ability to manage them
effectively. Many risks exist in a company’s operating environment and they emerge on a regular
basis. The Company’s Risk Management process focuses on ensuring that these risks are identified
on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a
mechanism to ensure that they are mitigated by timely action. The Company has a Risk
Management framework to identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business objectives and enhance the
Company’s competitive advantage. In the opinion of the Board, there are no such risks, which may
threaten the existence of the Company.

12. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate internal financial control systems in all areas of operation. The Board
of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of
business, including adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of frauds and errors, ensuring accuracy and completeness of the accounting records and
timely preparation of reliable financial information.

The services of internal and external auditors are utilized from time to time, in addition to the in-
house expertise and resources. The Company continuously upgrades these systems in line with the
best practices in the industry.

13. AUDITORS

A) Statutory Auditors

The resignation ofM/s. Shahji & Co., Chartered Accountants (Firm’s Registration No.l25826W) as
Statutory Auditors of the Company resulted into casual vacancy in the office of Statutory Auditor.

In order to fill the said casual vacancy, the Members at their Extra-Ordinary General Meeting held
on April 06, 2024, appointed M/s. J. Kala & Associates, Chartered Accountants (Firm’s Registration
No. 118769W) as the Statutory Auditors of the Company pursuant to provisions of Section 139 of
the Act read with the Companies (Audit and Auditors) Rules, 2014, for the financial year under
review to hold the office up to the conclusion of the ensuing AGM.

As the term of the Statutory Auditors comes to and end at the conclusion of the ensuing AGM and
being eligible for re-appointment, your Board has recommended the re-appointment ofM/s. J. Kala
& Associates, Chartered Accountants to the Members for their consideration at the ensuing AGM
for a period of 5 (five) years to hold the office till the conclusion of the AGM of the Company to be
held in the financial year 2029.

Auditors’ Report

The Auditors in their Report have furnished the relevant information as is required from them in
accordance with the relevant provisions of the Act and Rules made thereunder. The Notes on
financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments. The Auditors'' Report does not contain any qualifications, reservations or adverse
remarks.

B) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Raam & Associates LLP, (LLPIN-AAJ9062)
Practicing Company Secretaries, were appointed as the Secretarial Auditor to undertake Secretarial
Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 as required under the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 contains
qualification, reservation or adverse remarks or disclaimer and is set out in Annexure - II to this
report.

Explanations or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made by the Secretarial Auditor in his Report

Following are the management’s explanations /comments:

(i) During the year under review, the Company had filed e-Form MGT-14 (s) vide SRN
AA6346314 towards Approval of Gold (Metal) loan facility with delay to Registrar of
Companies, Mumbai, Maharashtra: Due to oversight and without malafide intention.

(ii) In accordance with provisions of the Section 149 of the Companies Act, 2013, the Company
is required to appoint Two (2) Independent Directors, however the Company have not
appointed Independent Directors as prescribed. It is further reported that considering the
above, a separate meeting of the Independent Directors was not convened during the year
under review:

As mentioned previously in this Report, the Company faced challenges in identifying
suitable candidates for appointment as Independent Directors. However, as on date of this
Report, Mrs. Purvi Shah (DIN: 10694424) and Mrs. Bhavika Ghuntla (DIN: 10084723)
are Non-Executive Independent Directors of the Company. The same has been mentioned
in the Secretarial Audit Report by the Secretarial Auditors.

(iii) The Company has not appointed Women Director in accordance to Section 149 of the
Companies Act, 2013:

As mentioned previously in this Report, the Company faced challenges in identifying
suitable candidate for appointment as Woman Director. However, as on date of this Report,
Mrs. Purvi Shah (DIN: 10694424) is the Non-Executive Independent Woman Director of
the Company. The same has been mentioned in the Secretarial Audit Report by the
Secretarial Auditors.

(iv) The constitution of Audit Committee and Nomination & Remuneration Committee are not
in accordance to the provisions of Section 177 and Section 178 of the Companies Act, 2013
respectively:

Pursuant to the aforementioned appointments, the Board of Directors of the Company, at
their meeting held on July 15, 2024, re-constituted Audit Committee and Nomination &
Remuneration Committee in accordance with the provisions of Section 177 and Section 178
of the Companies Act, 2013 respectively. The same has been mentioned in the Secretarial
Audit Report by the Secretarial Auditors.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014, M/s. Girish P. Jain & Co., Chartered Accountants, (Firm’s Registration No.ll8448W) were
appointed as Internal Auditors to undertake internal audit of the Company for the financial year
2023-2024.

14. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub section (1) of Section 148 of the
Act.

15. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliances with the
provisions of Section 134(3)(c) read with Section 1/34(5) of the Act in the preparation of the annual
accounts for the year ended on March 31, 2024 and to the best of their knowledge and ability,
confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards had been followed and there are no material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit and loss of
the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper systems to ensure compliance with the provisions of all applicable laws are in place and
such systems were adequate and operating effectively.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

A) Conservation of Energy

Since the Company operates within the manufacturing sector, the importance of energy conservation
is particularly pertinent. Manufacturing processes typically require significant energy inputs, making
energy conservation efforts crucial for both environmental sustainability and operational efficiency.
The Company actively implements a comprehensive approach to conserve energy across its entire
operations. This proactive stance involves integrating energy-saving practices into every facet of its
manufacturing processes, administrative functions, and logistical activities. For instance, the
Company may prioritize the use of energy-efficient equipment and technologies to minimize energy
consumption during production. Regular maintenance and optimization of machinery further
contribute to reducing energy wastage.

Some of the measures adopted across the Company for energy conservation are mentioned as under:
♦> Installation of energy efficient LED lights in place of conventional lights

B) Technology Absorption — Nil

C) Foreign exchange earnings and Outgo

The Company has entered into foreign exchange transactions during the financial year under scrutiny.
The details of which are as under:

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Foreign Exchange Earnings: Exports at FOB	3072.00	5,712.04
Foreign Exchange Outgo: For purchases & Services at CIF	_
For Capital Goods	-	-
For Expenses

17. LOAN FROM DIRECTORS OR DIRECTOR’S RELATIVES

During the year under review, the Company took unsecured loans periodically from its Directors,
Mr. Pankajkumar Jagawat and Mr. Manojkumar Jain. These loans were sourced from their own
funds. Each time these loans were extended, both Directors provided a written declaration affirming
that the funds were not sourced from funds gathered or collected by borrowing or accepting loans
or deposits from external parties. These declarations were duly recorded in the Minutes of the
meetings.

The details of the unsecured loan have been disclosed in the notes to Standalone financial
statements.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards i.e. SS -1
“Meeting of the Board of Directors” and SS -2 “General Meeting” issued by the Institute of
Company Secretaries of India.

19. PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the constitution of the Internal
Complaints Committee under ‘The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.’ The said Committee has been set up to redress complaints
received regarding sexual harassment at the workplace. During the period under review, the
Company has not received any complaints pertaining to Sexual Harassment and there are no
ongoing cases.

20. GENERAL

Your Directors state that:

a) the Company has not accepted any deposits from the public falling within the ambit of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

b) there are no instances of fraud reported by the Auditors during the financial year ended
March 31, 2024.

c) the Company has not issued any shares with differential voting rights and hence, no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) the Company has not issued any sweat equity shares and hence no information as per
provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

e) the Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section 62( 1 )(b)
of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

f) there were no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.

21. MISCELLANEOUS

A) Human Resources

The Company considers its Human Resources as the key to achieve its objectives and Company
takes utmost care to attract and retain quality employees.

B) Safety, Environment and Health

The Company considers health, safety and environment as the responsibility of the management.
Regular employee training programs are carried out in the manufacturing facilities on safety, health
and environment.

C) Industrial Relations

The overall business relations continued to be cordial. Your Directors place on record their
appreciation for the continued support and co-operation of all the employees.

D) Transfer of unclaimed dividend to Investor Education and Protection Fund (‘IEPF’)

During the period under review there was no unpaid or unclaimed dividend that was required to be
transferred to unpaid dividend account.

E) Details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year

Neither any application was made, nor was any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2023-
24.

F) Details of difference between amount of the valuation done at the time of One Time
Settlement and the Valuation done while taking loan from the Banks or Financial Institutions

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts)
Rules, 2014 are not applicable.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company for the financial year
ending on March 31, 2024 is available on the Company’s website www.shantigold.in

23. CAUTIONARY STATEMENT

Statements in the Annual Report, describing the Company’s objectives, projections, estimates and
expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws
and regulations. Although the expectations are based on reasonable assumptions, the actual results
might differ.

24. ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation for the consistent support which the
Company has received from its various stakeholders and its employees.

By Order of the Board of Directors.,

Shanti Gold International Limited

Pankajkumar Jagawat
Managing Director

DIN:01843846

Manojkumar Jain
Whole Time Director

DIN: 01817027

Shashank Jagawat
Non-Executive Director

DIN:01824609

Date: September 02, 2024

Place: Mumbai