You are here » Home » Companies » Company Overview » Shanti Overseas (India) Ltd

Shanti Overseas (India) Ltd.

BSE: 538443 Sector: Agri and agri inputs
NSE: SHANTI ISIN Code: INE933X01016
BSE 05:30 | 01 Jan Shanti Overseas (India) Ltd
NSE 13:09 | 02 Dec 21.00 1.00
(5.00%)
OPEN

19.85

HIGH

21.00

LOW

19.00

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Shanti Overseas (India) Ltd. (SHANTI) - Director Report

Company director report

To

The Members

Shanti Overseas (India) Limited

Dear Members

Your Directors delightfully present the 9th Annual Report on the Businessand Operations of the Company along with the Audited Financial Statement of Accounts forthe Financial Year ended on 31st March 2020.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the Financial Year ended on 31stMarch 2020 and for the previous Financial Year ended on 31st March 2019 isgiven below:

(Amount in INR)

Particulars 2019-2020 2018-2019
Revenue from operations 1460089354 1669827661
Miscellaneous income 3021774 4921042
Total Revenue 1463111128 1674748703
Total Expenses 1455980646 1574387380
Profit Before Exceptional and Extraordinary items and Tax 7130482 101861323
Exceptional Items - -
Profit Before Extraordinary Items 7130482 101861323
Tax Expense: Current Tax 3500000 26879497
Deferred Tax (1104680) 1603318
Profit for the period 4735161 73378508
Earnings per Share (EPS)
Basic 0.43 9.91
Restated 0.43 6.61

Note: Previous year figures have been reclassified/regrouped wherever necessary tocorrespond with those of the current year.

OPERATIONS

The total revenue from operations of the Company is INR 14600.89 Lakh and the profitbefore tax amounted to INR 71.30 Lakh and the net profit after tax amounted to INR 47.35Lakh. The EBITD is INR 751.63 Lakh which is 5.15% of Turnover.

THE STATE OF COMPANYS' AFFAIR

During the year under review the Company has put all its efforts in serving requiredproducts to all its customers on time. The turnover of the Company during the reportingperiod amounted to INR 14600.89 Lakh. The directors are thankful to all its suppliers foron time delivery of the products. However due to lockdown there was shortage of labourand unavailability of containers at the port so the Company could not achieve its salestarget completely in the last quarter. The effort of our suppliers is the backbone of ourCompany. The Company has tried and will keep the efforts on to associate as many customersas possible.

The Directors assure the stakeholders of the Company to continue their efforts andenhance the overall performance of the Company in the coming financial years. TheDirectors express their gratitude towards the stakeholders for all the support the Companyhas received from them and hope that the Company continues to receive the same support inthe coming future. The directors have pleasure to announce that the turnover targets ofthe Company are likely to be achieved in the current financial year 2020-21 as theoverseas demand for organic products has increased post lockdown.

CHANGE IN NATURE OF BUSINESS

The Company is engaged in the business of Trading and Manufacturing of Agri-Commoditiesand there were no changes in the nature of business of the Company during the year underreview.

DIVIDEND

In order to conserve the reserve your directors do not recommend any dividend for thefinancial year ended 31st March 2020.

RESERVES

The Company has a Closing Balance of INR 1975.34 Lakh (Rupees Nineteen Crores SeventyFive Lacs Thirty Four Thousand) as Reserves and Surplus as on 31st March 2020.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount in INR
1. Balance at the beginning of the year 149659118
2. Bonus issue of shares (37020000)
3. Amount of Securities Premium 80160000
4. Current Years Profit 4735161
Balance as on 31st March 2020 197534279

ANNUALRETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with rule 12 of the Companies (Management and Administration) Rules 2014in Form No. MGT - 9 has been placed on the website of the Company and can be accessed atwww.shantioverseas.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Rajendra Gordhandas Nawal (DIN: 00410090)Independent Director resigned from the Directorship of the Company with effect from 19thDecember 2019 and Mr. Sudeep Satyendra Saxena (DIN: 05129819) was appointed as anAdditional (Non-Executive) Independent Director of the Company with effect from 3 rdFebruary 2020 to hold the office upto the date of ensuing Annual General Meeting.

Mr. Ayush Kacholia Wholetime Director (DIN: 03096933) retires from the Board byrotation and being eligible offers himself for reappointment. The above is subject toapproval ofthe members in the ensuing Annual General Meeting.

The Directors and Key Managerial Personnel ofthe Company are summarized below:

Sr. No. Name Designation DIN/-PAN
1 Mr. Mukesh Kacholia Managing Director 00376922
2 Mr. Ayush Kacholia Whole Time Director 03096933
3 Mr. Rohan Kacholia Whole Time Director 03623354
4 Mrs. Sangeeta Kacholia Non-Executive Director 07817342
5 Mr. Rajendra Gordhandas Nawal (resigned w.e.f. 19th December 2019) Independent Director 00410090
6 Mr. Vijay Nichani Independent Director 03136935
7 Mr. Sudeep Satyendra Saxena (appointed w.e.f. 3rd February 2020) Independent Director 05129819
8 Mrs. Karuna Kacholia Chief Financial Officer ASXPA9008M
9 Mrs. Ramita Otwani Company Secretary ABAPO7882M

BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals with the gap between two meetingsnot exceeding one hundred and twenty days to take view of the Company's policies andstrategies apart from board matters. The Notices of the Board Meetings are given well inadvance to all the Directors ofthe Company. Additional meetings were held depending uponthe requirements ofthe Company.

During the year under review the Board of Directors met 6 (Six) times and the BoardMeetings were held as on the following

Sr. No. Date of the Board Meeting
1 18th May 2019
2 3rd September 2019
3 24th October 2019
4 5th November 2019
5 3rdJanuary 2020
6 3rdFebruary 2020

Attendance ofthe Directors :

Sr. No. Name of the Director

No. of Board Meeting

Entitled Attended
1 Mr. Mukesh Kacholia 6 6
2 Mr. Ayush Kacholia 6 6
3 Mr. Rohan Kacholia 6 5
4 Mr. Rajendra Gordhandas Nawal (resigned w.e.f.19th December 2019) 4 3
5 Mr. Vijay Nichani 6 6
6 Mrs. Sangeeta Kacholia 6 5
7 Mr. Sudeep Satyendra Saxena (appointed w.e.f. 3rd February 2020) 1 (Proposed Director) 1

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnishedregularly to the Board. To provide better Corporate Governance & transparencycurrently your Board has Four (4) Committees viz. Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee look into various aspects for which they have been constituted.The Board fixes the terms of reference of Committees and also delegate powers from time totime.

A. Audit Committee

During the year under review Mr. Rajendra Gordhandas Nawal (DIN: 00410090) resignedfrom the membership of the Committee with effect from 19* December 2019 and Mr. SudeepSatyendra Saxena (DIN: 05129819) was appointed as member of the Committee with effect from3rd February 2020.

During the year under review Four (4) meetings of Audit Committee were held on 18thMay 2019 3rd September 2019 5th November 2019 and 3 rdFebruary 2020 and the attendance records of the members ofthe Committee are as follows:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mr. Vijay Nichani Independent Director Chairman 4 4
Mr. Rajendra Gordhandas Nawal Independent Director (resigned w.e.f. 19th December 2019) Member 3 3
Mr. Mukesh Kacholia Managing Director Member 4 4
Mr. Sudeep Satyendra Saxena Independent Director (appointed w.e.f. 3rd February 2020) Member 1 (Proposed Member) 1

All the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee

During the year under review Mr. Rajendra Gordhandas Nawal (DIN: 00410090) resignedfrom the membership of the Committee with effect from 19th December 2019 andMr. Sudeep Satyendra Saxena (DIN: 05129819) was appointed as member of the Committee witheffect from 3rd February 2020.

During the year under review One (1) meeting of Nomination and Remuneration Committeewas held on 3 rd February 2020 and the attendance record of the members oftheCommittee is as follows:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mr. Vijay Nichani Independent Director Chairman 1 1
Mr. Rajendra Gordhandas Nawal Independent Director (resigned w.e.f. 19th December 2019) Member 0 0
Mrs. Sangeeta Kacholia Non-Executive Director Member 1 1
Mr. Sudeep Satyendra Saxena Independent Director (appointed w.e.f. 3rd February 2020) Member 1 (Proposed Member) 1

All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board.

C. Stakeholders Relationship Committee

During the year under review Mr. Rajendra Gordhandas Nawal (DIN: 00410090) resignedfrom the membership of the Committee with effect from 19th December 2019 andMr. Sudeep Satyendra Saxena (DIN: 05129819) was appointed as member of the Committee witheffect from 3rd February 2020.

During the year under review Four (4) meetings of Stakeholders Relationship Committeewere held on 18th May 2019 3 rd September 2019 5thNovember 2019 and 3rd February 2020 and the attendance records ofthe membersofthe Committee are as follows:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mr. Vijay Nichani Independent Director Chairman 4 4
Mr. Rajendra Gordhandas Nawal Independent Director (resigned w.e.f. 19th December 2019) Member 3 3
Mr. Ayush Kacholia Whole Time Director Member 4 4
Mr. Sudeep Satyendra Saxena Independent Director (appointed w.e.f. 3rd February 2020) Member 1 (Proposed Member) 1

D. Corporate Social Responsibility Committee

During the year under review there is no change in the composition of Corporate SocialResponsibility Committee.

During the year under review One (1) meeting of Corporate Social ResponsibilityCommittee was held on 3 rd February 2020 and the attendance record ofthemembers of the Committee is as follows:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mr. Vijay Nichani Independent Director Chairman 1 1
Mr. Mukesh Kacholia Managing Director Member 1 1
Mr. Ayush Kacholia Whole Time Director Member 1 1

SEPERATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the Companies Act 2013separate meeting of the Independent Director of the Company was held on 5thNovember 2019 to review the performance of Non-Independent Directors (including theChairman) and the entire Board. The Independent Directors also reviewed the qualitycontent and timeliness of the flow of information between the Management and the Board andits Committees which is necessary to effectively and reasonably perform and dischargetheir duties.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company Mr. Vijay Nichani and Mr. Sudeep SatyendraSaxena have confirmed to the Board that they meet the criteria ofIndependence as specifiedunder Section 149 (6) ofthe Companies Act 2013 and qualify to be Independent Directors.

They have also confirmed that they meet the requirements of Independent Directors asmentioned under regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The confirmations were noted by the Board.

FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of Companies Act 2013 and rules made there under the Boardhas carried the evaluation of its own performance performance of individual DirectorsBoard Committees including the Chairman of the Board on the basis of attendancecontribution and various criteria as recommended by the Nomination and RemunerationCommittee of the Company. The evaluation of the working of the Board its Committeesexperience and expertise performance of specific duties and obligations etc. were carriedout. The directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non Independent Directors (including the Chairman) wasalso evaluated by the Independent Directors at the separate meeting held of IndependentDirectors ofthe Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:

i. In the preparation of the annual accounts for financial year ended on 31stMarch 2020 the applicable Accounting Standards have been followed and there are nomaterial departure from the same;

ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs ofthe Company at the end of financial year and of theProfit ofthe Company for the year ended on 31st March 2020;

iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively;

vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

1. STATUTORY AUDITOR

At the 8th AGM held on 27th September 2019 the Members approvedappointment of M/s. Muchhal & Gupta Chartered Accountants (FRN No. 004423C) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the 13 th AGM.

2. INTERNAL AUDITOR

The Board appointed M/s. S. Ramanand Aiyar & Co. (Firm Registration Number:000990N) as Internal Auditor to conduct Internal Audit for the Financial Year 2019-20 atremuneration as decided by the Board of Directors of the Company.

3. SECRETARIAL AUDITOR

The Board appointed M/s. Archna Maheshwari & Co. Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report forthe Financial Year ended 31st March 2020 is annexed herewith marked asANNEXURE - 1 to this report.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications reservations or adverse remarks made by Statutory AuditorsM/s. Muchhal & Gupta Chartered Accountants (FRN No. 004423C) in the Auditor'sReport.

The report of the Secretarial Auditor for the F.Y. 2019-20 submitted by M/s. ArchnaMaheshwari & Co. Practicing Company Secretary has qualified for non-compliance underRegulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations 2015 and Regulation29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

The same is explained that due to erroneous purchase of shares by the Promoters of theCompany the disclosures were submitted with delay.

There is no other qualification and hence do not call for any further explanation.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory Auditors nor the SecretarialAuditors has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

SHARE CAPITAL AUTHORISED SHARE CAPITAL

During the year under review the Company has increased its Authorised Share Capitalfrom 76000000/- (Rupees Seven Crore Sixty Lakh Only) divided into 7600000 (SeventySix Lakh Only) equity shares of 10/- (Rupees Ten Only) each only to 120000000 (RupeesTwelve Crore Only ) divided into 12000000 (One Crore Twenty Lakh Only) equity shares of10/- (Rupees Ten Only) each.

PAID UP SHARE CAPITAL

During the year under review the Company has increased its Paid up Share Capital from74040000 (INR Seven Crore Fourty Lakh Fourty Thousand Only) divided into 7404000(Seventy Four Lakh Four Thousand Only) equity shares of 10 (INR Ten Only) each to111060000 (INR Eleven Crore Ten Lakh Sixty Thousand Only) divided into 11106000 (OneCrore Eleven Lakh Six Thousand Only) equity shares of 10 (INR Ten Only) each.

A. Issue of Bonus Equity Shares

The Company has made allotment of3702000 Bonus Equity Shares of INR 10 each in theproportion of 1:2 i.e. 1 (One) fully paid Bonus Equity Share of INR10 each against every2 (Two) fully paid equity share of INR 10 each held in the Company to all the shareholderswhose name appear in Register of Members as on Record Date i.e. 23 rd October2019 in accordance with the provisions of Sections 23 39 63 and all other applicableprovisions of the Companies Act 2013 read with the Companies (Share Capital andDebentures) Rules 2014 the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009 ("the ICDR Regulations") the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

B. Provisions of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has not made any provisions of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.

C. Issue of Sweat Equity Shares

The Company has not issued any sweat equity shares during the financial year inaccordance with the provisions of Section 54 of Companies Act 2013 read with Rule 8(13)of the Companies (Share Capital and Debentures) Rules 2014.

D. Issue of Equity Shares with Differential Rights:

The Company has not issued any equity shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014.

E. Issue of Employee Stock Options:

The Company has not issued any employee stock option during the financial year as perRule 12(9) of Companies (Share Capital and Debentures) Rules 2014.

POLICIES OF THE COMPANY:

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The Company follows a policy on remuneration of Directors and senior managementemployees details of the same are given on the website of the Companywww.shantioverseas.com.

The committee must ensure that:

1. Identify persons who are qualified to become Directors and may be appointed insenior management in accordance with the Criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance;

2. Formulate the criteria for determining the qualifications positive attributes andindependence of a director and recommend to the board a policy relating to theremuneration for Directors KMPs and other employees;

3. Formulation of criteria for evaluation of performance of Independent Directors andthe board of directors;

4. Devising a policy on diversity of Board of Directors;

5. Whether to extend or continue the term of appointment of the Independent Directoron the basis of the report of performance evaluation of Independent Directors;

6. Determine our Company's policy on specific remuneration package for the ManagingDirector / Executive Director including pension rights;

7. Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors;

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of theCompany) and evaluate the performance and determine the amount of incentive oftheExecutive Directors for that purpose;

9. Decide the amount of Commission payable to the Whole time Directors;

10. Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc;

11. To formulate and administer the Employee Stock Option Scheme.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to setout the dealing with the transaction between the Company and its related parties. ThePolicy on Materiality of Related Party Transaction has been available on the website ofthe Company www.shantioverseas.com.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading & securities by the Directors and Designated Employees of the Company The samehas been available on the website ofthe Company www.shantioverseas.com.

The Code requires Trading Plan preclearance for dealing in the company's shares andprohibits the purchase or sale of Company's shares by the Directors and the DesignatedEmployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out in ANNEXURE- 2 of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Thepolicy of Corporate Social Responsibility is made available on the website of the Companyat www.shantioverseas.com.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Through vigil mechanism Company seeks to provide a mechanism for the Directors andemployees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conducts taking place in the Company for appropriateaction. Through this mechanism the Company provides necessary safeguards to all suchpersons for making sheltered disclosures in good faith.

During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism was received by the Company.

The Vigil Mechanism may be accessed on the Company's website at the link:www.shantioverseas.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY UNDER SECTION 186 OF THECOMPANIES ACT 2013

The details of loans investments guarantees and securities covered under theprovisions of Section 186 of Companies Act 2013 are provided in the Financial Statementsof the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The contract/arrangements entered into with the related parties for the year underreview were in ordinary course of business and on arms length basis and there are nomaterial transaction to be reported under Section 188 (1) of the Companies Act 2013hence disclosure in Form AOC-2 is not required.

During the year the Company has not entered into any materially significant RelatedParty Transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming part of thenotes to financial statements.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control Systems commensurate with operations ofthe Company. The Management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information. For this purposethe Company has gone 'Live' on SAP B1 module effectively from 1st April 2019.This module ensure strong financial control from beginning till end. It also ensuressecurity of financial information from any data tampering.

The Head of Company's Internal Audit Team together with the Internal Auditors of theCompany consults and reviews the effectiveness and efficiency of this systems andprocedures to ensure that all assets are protected against loss and that the financial andoperational information is accurate and complete in all respects.

MATERIAL CHANGES & COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT

There were no material change and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelates and up till the date of Report.

The outbreak of Corona Virus (Covid-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The Company is into thebusiness of "Manufacturing & Sale of Soya Products and related items". TheCompany has evaluated impact of this pandemic on its business operations. The outbreak ofCorona Virus (COVID-19) Pandemic has caused significant disturbance and slowdown ofeconomic activity globally and in India. The following factors have affected the top lineand bottom line of the Company:

1. Since January 2020 there was unavailability of containers for export of containersto KOREA Europe etc due to COVID-19 impact

worldwide.

2. Around 30% of Soyabean crop has been damaged during the Financial Year 2019-20 thesame has significant impact on overall turnover and margin as the prices are volatile inconditions of shortage and it is difficult to hedge the entire exposure.

3. The Government has decreased Export incentive (MEIS) from 10% in the last financialyear to 5% in 2019-20. This has directly affected the Gross Profit margins ofthe companybecause we have contracts booked in advance for coming six months.

Due to the nature of pandemic the Company will continue to monitor developments toidentify significant uncertainties in future periods if any.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyear. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings & Outgo as required under Section 134 (3) (m) ofthe Companies Act2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 are as stated below:

A. CONSERVATION OF ENERGY

1. The steps taken or impact on conservation of energy:

The Company applied strict control system to monitor day to day consumption. TheCompany ensures optimal use of energy with minimum extent of wastage as far as possible.The day to day consumption is monitored in an effort to save energy.

2 .The steps taken by the company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy.

3. The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION

The Company has no activities relating to technology absorption. Hence nothing is to bereported here.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars 2019-2020 (Amount in INR) 2018-2019 (Amount in INR)
Foreign exchange earnings in terms of actual inflows 820893114 1169522249
Foreign exchange outgo in terms of actual outflows 12881811 31108302

* FOB Value of Exports & CIF Value of Imports.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has in place a mechanism to identify assess monitor and mitigatevarious risks towards the key objectives of the Company. Major risk identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards)Rules 2015 notified vide Notification No.G.S.R.111(E) on 16th February 2015Companies whose shares are listed on SME exchange as referred to in Chapter XB ofSEBI(Issue of Capital and Disclosure Requirements) Regulations 2009are exempted from thecompulsory requirement of adoption of IND-AS w.e.f. 1st April 2017. As yourCompany is also listed on SME (EMERGE) Platform of NSE Limited is covered under theexempted category and is not required to comply with IND-AS for preparation of FinancialStatements beginning with period on and after 1st April 2017.

CORPORATE GOVERNANCE

Since the Company's securities are listed on emerge SME platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations &

Disclosure Requirements) Regulations 2015 the Compliance with the Corporate Governanceprovisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation(2) of Regulation 46 and para C D and E of Schedule V are not applicable to the Company.Hence Corporate Governance does not form part ofthis Boards' Report.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

During the Financial Year 2019-20 the Company does not have any Associate Company butit has two Subsidiary Companies pursuant to section 2(47) (i) ofthe Companies Act 2013 asfollows:

(i) Shaan Agro Oils & Extractions Private Limited

(ii) Biograin Protinex Private Limited

Both the Companies are 100% wholly owned subsidiaries. Therefore the disclosure in theForm AOC-1 is attached as ANNEXURE-3. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the financial year. Further the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.

Pursuant to the provisions of Rule 2(1)(c) (viii) of the Companies (Acceptance ofDeposits) Rules 2014 the Directors of the Company have not accepted any deposits duringthe financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013.

PARTICULARS OF EMPLOYEES

During the year under review there are no employees drawing remuneration which is inexcess of the limit as prescribed under Section 197 of the Companies Act 2013 read with 2and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Further the following details form part of ANNEXURE - 4 to the Board Report:

• Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 statement containing the names and other particulars of top tenemployees in terms of Remuneration drawn by them in ANNEXURE-4.

• Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 ANNEXURE-4.

LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platformand in dematerialized form. The ISIN No. ofthe Company is INE933X01016.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares are listed at National Stock Exchange Limited (SME segment).The Annual Listing fee for the year 2020-21 has been paid.

NON-DISQUALIFICATIONS OF DIRECTORS:

During the Financial Year 2019-2020 under review the Company has received Form DIR-8from all Directors as required under the provisions of Section 164(2) of the CompaniesAct 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014that none of the Directors of your Company is disqualified; to hold office as directordisqualified as per provision of Section 164(2) of the Companies Act 2013 and debarredfrom holding the office of a Director pursuant to any order of the SEBI or any suchauthority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20* June 2018 on thesubject "Enforcement of SEBI orders regarding appointment of

Directors by Listed Companies.

All the Directors of the Company are non-disqualified and the certificate for the samehas been obtained from the Practicing Company Secretary is enclosed as ANNEXURE - 5

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this report and provides the Company's Current working and futureoutlook of as per ANNEXURE - 6.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web based complaints redresssystem. The salient features of this system are centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by the concerned companies and online viewingby investors of actions taken on the complaint and its current status. Your Company hasbeen registered on SCORES and makes every effort to resolve all investor complaintsreceived through SCORES or otherwise within the statutory time limit from the receipt ofthe complaint. The Company has not received any complaint on the SCORES during FinancialYear 2019-20.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support co-operationand their valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

BY THE ORDER OF THE BOARD
FOR: SHANTI OVERSEAS (INDIA) LIMITED

.