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Shree Nidhi Trading Company Ltd.

BSE: 540253 Sector: Financials
NSE: N.A. ISIN Code: INE066E01015
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Shree Nidhi Trading Company Ltd. (SHREENIDHITRAD) - Director Report

Company director report

Dear Members

The Directors are pleased to present the 39th Annual Report of the Companytogether with Audited Accounts for the year ended March 31 2021.

1. Financial Highlights

The highlights of the financial performance of the Company for the financial year ended31st March 2021 as compared to the previous financial year are as under:- (In`)

Particulars 2020-21 2019-20
Total Income 2510988 3979971
(Less):Total Expenditure (3280336) (4797698)
Profit before Exceptional & Extraordinary Items (769348) (817727)
Profit/(Loss) Before Tax (769348) (817727)
(Less): Provision for Current Tax - -
Net Profit/(Loss) after Tax (769348) (817727)
(Less): Transfer to Statutory Reserve - -
Add/(Less): Brought forward from previous year 945695 1763422
Balance carried to Balance Sheet 176347 945695

2. Performance

(a) Annual Financial Results

The total Revenue from operations of the Company during the Financial Year 2020-21 was` 2490706/- as compared to ` 3969491/- for the previous financial year. The lossbefore tax stood at ` 769348/- as compared to 817727/- loss in the previous financialyear.

(b) Names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year

During the year under review the Company does not have any subsidiary or associateCompanies nor is associated with any joint ventures. Therefore the disclosure pursuant toRule 8 of the Companies (Accounts) Rules 2014 is not applicable for the Company.

The names of companies which have become its subsidiaries during the period underreview

None of the Companies have become Subsidiaries during the period under review.

3. Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital. The Authorised Share Capital of the Company stands at ` 80000000/-divided into 8000000 Equity Shares of ` 10 each. The Paid-up Share Capital of theCompany is ` 77937000 divided into 7793700 Equity Shares of ` 10/- each.

4. Dividend

Due to loss the Board of Directors has not recommended any dividend on the EquityShares of the Company for the Financial Year ended March 31 2021.

5. Reserves

During the year considering the operating performance of the Company it has nottransferred any amount in any reserves.

6. Accounting Standards Followed By the Company

The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles (GAAP) to comply with the IND-AS specified underSection 133 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 andthe relevant provisions of the Act and the Guidelines prescribed by the RBI asapplicable.

7. Listing

The equity shares of the Company were listed on BSE Ltd. and on the Calcutta StockExchange Limited.

8. Corporate Governance Report

The Company has been voluntarily complying with the requirements of the code ofCorporate Governance as specified by SEBI to the extent feasible for the Company.

A separate report on Corporate Governance is voluntarily furnished as a part of theDirectors’ Report.

9. Extract of the Annual Return

In accordance with the Companies Act 2013 ("the Act") the Annual Return inthe prescribed format is uploaded on the website of the Company and can be viewed via thelink: www.shreenidhitrading.com

10. Number of Meetings of the Board

The Board of Directors of the Company met Seven (7) times during the Financial Yearunder review i.e. on: 23/05/2020 30/07/2020 03/09/2020 15/09/2020 11/11/202031/12/2020 and 12/02/2021.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Listing Regulationswas held on 12/02/2021.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations and the Secretarial Statndard-1 issued by ICSI.

The details of the Meetings of the Board of Directors during the Financial Year2020-2021 is encompassed in the Corporate Governance Report which is annexed to the saidReport.

11. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee

The Audit Committee of the Company comprises of two non-executive Independent Directorsand one Executive Director as on March 31 2021.

Mr. Rajesh Kurmi (DIN- 01714280) non-executive Independent Director is the Chairman ofAudit Committee.

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met Six (6) times during theFinancial Year under review i.e. on: 23/05/2020 30/07/2020 03/09/2020 15/09/202011/11/2020 and 13/02/2021 all such meetings were held in accordance with the provisions ofthe Act and the Listing Regulations.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee if any in the Financial Year 2020-2021.

12. Composition of the Nomination and Remuneration Committee

In terms of Section 178(1) of the Act and Regulation 19 of the Listing Regulations theNomination and Remuneration Committee should comprise of at least three Directors; all ofwhom should be Non-Executive Directors. The Committee of the Company comprises of twonon-executive Independent Directors as on March 31 2021.

The details of the Committee are morefully provided in the Corporate Governance Report.

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of two non-executive IndependentDirectors and one Executive-Non Independent Director as on March 31 2021.

The details of the Committee are morefully provided in the Corporate Governance Report.

14. Directorsf Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Board of Directors to the best of their knowledge and ability confirm that:

I. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

II. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

III. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. Declaration by the Independent Directors

Section 149(7) of the act requires every independent director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

16. Policy on Directorsf Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and as stipulated in regulation 19 of the Listing Regulation the Nominationand Remuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and has further formulated a policyrelating to the remuneration for directors key managerial personnel and other employeeswhich has been duly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to Directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for theFinancial Year 2020-2021. The shareholders may also visit the Company’s website forthe detailed Nomination and Remuneration Policy of the Company on Directors appointmentand remuneration athttp://www.shreenidhitrading.com/Nomination&Remuneration-Policy.html.

17. Auditors & Auditorsf report

A. Statutory Auditors

M/s Arun Jain & Associates (Firm Registration No. 325867E) has furnished acertificate of eligibility in terms of section 139 readwith section 141 of the Act and therules framed thereunder.

B. Independent Auditorsf Report

The Self Explanatory Independent Auditors’ Report does not contain any adverseremarks or qualification.

C. Maintenance of cost records

Maintenance of cost record as specified by the Central Government under sub section 1of section 148 of Companies Act 2013 is not required by the Company.

D. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointed CSAmit Jajodia (C.P. No. 37613 Membership No. 14303) Company Secretary in Whole-timePractice to undertake the Secretarial Audit of the Company for Financial Year 2020-2021.

E. Secretarial Audit Report

The Secretarial Audit Report is attached to the Directors’ Report in Annexure-1.The Report of the Secretarial Audit Report does not contain any adverse remark exceptthe following:-

1. Company has not appointed Company Secretary as per the provision of section 203 ofthe Companies Act 2013.

2. Every company incorporated on or before 31st December 2017 shall filethe particulars of the company and its registered office in e-Form ACTIVE (Active CompanyTagging Identities and Verification) with in prescribed time as per Companies(Incorporation) Amendment Rules 2019.

Hence Company has not filed e-form Active with in prescribed time therefore Companyis marked as "Active Non-Compliant" in the MCA Master data.

3. As per Second proviso to sub-section (1) of Section 149 of the Companies Act 2013every listed company should appoint a women Director on its board the Company has notappointed any Women director on its board.

4.Composition of Nomination & Remuneration Committee has not been complied.

Board of Directors’ Comment:-

1. The Company had duly given advertisement to fill the vacancy of the CompanySecretary of the Company. Whereas have not received any positive response for the same.

2. The Company has not appointed Company secretary therefore e-Form ACTIVE (ActiveCompany Tagging Identities and Verification) will be filed after appointment.

3. Post the resignation of Mrs. Jyoti Lohia (DIN 07113757) on 31st December2020 the Company appointed another woman Director in her place. Ms. Anita Kharwar(DIN-09238210) with effect from 14th August 2021.Further Regulation 17 ofListing Regulation is not applicable to the Company.

4. As on 31st March 2021 the Composition requirement of the Nomination andRemuneration Committee could not be met. Subsequently the same was duly complied with.Further Regulation 19 of Listing Regulation is not applicable to the Company.

18. Reporting of Fraud by Auditor

During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instances of fraud committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013.

19. Particulars of Loans guarantees or investments under section 186

The provisions of Section 186 of the Act pertaining to granting of loans to any personor body corporate and giving of guarantees or providing security in connection with a loanto any other body corporate or persons are not applicable to the Company since it is aNon Banking Financial Company registered with Reserve Bank of India. Therefore theCompany is not required to provide any disclosure pursuant to Section 134(3)(g) of theAct.

20. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company’s website.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

21. State of Company Affairs & Future Outlook

The Company a Non-Banking Financial (Non-Deposit Accepting or Holding) Company doesnot have any public deposits as on March 31 2021.

The total Revenue from operations of the Company during the Financial Year 2020-2021was ` 2490706/- as compared to ` 3969491/- for the previous financial year. The lossbefore tax stood at ` 769348/- as compared to ` 817727/- in the previous financialyear.

The core financial activities of the Company comprises of providing of business loan tocorporate and individuals and investment in securities of bodies corporate. Further theCompany is making all due efforts in achieving its business objectives in the mostefficient manner and to recover from the losses of the Company by stabilizing its positionas an NBFC.

22. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors’ Report.

23. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption. Thereis no Foreign Exchange Earning and Outgo during the financial year.

Therefore the Company is not required to make any disclosure as specified in Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

24. Risk Management

In terms of Listing Regulations though not mandatorily required the Company hasconstituted a Risk Management Committee the details of which are morefully provided inCorporate Governance Report forming part of this Annual Report.

The Board of Directors in compliance with Section 134(3)(n) of the Act and Listingregulations has approved the Risk Management Policy which provides for the identificationtherein of elements of risk which in the opinion of the Board may threaten the existenceof the Company. Further the policy is also available on Company’s websitehttp://www.shreenidhitrading.com.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the business.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and has have delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.

25. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3)(o) of the Act.

26. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations the disclosure regarding the manner of formal annualevaluation by the Board of its own performance and that of its various committees andindividual directors is provided hereto:

a. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director’sperformance in accordance with Section 178(2) of the Act read with the Rules framed thereunder and Part D of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are more fully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 12/02/2021pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as set forth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe

Company’s Performance Evaluation Policy.

27. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and pursuant to Regulation 19 of the ListingRegulations read with Part D of Schedule II.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.shreenidhitrading.com/Nomination&Remuneration-Policy.html

28. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board foreffective decision making and views diversity at the board level as an important elementin strong corporate governance. Diversity encompasses diversity of perspectiveexperience background gender age ethnicity and geographic background psychologicaltype and personal attributes. Appointments to the Board are made in the context ofcomplementing and expanding the skills knowledge and experience of the Board as a whole.

The Board has adopted the Board Diversity Policy which sets out the approach todiversity of Board of Directors.

The Board Diversity Policy is available on the website of the Company athttp://www.shreenidhitrading.com/Policy-on-Board-Diversity.html

29. Directors & Key Managerial Personnel

a. Non-Executive & Executive Directors - Non-independent.

Mr. Tanumay Laha (DIN-01731277) being Executive Director of the Company retires atthe ensuing Annual General Meeting and being eligible offers himself for re-appointmentas the Managing Director without any variation in the terms of his appointment.

b. Non-Executive & Executive Directors - Independent.

Mrs. Jyoti Lohia (DIN- 07113757) Non-Executive Independent Woman Director of thecompany has given her resignation from the post of Directorship and Committee membershipw.e.f.31st December 2020 due to personal reason and unavoidable circumstances.

Further Mr. Sanjoy Pandit (DIN-05170101) appointed as an Additional (Non-ExecutiveIndependent) Director of the Company w.e.f. 31/12/2020 in terms of Section 161(1) of theCompanies Act2013 and Article of Association of the Company and who holds office up tothe date of ensuing Annual General Meeting and is eligible for re-appointment.

Ms. Anita Kharwar (DIN: 09238210) who was appointed as an Additional Director of theCompany w.e.f 14th August 2021 in terms of Section 161(1) of the CompaniesAct2013 and Article of

Association of the Company and who holds office up to the date of ensuing AnnualGeneral Meeting and is eligible for re-appointment.

c. Chief Financial Officer.

Mr. Avik Gupta is the Chief Financial Officer of the Company.

d. Compliance Officer

Mr. Tanumay Laha is the Compliance Officer of the Company.

30. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Yearunder review.

31. Details relating to deposits covered under Chapter V of the Act:

The Company has not accepted any deposits during the financial year under review. Nopublic deposits are outstanding or held by the Company as on March 31 2021.

32. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Companyfs future operations:

There were no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations in the concernedfinancial year.

33. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has an established Internal Financial Control framework including internalcontrols over financial reporting. The framework is reviewed regularly by the managementand tested by internal audit team and presented to the Audit Committee.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. Transactions are executed in accordance with the management’s general orspecific authorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition

Thus the audit committee ensures that there is a direct relationship between theCompany’s objectives and the internal financial controls it implements to providereasonable assurance about their achievement. Suggestions for improvement are consideredand the audit committee follows up on corrective action. The audit committee also meetsstatutory auditors of the company to ascertain inter alia their views on the adequacy ofinternal control systems and keeps the board of directors informed of its majorobservations periodically.

34. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

Further various disclosures pursuant to the section 197 read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedherein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Tanumay Laha- Executive Non-Independent Managing Director 0.84
Mr. Rajesh Kurmi -Non-Executive Independent Director No remuneration or sitting fees was paid
Mrs. Jyoti Lohia- Non-Executive Independent Director resigned w.e.f. 31.12.2020 No remuneration or sitting fees was paid
Mr. Sanjoy Pandit -Non-Executive Independent Director No remuneration or sitting fees was paid

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Tanumay Laha -Executive Non-Independent Managing Director No Increase in remuneration
Mr. Rajesh Kurmi-Non-Executive Independent Director No remuneration or sitting fees was paid
Mrs. Jyoti Lohia - Non-Executive Independent Director Resigned w.e.f. 31.12.2020 No remuneration or sitting fees was paid
Mr. Avik Gupta -Chief Financial Officer No Increase in remuneration.

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There has been no increase in the median remuneration of the employees in the FinancialYear.

IV. The number of permanent employees on the rolls of the company.

As on March 31 2021 there are 9 (Nine) Employee on the rolls of the Company.

V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof.

There was no such increase in the salaries of employees in the last financial year.

VI. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

35. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy to enablestakeholders (including Directors and employees) to report unethical behaviour actual orsuspected fraud or violation of the Company’s Code of Conduct. The Policy providesadequate safeguards against victimization of Director(s)/ employee(s) and direct access tothe Chairman of the Audit Committee in exceptional cases. The Protected Disclosures ifany reported under this Policy will be appropriately and expeditiously investigated by theChairman.

The Company hereby affirms that no Director/employee have been denied access to theAudit Committee and that no complaints were received during the year Whistle BlowerPolicy.

The Vigil Mechanism/Whistle Blower Policy is explained in the Corporate GovernanceReport and also disclosed on the Company’s website.

36. Insider Trading

The Company has put in place following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

37. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

38. Green Initiative

To support the ‘Green Initiative’ in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Tanumay Laha ExecutiveNon-independent Managing Director (DIN: 01731277).

Pursuant to Section 108 of the Act read with the Rules 20 of the Company’s(Management and Administration) Rules 2014 and the applicable provision(s) of the ListingRegulations the Company is providing e-voting facility to all the members to enable themto cast their votes electronically on all the resolutions set forth in the Notice.

39. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations to debar listedcompanies from accepting request for transfer of securities which are held in physicalform with effect from April 1 2019. The shareholders who continue to hold shares andother types of securities of listed companies in physical form even after this date willnot be able to lodge the shares with company / it’s RTA for further transfer. Theywill need to convert them to demat form compulsorily if they wish to effect any transfer.Only the requests for transmission and transposition of securities in physical form willbe accepted by the listed companies / their RTAs. All shareholders holding shares inphysical form have been duly notified of the same by Postal mode of communication and havebeen provided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

40. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013.

The Company believes in creating a safe environment for the employees which is freefrom any discrimination. The rights to work with dignity are universally recognised humanrights by international conventions and instruments such as Convention on the Eliminationof all Forms of Discrimination against Women.

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Ms. Anita Kharwar (DIN- 09238210) Non-Executive Independent Woman Director is thePresiding Officer of the Committee. In the event of any sexual harassment at workplaceany woman employee of the Company may lodge complaint to Ms. Anita Kharwar (DIN- 09238210)in writing or electronically through e-mail at: shreenidhico@yahoo.com

During the year under review there were no cases received/filed pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

41. General

No disclosure or reporting is required in respect of the following item as there wereno transactions on these items during the year under review:

a. Details of share as per Employees Stock Option Scheme / Sweat Equity Shares / EquityShare with differential voting rights.

The Company has not issue any shares as per Employees Stock Option Scheme/Sweat EquityShares/ Equity Shares with differential voting rights.

b. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the year alongwith their status as at the end of thefinancial year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules 2014.

There were no such instances during the financial year under review.

42. Managementfs Discussion and Analysis

In accordance with the listing requirement the Management’s Discussion andAnalysis is presented in a separate section and forms part of this Report.

43. Acknowledgement

The Directors would like to place on record their gratitude for the valuable guidanceand support received from the RBI Securities and Exchange Board of India Registrar ofCompanies and from other government and regulatory agencies and to convey theirappreciation to the company. They look forward to the continued support of all thestakeholders in the future and appreciate and value the contribution made by every memberof the Company.

The Directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.

Place : Kolkata On Behalf of the Board of Directors
Dated : 04.09.2021 For Shree Nidhi Trading Co. Limited
Sd/-
Rajesh Kurmi
Chairman
DIN - 01714280

.