• OPEN AN ACCOUNT
Indian Indices
Nifty
22,519.40 -234.40
(-1.03%)
Sensex
74,244.90 -793.25
( -1.06%)
Bank Nifty
48,564.55 -422.05
( -0.86%)
Nifty IT
35,018.10 -275.05
( -0.78%)
Global Indices
Nasdaq
16,442.20 271.84
(1.68%)
Dow Jones
38,459.08 -2.43
(-0.01%)
Hang Seng
16,721.69 -373.34
(-2.18%)
Nikkei 225
39,523.55 80.92
(0.21%)
Forex
USD-INR
83.29 0.07
(0.08%)
EUR-INR
89.98 -0.39
(-0.44%)
GBP-INR
105.10 -0.34
(-0.32%)
JPY-INR
0.55 0.00
(-0.25%)

EQUITY - MARKET SCREENER

Shree Rama Multi-Tech Ltd
Industry :  Packaging
BSE Code
ISIN Demat
Book Value()
532310
INE879A01019
7.2835516
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
SHREERAMA
32.23
335.76
EPS(TTM)
Face Value()
Div & Yield %
0.78
5
0
 

As on: Apr 13, 2024 03:21 AM

Dear Members,

Your Directors are pleased to present the 29 Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2023. FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2023 is summarized below: (Rs. in Lakhs)

2022-23 2021-22
(Current year) (Previous Year)
Revenue from Operations 19626.04 15031.47
Other Income 12.48 42.07
Total Income 19638.52 15073.54

Profit Before Depreciation, Amortization, Finance Costs and Tax

1463.96 238.46
Depreciation and amortization expense 610.95 665.07
Finance Costs 143.72 65.62
Profit/(Loss) before tax 709.29 (492.23)
Tax Expenses 0.00 0.00
Short / (Excess) provision of IT of earlier years 204.90 0.00
Net Profit/(Loss) for the year 504.39 (492.23)

OPERATIONAL REVIEW

Your Company's total revenue from operations during the year under review was Rs. 19626.04 lakhs as compared to Rs. 15031.47 lakhs of previous year which shows an increase of 30.57 % over the previous year figure. The other income was Rs. 12.48 lakhs during the year under review. The EBIDTA of the Company during the year was Rs. 1463.96 lakhs. The Net profit for the Financial Year 2022-23 was Rs.504.39 lakhs. The key factors for the excellent performance of the company are i) focus on export market to get better margins as well as expand our footprint across the world, ii) expanding footprint in Pharma industry to be able to make operations immune from any downturn in Oral care and iii) price increase from our existing domestic customers of Laminate as well as Lami Tube to compensate the increase in raw material price which contributed to the growth in the performance of the company during the year under review. OVERVIEW OF PACKAGING INDUSTRY IN INDIA

Overall packaging industry in India is projected to be Rs. 2,150 - 2,200 billion for fiscal 2023 The polymer packaging industry contributes substantially to the GDP growth in India and at the same time support the consumer-led industries such as FMCG and pharma, key sectors for growth in India, with reliable of packaging solutions.

The Indian packaging industry's market size at Rs 2,150-2,200 billion in fiscal 2023, growing at CAGR 7% from fiscal 2017-22. Polymer packaging, which form nearly 60-65% of the industry by revenue, grew 6% during the period FY17-22. The paper packaging segment also witnessed a strong 12% CAGR revenue growth. On the other hand, metal and glass packaging witnessed a 3% and 8% growth, respectively during fiscal 2017-2022. Demand for packaging segments comes from food packaging and pharma segments. Over fiscals 2022-2027, we expect the industry to log 7-8% CAGR on the back of healthy volume growth driven by polymer, paper and metals packaging segments. The pharmaceutical, industry chemical, food product, and personal care sectors are expected to be the key growth drivers. Fast- moving consumer goods (FMCG) companies' increasing focus on innovative packaging solutions that offer scope for enhanced aesthetic value and extended shelf life will also propel demand. Polymers have emerged as the most preferred packaging material with 60-65% share in overall packaging. The segment has clocked 6% CAGR between fiscal 2017-2022, following paper packaging, which saw higher 12% CAGR. Metal packaging witnessed 8% CAGR during the period and glass 3% CAGR. In terms of end-user industries, the pharma and food product segments witnessed a strong 12% and 7% CAGR during the period of fiscal 2017-2022, driving demand for packaging. The personal care (3% CAGR) and industry chemical segments 4% CAGR also supported the overall industry demand. Traditionally, robust growth in demand for FMCG products has been the key driver for the packaging sector. FMCG companies' focus on rural markets has boosted demand for polymer packaging, especially for pouches and sachets. Flexible packaging comprises BOPP, HDPE, and PP bags and rigid packaging includes HDPE containers, PP containers and jars, and PET bottles. There has been a significant shift in

preference from rigid to flexible packaging owing to convenience of use and lower cost. Introduction of new solutions such as laminated pouches and sachets has helped increase the share of flexible packaging over time. Over the next three fiscals, the rigid packaging segment's revenue is expected to log higher growth rate that of flexible packaging, largely backed by volume growth and demand from food products and FMCG sectors. Growth in flexible packaging is expected to be slightly higher than rigid packaging, driven by increased use of BOPP in the form of pouches and sachets to package food products, personal care products, etc. The Key growth drivers for packaging industry are i) Growth prospects of end-user sectors, ii) Increasing rural demand for small packaged goods, iii) Expected growth in organized retail and e- commerce industry iv) Better affordability levels, health-conscious nature of consumers, v) Growing population of working women, changing lifestyle a key factor and vi) Demand for innovative product solutions and sustainable packaging.

*Source: CRISIL Report

DIVIDEND

During the year under review, your Company has earned a Net profit of Rs. 504.39 lakhs. However, with the objective of conserving the resources for the future growth of the Company and to improve the financial strength and also considering the accumulated loss incurred in the earlier years, Board of Directors consider it prudent not to recommend any dividend for the Financial Year 2022-23 and no amount has been transferred to reserves for the year under review.

SHARE CAPITAL

The paid up equity share capital of the company as at March 31, 2023 was Rs. 3176.03 lakhs. During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise nor has granted any stock options or sweat equity. As on March 31, 2023, none of the Directors of the Company hold any instruments convertible into Equity shares of the Company. SUBSIDIARY COMPANIES

Shree Rama (Mauritius) Limited was incorporated as wholly owned subsidiary in Mauritius. The current status of the Company is “Defunct”. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act 2013. DEPOSITS

The Company does not have “Deposits” as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year and there is no outstanding balance as on March 31, 2023. CREDIT RATING

The credit facilities of the company are Rated by CRISIL Limited. During Financial Year 2022-23, the Rating of the company has been reviewed by CRISIL Limited for the bank loan facilities for Rs.

80 Cr. as 1) Long-Term Rating - CRISIL BBB-/Stable (Reaffirmed), 2). Long-Term Rating- CRISIL

BBB-/Stable (migrated from CRISIL AA (CE)/Stable) and 3. Short Term Rating- CRISIL A3 (Migrated from CRISIL A1+ (CE). ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://srmtl.com DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Mittal K. Patel, Director (DIN: 03619139) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. During the year under review, Shri Hemal R. Shah (DIN: 07338419) was re-appointed as Whole- Time Director of the Company for a period of 2 (two) years with effect from November 27, 2022, by the Board on recommendation of the Nomination and Remuneration Committee and the re- appointment was approved by the shareholders at the 28" Annual General Meeting held on 15 September, 2022. Further, your Company has received declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 & the Companies (Appointment and Qualification of Directors) Rules, 2014 and under Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

None of the Non-Executive Directors of the Company had pecuniary relationship or transactions with the Company (except sitting fees for attending Board Meetings) during the year under review. Pursuant to Section 203 of the Companies Act, 2013, the whole-time Key Managerial Personnel of the Company as on March 31, 2023 are as under:

1. Shri Shailesh K. Desai : Managing Director
2. Shri Hemal R. Shah c Whole Time Director
3. Shri Krunal G. Shah* : Chief Financial Officer
4. Shri Sandip Mistry : Company Secretary

*Tendered his resignation and will be relieved from his duty as CFO with effect from 31? July 2023 or earlier date as may be agree and approved by the board.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year ended on March 31, 2023, the Board met five times, the details of Board Meetings and attendance of Directors are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings of Board was not more than one hundred and twenty days. COMMITTEES OF BOARD

The Company has following Committees of the Board as on March 31, 2023 pursuant to applicable provisions of the Companies Act, 2013 and rules made there under as well as in compliance with SEBI (LODR) Regulations, 2015: (iy Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee (iv) Rights Issue Committee The details of composition, meetings and attendance of members of committees held during the year are given in the Corporate Governance Report that forms part of this Annual Report. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per the corporate governance requirements as prescribed under SEBI (LODR) Regulations, 2015, the Board of Directors had carried out the performance evaluation of working of the Board Committees as well as evaluation of Independent Directors including the performance of Independent Directors and assessment of their independence criteria and their independence from the management. The Board of Directors also reviewed the criteria for the purpose of evaluation of performance of Independent Directors of the Company as well as Board of Directors of the Company. The Independent Directors met on 30th March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality,

quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Nomination and Remuneration Committee of the Company had also carried out performance evaluation of every Director's performance. A structured questionnaire was prepared after taking into consideration the various aspects of evaluation. The Board of Directors expressed its satisfaction with the evaluation process. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them state that: a) in the preparation of the annual accounts for the year ended on March 31, 2023, the applicable accounting standards have been followed, along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on March 31, 2023 and of the profit of the Company for that period. c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RELATED PARTY TRANSANCTIONS

All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business of the Company and there were no material contracts or arrangement or transactions entered into, in terms of Section 188 of the Companies Act, 2013 and accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not provided. Further, the disclosures in compliance with Para A of Schedule V of Regulation 34(3) of SEBI (LODR) Regulations, 2015 is provided in the notes to the accounts. The related party transactions as required to be disclosed under Indian Accounting Standards (Ind-AS 24) are set out in the notes to the financial statements. The Audit Committee had given prior omnibus approval for the related party transactions which were of repetitive nature and/or entered in the ordinary course of business and on arm's length basis and a statement giving details of all related party transactions were placed before the Audit Committee and the Board for review and noting on a quarterly basis. The policy on Related Party Transactions duly revised and approved by the Board of Directors has been uploaded on the website of the Company viz. www.srmtl.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year 2022-23, the Company has not given any loans or provided guarantee or security in connection with a loan to other body corporate or person or made investments as contemplated under the provisions of Section 186 of the Companies Act, 2013, hence the details are not provided. POLICIES

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at viz. www.srmtl.com. INTERNAL FINANCIAL CONTROL SYSTEM

The Company's internal control system is commensurate with its size, scale and complexities of its operations. Your Company has an effective internal control and risk-mitigation system which are constantly reviewed, assessed and strengthened with new/ revised standard operating procedures considering the existing system and future planning as envisaged. The internal audit is entrusted to M/s Ramesh C. Sharma & Co., Chartered Accountants and the scope of the internal audit are reviewed and revised as required to assess the risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee, Statutory Auditors and the business heads are quarterly apprised of the internal audit findings and the corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. The significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement showing particulars with respect to the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as amended from time to time is annexed herewith as “Annexure A” as a part to this Report. PARTICULARS OF EMPLOYEES

The Company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects. The details of Managerial Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B” as a part to this Report. There was no employee drawing an annual salary of Rs. 102 lakhs or more where employed for full year or monthly salary of Rs. 8.50 Lakhs or more where employed for part of the year and therefore, no information pursuant to the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given. NOMINATION AND REMUNERATION POLICY

The Board of Directors has, on recommendation of the Nomination and Remuneration Committee, framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder as well as SEBI (LODR) Regulations, 2015. The policy has been placed on the website of the Company viz. www .srmtl.com. The salient features of the said policy are stated in the Corporate Governance Report that forms part of this report. AUDITORS & AUDITORS' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Mahendra N. Shah & Co. (FRN: 105775W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company for the period of five years from the conclusion of the Twenty-Eight AGM of the Company till the conclusion of the Thirty Third AGM. The Company has received a letter from M/s. Mahendra N. Shah & Co. Chartered Accounts, to the effect that their appointment, is within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment. During the year under review, there are no instances of frauds as reported by the auditors under Section 143(12) the Companies Act, 2013 and its rules made thereunder. The Statutory Auditors of the Company has made certain observations in the audit report and qualified the report during the year under review. In this regard, the Board clarifies the same as under: Boards' Comments on Auditors Emphasis:

1. Regarding the non-provision of interest on borrowings in form of Loans and debentures:

The management has already initiated settlement with the lenders of the loan and debentures as per the Scheme of Arrangement and Compromise long back. The lenders specified in the scheme have given their consent for settlement as per the terms of the scheme and in the opinion of the management, the amount of dues payable to lenders have been specified under the definition of "Settled Debt" under clause (r) of Part 1 of the scheme, therefore no further liability on account of interest will arise. The Hon'ble High Court of Gujarat has passed an order on 20" February, 2020, whereby the O.J, Appeal has been dismissed. The Company has filed Review Application on 02/11/2020 before the Hon'ble High Court of Gujarat. In case the scheme is not approved or approved with different terms, the company will give necessary accounting effect on final ascertainment of the same.

2. Regarding Non consolidation of accounts of Shree Rama Mauritius Limited (WOS):

In respect of the investment made in Shree Rama (Mauritius) Limited, its Wholly-Owned Subsidiary (WOS), the resident directors & key managerial personnel of the said WOS had resigned in the year 2005-06 and audited accounts for the year ended 30 September 2003 and onwards could not be prepared and provided. Its present status is shown as ‘defunct' under respective laws. The Company has accordingly provided for diminution in the value of investments in the earlier years. In view of the above, it was not possible to prepare consolidated financial statements as required by Ind AS 110 issued by ICAI and other provisions of the Companies Act, 2013. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, the Board had appointed M/s Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed herewith as “Annexure C” as a part to this Report. There are some observations made by the Secretarial Auditor in their report for which the Board of Directors hereby give its comments/ explanation as under: R Regarding Non-consolidation of accounts of Shree Rama (Mauritius) Limited (WOS): In respect of the investment made in Shree Rama (Mauritius) Limited, its Wholly-Owned Subsidiary (WOS), the resident directors & key managerial personnel of the said WOS had resigned in the year 2005-06 and audited accounts for the year ended 30" September 2003 and onwards could not be prepared and provided. Its present status is shown as ‘defunct' under respective laws. The Company has accordingly provided for diminution in the value of investments in the earlier years. In view of the above, it was not possible to prepare consolidated financial statements as required by Ind AS 110 issued by ICAI and other provisions of the Companies Act, 2013. (it) Regarding pending redemption of 666666 15% Cumulative Preference Shares The Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 filed with Hon'ble High Court of Gujarat before division bench has been dismissed by Hon'ble High court vide its order dated 20" February, 2020. The Company has filed Review Application on 02/11/2020 before the Hon'ble High Court of Gujarat and matter of redemption of preference shares along with dividend etc. is also covered in the scheme. The Board is of the view that the said matter will be sorted out on final outcome of the scheme. In addition to above, the Preference Shareholder has waived the right to receive the dividend accumulated on the Preference Shares and accumulated interest on delayed payment provided that the Company redeems the outstanding preference shares by 31st July, 2023 or such other extended date permitted by the Preference Shareholder at his sole discretion. Further, the Company has filed petition on March 17, 2023 before the National Company Law Tribunal, Ahmedabad Bench under section 55(3) of the Companies Act, 2013 to issue and allot 7,66,666 redeemable preference shares of face value of 100 each on the same terms and conditions to the existing preference shareholder of the value equivalent to the existing outstanding 6,66,666 unredeemed preference shares amounting to X 666.66 Lakhs together with unpaid dividend of 100.00 Lakhs thereon. Upon sanction of the aforesaid petition and issue of these further redeemable preference shares, the existing unredeemed preference shares shall be deemed to have been redeemed. The matter is presently pending before NCLT

(iii) Regarding non-reversal of provision of dividend and non-transfer of the said amount to IEPF

In the Scheme of Compromise and Arrangement, the issue of waiver of unpaid dividend on preference shares is also covered. Further, Hon'ble High court vide its order dated 20th February, 2020 has dismissed the O J Appeal and the Company has filed Review Application on 02/11/2020 before the Hon'ble High Court of Gujarat. The Board is of the view that the said matter will be sorted out on final outcome of the scheme. Further, the Company has filed petition on March 17, 2023 before the National Company Law Tribunal, Ahmedabad Bench under section 55(3) of the Companies Act, 2013 to issue and allot 7,66,666 redeemable preference shares of face value of R100 each on the same terms and conditions to the existing preference shareholder of the value equivalent to the existing outstanding 6,66,666 unredeemed preference shares amounting to X 666.66 Lakhs together with unpaid dividend of 100.00 Lakhs thereon. Upon sanction of the aforesaid petition and issue of these further redeemable preference shares, the existing unredeemed preference shares shall be deemed to have been redeemed. The matter is presently pending before NCLT M/s Chirag Shah & Associates, Practicing Company Secretaries has undertaken the Annual Secretarial Compliance Audit for the Financial Year 2022-23 pursuant to Regulation 24A of SEBI (LODR) Reg., 2015. There were no observations for the period under review. COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained relating to the product group ‘Plastics and Polymers' during the year under review. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Maulin Shah & Associates, Cost Accountants, (Firm Registration Number 101527) as Cost Auditor to audit the cost records of the Company for the Financial Year 2023-24. As required under the Act, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year, the Company does not fall under the criteria prescribed under Section 135(1) of Companies Act, 2013 read with rules made thereunder hence, the Board has not constituted Corporate Social Responsibility Committee and therefore, the Company is not required to comply with the provisions of the Corporate Social Responsibility prescribed under the Companies Act, 2013. Accordingly, the details in the Annual Report on the CSR activities is not provided as an annexure to this Report. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on operations of the Company as required under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015, is provided in a separate section and forms an integral part of this Annual Report. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to this report on Corporate Governance. INSURANCE

The assets of the Company are adequately insured to take care of any unforeseen circumstances. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT

The risk is the part and partial of every business and the risk management is embedded in your Company's operating framework. Even though it is not possible to completely eliminate various risks associated with the business of the Company, the efforts are made to minimize the impact of such risks on the operations of the Company. The Company has established a well-defined process of risk management which includes identification, analysis and assessment of various risks, measurement of probable impact of such risks, formulation of the risk mitigation strategies and implementation of the same so as to minimize the impact of such risks on the operations of the Company. The Company has put in place various internal controls for different activities so as to minimize the impact of various risks. The Company's approach to addressing the business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board of Directors for its effectiveness and compliances. The discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Report. VIGIL MECHANISM

Your Company has framed a Vigil Mechanism to report genuine concerns or grievances of all directors and employees. It provides for adequate safeguards against victimization of persons who use such mechanism. The Vigil Mechanism Policy has been hosted on the website of the Company i.e. www.srmtl.com. CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct for the Directors and Senior Management and the same has been placed on the Company's website. All the Board members and the senior management have affirmed compliance with the Code of conduct for the year under review. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal} Act, 2013 and rules framed thereunder. Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. During FY 2022-23, the Company has not received any complaint on sexual harassment of women at work place. OTHER DISCLOSURES

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

2) Composite Scheme of Compromise and Arrangement:

The Company had filed the Scheme of Arrangement and Compromise with the Financial Institutions/ Banks and Shareholders and it was approved by majority of Shareholders and lenders. The said scheme was dismissed by the single bench of Hon'ble High Court of Gujarat vide its order dated July 15, 2015. The Company had filed an O.J appeal with the division bench of Hon'ble High Court of Gujarat which has been dismissed vide its order dated February 20, 2020 and the Company has filed Review Application on 02/11/2020 before Hon'ble High Court of Gujarat against the said order and the same is pending before the Hon'ble Court as of date of this report.

3) Execution of Settlement Agreement with Lenders for waiver of interest etc.:

The Company has made borrowings in the form of loans, debentures, etc. in earlier years which are under settlement under the Scheme of Arrangement and Compromise. The accumulated interest on such borrowings is not provided for past several years. Your Company has entered into a Settlement Agreement with certain lenders for waiver of interest and other charges as may be applicable, subject to repayment of principal amount with respect to such loans and debentures on or before 315 July, 2023 or such other extended date permitted by the lenders at their sole discretion.

4) Settlement/ Waiver of Dividend Component Accumulated on outstanding Cumulative Redeemable Preference Shares: The Company had issued 10,00,000 15% cumulative preference shares of face value of 100 each (“Preference Shares”) in earlier year and out of which balance 6,66,666 Preference Shares (“Outstanding Preference Shares”) amounting to Rs. 6.67 Crores are yet to be redeemed which are under settlement under the Scheme of Arrangement and Compromise. Further, the Company has entered into settlement/waiver with the Preference Shareholder who has waived the right to receive the dividend accumulated on the Preference Shares and accumulated interest on delayed payment provided that the Company redeems the outstanding preference shares by 31st July, 2023 or such other extended date permitted by the Preference Shareholder at his sole discretion.

5) Filing Company Petition with National Company Law Tribunal, Ahmedabad Bench under section 55(3) of the Companies Act, 2013 to issue and allot redeemable preference shares: The Company has filed petition on March 17, 2023 before the National Company Law Tribunal, Ahmedabad Bench under section 55(3) of the Companies Act, 2013 to issue and allot 7,66,666 redeemable preference shares of face value of 100 each on the same terms and conditions to the existing preference shareholder of the value equivalent to the existing outstanding 6,66,666 unredeemed preference shares amounting to X 666.66 Lakhs together with unpaid dividend of 100.00 Lakhs thereon. Upon sanction of the aforesaid petition and issue of these further redeemable preference shares, the existing unredeemed preference shares shall be deemed to have been redeemed. The matter is presently pending before Hon'ble NCLT.

6) Shifting of Registered Office of the Company:

During the year, the Registered Office of the Company was shifted from 301, Corporate House, Opp. Torrent House, Income Tax, Ahmedabad 380009, Gujarat, India to 18,

Corporate House, Opp. Dinesh Hall, Navrangpura, Ahmedabad 380009, Gujarat, India due to administrative convenience.

7) Raising of Funds Through Rights Issue:

The company has an outstanding debt of Rs. 61.72 Crore, being the principal amount of Term Loan of Rs. 25 Crore, Redeemable Non-Convertible Debentures of Rs. 36.72 crore. Further, the company has also outstanding preference shares of Rs. 6.67 Crore which are yet to redeemed. In this regard, the Company had previously initiated settlement with the lenders of the loan and debentures including preference shareholder as per the Scheme of Arrangement and Compromise. The liabilities towards interest/dividend /penalties/other due on these debts/preference shares has increased considerably therefore, in order to reduce the

debts/liabilities, your Board of Directors vide its meeting held on 8" February, 2023 has proposed to raise the funds through issue of equity shares on Rights Issue basis to the existing equity shareholders of the Company for the amount up to Rs. 80 Crores to repay the certain outstanding borrowings including redemption of non-convertible debentures in supersession of earlier resolution for raising of funds vide its meeting held on 21st July, 2022. The company has filed the Draft Letter of Offer with SEBI on 22" March, 2023 for the proposed issue. APPRECIATION

Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by various Banks. Your Directors also thank the Consumers for their patronage to the Company's products. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. The Directors also thank the Company's vendors, investors, business associates, Stock Exchanges, Government of India, State Government and various departments and agencies for their support and co-operation.

For, Shree Rama Multi-Tech Limited

Place: Moti-Bhoyan Mittal K. Patel
Date: May 29, 2023 Chairman
(DIN: 03619139)