Your directors have pleasure in presenting their 33
rd
Annual Report of the business and operations of the Company together with audited financial statements for the financial year ended March 31, 2026.
1.
Financial Highlights:
(Amount in Lakhs.)
|
Particulars
|
2025-26
|
2024-25
|
|
Total Income
|
16.75
|
17.66
|
|
Profit / (Loss) before Depreciation & tax
|
7.07
|
0.60
|
|
Less: Depreciation
|
-
|
-
|
|
Less: Extraordinary item and Exceptional items
|
40.42
|
30.34
|
|
Profit/ (Loss) before tax
|
-33.35
|
-29.75
|
|
Less: Tax Expenses
|
-
|
0.16
|
|
Profit /(Loss) for the year
|
-33.35
|
-29.90
|
2.
State of Company's Affairs:
During the financial year ended March 31, 2026, the Company continued to focus on its core business in compliance with applicable laws and regulations. The Company has reported a loss of Rs. 33.35 lakhs during the year under review as compared to a loss of Rs. 29.90 lakhs in the previous financial year.
The loss incurred during the year was mainly on account of exceptional items recognised in the financial statements. Excluding such exceptional items, the operational performance of the Company remained stable during the year. The management remains committed to strengthening the Company's financial position, enhancing operational efficiency, and exploring new business opportunities. During the year, the Company has generated it's revenue in the fashion jewellery business, which is in accordance with its permitted objects under its Memorandum of Association.
The Company continues to adopt prudent financial and risk management practices to ensure sustainable growth and long-term value creation for its stakeholders.
3.
Dividend:
The Board of Directors of the Company has not recommended any dividend on Equity Shares for the year under review.
4.
Change in nature of business:
There has been no change in nature of business of the Company during the F.Y. 2025-26 except the Company has generated revenue from fashion jewellery business , in accordance with the objects permitted under its Memorandum of Association.
5.
Capital Structure
:
As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 11,50,00,000/- (Rupees Eleven Crores Fifty Lakhs Only) comprising Authorised Equity Share Capital of Rs. 5,10,00,000/- divided into 51,00,000 Equity Shares of Rs. 10/- each and Authorised Preference Share Capital of Rs. 6,40,00,000/- comprising 19,00,000 Cumulative Non-Convertible Redeemable Preference Shares.
As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 7,46,81,430/- (Rupees Seven Crores Forty-Six Lakhs Eighty-One Thousand Four Hundred Thirty Only) comprising 44,38,143 Equity Shares of Rs. 10/- each aggregating to Rs. 4,43,81,430/- and 6,06,000 Cumulative Non-Convertible Redeemable Preference Shares aggregating to Rs. 3,03,00,000/-.
Further, during the Financial Year 2025-26: a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; b) The Company has not issued any Sweat Equity Shares; and
c) The Company has not granted or issued any Employee Stock Options under any Employee Stock Option Scheme.
6.
Takeover and Change in Control:
During the Financial Year 2025-26, Mr. Amit Lalit Jain and Mr. Hanissh Kanakraj Jaain (hereinafter collectively referred to as the "Acquirers") entered into a Share Purchase Agreement dated September 04,
2025 with the erstwhile Promoters and Promoter Group of the Company for acquisition of 23,17,343 Equity Shares, representing 52.22% of the Equity Share Capital and Voting Rights of the Company. Consequently, an Open Offer was made by the Acquirers in accordance with Regulations 3(1) and 4 of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations") for acquisition of up to 11,53,917 Equity Shares, representing 26.00% of the Voting Share Capital of the Company, at an offer price of Rs. 0.50 per Equity Share payable in cash.
The Public Announcement for the Open Offer was made on September 04, 2025, followed by publication of the Detailed Public Statement on September 12, 2025 and filing of the Draft Letter of Offer with SEBI on September 19, 2025. Pursuant to the applicable provisions of the SEBI SAST Regulations, the Letter of Offer was dispatched to the eligible shareholders on January 05, 2026 and the Open Offer was conducted from January 12, 2026 to January 23, 2026.
Pursuant to the aforesaid acquisition and consequent change in control and management of the Company, Mr. Amit Lalit Jain and Mr. Hanissh Kanakraj Jaain acquired control over the affairs of the Company and consequently became the Promoters and persons in control of the Company. Further, the requisite disclosures and intimations relating to the change in promoter status were duly made in terms of Regulation 7(1) read with Regulation 6(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions of law.
Consequent upon the change in control, the Board of Directors and Key Managerial Personnel of the Company underwent reconstitution during the year under review. Details of the appointments, resignations and other changes in the composition of the Board and Key Managerial Personnel are provided elsewhere in this Report.
7.
Material changes and Commitments affecting the financial position of the Company:
There were no material changes and commitments affecting the financial position of the Company other than the Open Offer and consequent change in control disclosed under Point No. 6.
8.
Change in the Registered Address of the Company:
The Board of Directors of the Company has also approved shifting of the registered office of the Company from the existing Office at 6A, Kiran Shankar Roy Road, Kolkata 700001, West Bengal, India to 21, Ganesh Chandra Avenue, 5
th
Floor, Dharmatala, Kolkata 700013, West Bengal within the local limits of the same city, under the jurisdiction of the same Registrar of Companies, with effect from 18
th
March, 2026.
9.
Notice of Address at which Books of Account are Maintained and Kept at a place other than Registered Office:
During the financial year under review, the Company maintained its Books of Account and other relevant records at a place other than its Registered Office in accordance with the applicable provisions of the Companies Act, 2013.
Further, pursuant to the approval of the Board of Directors at its meeting held on 27
th
March, 2026, the address at which the Books of Account of the Company are maintained was changed to the Corporate Office of the Company situated at 1910, 19th Floor, 9 Business Bay, Khakhar Property, Behind Evershine Mall, Chincholi Bunder, Malad (West), Mumbai 400064, Maharashtra.
10.Change in Registrar and Share Transfer Agent:
Subsequent to the close of the financial year, the Company has appointed M/s Purva Sharegistry (India) Private Limited as its Registrar and Share Transfer Agent in place of the existing Registrar and Share Transfer Agent, subject to completion of the necessary formalities and regulatory approvals.
11.Reserve:
During the period under review, no amount was transferred to any Reserves.
12.Details of Directors and Key Managerial Personnel:
The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013. During the year under review, there were certain changes in the composition of the Board of Directors and Key Managerial Personnel, including appointments and cessations.
As on the date of this Report, the Board comprises the following Directors. The details of changes in the composition of the Board during the year are set out below.
The Company has received notices under Section 160 of the Companies Act, 2013 proposing the candidature of following directors and the Board recommends their appointment to the Members for approval at the ensuing Annual General Meeting.
Appointments:
Mr. Amit Lalit Jain (DIN: 05263766) was appointed as Managing Director of the Company with effect from October 24, 2025, subject to the approval of the Members.
Mr. Hanissh Kanakraj Jaain (DIN: 05263777) was appointed as an Additional Director of the Company with effect from October 24, 2025.
CA Ashish Bakliwal (DIN: 05149608) was appointed as an Additional Director (Non-Executive, Independent) of the Company for a period of five (5) years from October 24, 2025 to October 23, 2030.
Mrs. Madhuri Toshniwal (DIN: 11345300) was appointed as an Additional Director (Non-Executive, Independent) of the Company for a period of five (5) years from October 24, 2025 to October 23, 2030.
Resignations:
Mrs. Garima Sureka (DIN: 07138785) resigned from the position of Non-Executive, Non-Independent Director with effect from November 28, 2025.
Mr. Milan Sardar (DIN: 08470284) resigned from the position of Independent Director with effect from November 28, 2025.
Mr. Chandi Das Chakraborty (DIN: 07688518) resigned from the position of Independent Director with effect from November 28, 2025.
Mr. Jayanta Sahu resigned from the position of Manager/Key Managerial Personnel of the Company with effect from November 28, 2025.
Mr. Sanjay Sureka (DIN: 00491454) resigned from the position of Director of the Company with effect from 19
th
January, 2026.
Key Managerial Personnel:
Mr. Rajesh Kumar Rungta resigned from the position of Chief Financial Officer (CFO) of the Company with effect from May 14, 2025.
Mr. Sourabh Chitlangia resigned from the position of Company Secretary and Compliance Officer with effect from May 21, 2025.
Ms. Kiran Satyawan Vaidya was appointed as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from May 28, 2025.
Ms. Vandana Gupta (ACS:54141) was appointed as Company Secretary and Compliance Officer and designated as Key Managerial Personnel with effect from June 02, 2025.
Ms. Vandana Gupta, Company Secretary and Compliance Officer, resigned from the said office w.e.f. 17 January 2026.
Ms. Rupali Purohit (ACS: 67537) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 03 April 2026, after the close of the financial year.
The Board places on record its sincere appreciation for the valuable contributions and guidance provided by the above-mentioned Directors and Key Managerial Personnel during their tenure with the Company and wishes them success in their future endeavors.
13.Managerial remuneration and particulars of employees:
The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed as
"Annexure III"
and forms a part of the Board Report.
14.Policy on Directors' Appointment and Remuneration:
In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and Independence of Directors, matter relating to the remunerations, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.
15.Declaration by Independent Directors:
All Independent Directors have given declarations that they meet the criteria of independence as per applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16.Meetings of the Board and other Committees:
During the Financial Year 2025-26, the Board of Directors met Eleven (11) times. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and applicable Secretarial Standards.
The dates on which the Board Meetings were held are as under.
|
Sr. No
|
Date of Meeting
|
|
1.
|
10-05-2025
|
|
2.
|
28-05-2025
|
|
3.
|
02-06-2025
|
|
4.
|
06-08-2025
|
|
5.
|
24-10-2025
|
|
6.
|
08-11-2025
|
|
7.
|
28-11-2025
|
|
8.
|
23-01-2026
|
|
9.
|
13-02-2026
|
|
10.
|
18-03-2026
|
|
11.
|
27-03-2026
|
The Board has constituted the following Committees in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Audit Committee:
During the year under review, the Audit Committee met Five (5) times. The dates of the meetings are as follows:
|
Sr. No
|
Date of Meeting
|
|
1.
|
10-05-2025
|
|
2.
|
28-05-2025
|
|
3.
|
06-08-2025
|
|
4.
|
08-11-2025
|
|
5.
|
13-02-2026
|
The composition of the Audit Committee as on the date of this Report is as under:
|
Sr. No Name of Director
|
Designation
|
Tenure
|
|
1. Chandi Das
|
Chairman
|
up to
|
24-10-2025
|
|
2. Milan Sardar
|
Member
|
up to
|
24-10-2025
|
|
3. Sanjay Surekha
|
Member
|
up to
|
24-10-2025
|
|
4. Ashish Bakliwal
|
Chairman
|
w.e.f 24-10-2025
|
|
5. Amit Lalit Jain
|
Member
|
w.e.f 24-10-2025
|
|
6. Madhuri Toshniwal
|
Member
|
w.e.f 24-10-2025
|
Nomination and Remuneration Committee:
During the year under review, the Nomination and Remuneration Committee met Two (2) times. The meetings were held on the following dates:
|
Sr. No
|
Date of Meeting
|
|
1.
|
02-06-2025
|
|
2.
|
24-10-2025
|
The composition of the Nomination and Remuneration Committee during the year was as follows:
|
Sr. No Name of Director
|
Designation
|
Tenure
|
|
1. Milan Sardar
|
Chairman
|
up to
|
24-10-2025
|
|
2. Garima Sureka
|
Member
|
up to
|
24-10-2025
|
|
3. Sanjay Surekha
|
Member
|
up to
|
24-10-2025
|
|
4. Ashish Bakliwal
|
Chairman
|
w.e.f 24-10-2025
|
|
5. Madhuri Toshniwal
|
Member 24
|
w.e.f 24-10-2025
|
|
6. Amit Lalit Jain
|
Member
|
w.e.f 24-10-2025
|
Stakeholders Relationship Committee:
During the year under review, the Stakeholders' Relationship Committee met One (1) time on 18
th
March 2026.
The composition of the Stakeholders' Relationship Committee during the year was as follows:
|
Sr. No Name of Director
|
Designation
|
Tenure
|
|
1.
Chandi Das
|
Chairman
|
up to
|
24-10-2025
|
|
2.
Milan Sardar
|
Member
|
up to
|
24-10-2025
|
|
3.
Sanjay Surekha
|
Member
|
up to
|
24-10-2025
|
|
4. Madhuri Toshniwal
|
Member
|
w.e.f 24-10-2025
|
|
5. Amit Lalit Jain
|
Chairman
|
w.e.f 24-10-2025
|
|
6. Ashish Bakliwal
|
Member
|
w.e.f 24-10-2025
|
17. Disclosure on establishment of a Vigil Mechanism / Whistle Blower Policy:
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.
18. Disclosure on establishment of a Risk Management Policy:
Pursuant to section 134(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI Listing Regulations, 2015, your company has a Risk Management framework to identify, evaluate business risk and opportunities. Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.
Your Company "manages, monitors and reports" on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's management systems, organizational structures, processes, standards, code of conduct and behaviours governs how the Group conducts the business of the Company and manages associated risks.
19.The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:
The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the year ended 31st March, 2026:
Number of complaints of sexual harassment received in a year Nil
Number of complaints disposed of during the year Nil
Number of cases pending for more than 90 days Nil
20.Listing at Stock Exchange:
The Company is listed on the BSE Limited and Calcutta Stock Exchange.
21.Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy: Not applicable
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the Company for utilizing alternate sources of energy; (iii) the capital investment on energy conservation equipment;
(B) Technology absorption: Not applicable
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year: -
(a) the details of technology imported; (b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo: Not applicable
22.Significant and material orders passed by the regulators or court or tribunals impacting the going concern status and company's operation in future:
There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations. Although the Company's net worth did not exceed the prescribed threshold during the financial year under review, the Company remains committed to maintaining sound internal controls and prudent risk management practices.
23.Internal Financial Controls and their Adequacy:
The Company has established adequate internal financial controls commensurate with the size, scale and complexity of its operations. The internal financial control framework is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The Company has implemented appropriate policies, procedures and control mechanisms to ensure compliance with applicable laws and regulations. The Internal Auditor periodically reviews the adequacy and effectiveness of the internal financial control systems and submits reports to the Audit Committee for its review and recommendations.
Based on the evaluation of the internal financial control systems, observations of the Internal Auditor, Statutory Auditors and reviews conducted by the management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the financial year ended March 31, 2026.
24.Corporate Social Responsibility:
The provisions of Corporate Social Responsibilities pursuant to Section 135 of the Companies Act 2013 read with relevant applicable rules thereon are not applicable to the Company.
25.Deposits:
The Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013. Amounts received by the Company, were not in the nature of deposits and were exempted under the Companies (Acceptance of Deposits) Rules, 2014.
26.Contracts/ Transactions / Arrangements with Related Parties:
During the year, the Company had not entered into any contract / arrangement / transaction with related parties thus disclosure relating to details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee for its approval.
27.Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report as
"Annexure IV"
.
28.Familiarization Programmes:
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company's website
www.shentracon.com
.
29.Secretarial Standards:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied with by the Company for the Financial Year 2025-26.
30.Maternity benefit:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961 / the Code on Social Security, 2020 and has extended all statutory benefits to eligible women employees during the year.
31.Directors' Responsibility Statement:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the respective auditors, the audit of internal financial controls over financial reporting conducted by the Statutory Auditor and the reviews performed by the Management and the Board, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year ended 31st March, 2026.
a) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the loss 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 this 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; 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;
32.Secretarial Auditors & Auditor's Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Hemang Satra & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025 2026.
The Secretarial Audit Report issued by M/s. Hemang Satra & Associates, Company Secretaries, contains certain observations. The Board's comments thereon are as under:
Promoter Shareholding in Dematerialised Form
The observation pertains to the shareholding of the erstwhile Promoter and Promoter Group, which was not held in dematerialised form during the relevant period. Pursuant to the change in management and control of the Company during the financial year, the present management has taken note of the observation and is taking necessary steps to ensure compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Registration of Independent Directors with IICA Databank
The observation relates to the Independent Directors associated with the erstwhile management. Consequent upon the change in management, all the present Independent Directors have duly registered themselves with the IICA Databank and have successfully qualified the online proficiency self-assessment test, wherever applicable. Accordingly, the Company is presently in compliance with the applicable provisions.
Delay in Newspaper Publication
The delay of one day in the newspaper publication of the financial results for the quarter and financial year ended 31
st
March, 2025 was inadvertent and occurred under the erstwhile management. The present management has strengthened its internal compliance monitoring mechanism to ensure timely compliance with all applicable regulatory requirements.
Non-inclusion of QR Code in Newspaper Advertisement
The omission of the QR Code in the newspaper advertisement relating to the financial results for the quarter ended 31st March, 2025 was an inadvertent oversight under the erstwhile management. The Company has taken note of the observation and has implemented adequate checks and review mechanisms to ensure strict compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 going forward.
The Secretarial Audit Report for the financial year ended 31
st
March, 2026 is annexed herewith as
Annexure V
to this Annual Report.
33.Statutory Auditors & Auditors' Report:
M/s. Mark & Co., Chartered Accountants (Firm Registration No. 142902W), were appointed as the Statutory Auditors of the Company at the 32
nd
Annual General Meeting for a term of five consecutive years, to hold office from the conclusion of the 32
nd
Annual General Meeting until the conclusion of the 37
th
Annual General Meeting of the Company, and they continue to act as the Statutory Auditors of the Company.
The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company in terms of Section 141 of the Companies Act, 2013.
The Statutory Auditors have issued their Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2026, which is annexed to this Annual Report as
Annexure VI
. The notes forming part of the Financial Statements referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
34.Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s A.K. Yadav and Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025 2026. The Internal Auditor periodically reviews the adequacy and effectiveness of the internal financial controls of the Company.
35.Statement regarding the opinion of the Board with regard to the integrity, expertise, experience (including proficiency) of the Independent Directors appointed during the year:
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.
36.Independent Directors:
The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Independent Directors met without the presence of Non- Independent Directors. These meetings are formal and enable the Independent Directors to interact and discuss matters including review of performance of the Non- Independent Directors and the Board as a whole, review the performance of the Chairman of the Company and other Directors and assessing the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Meeting of Independent Directors was held on 13
th
February, 2026 and all the Independent Directors of the Company were present at the Meeting.
37.Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, the performance of its committees, and that of individual Directors, in accordance with the provisions of the Companies Act, 2013 and applicable regulations.
The performance of the Board was evaluated after seeking inputs from all the Directors, based on criteria such as the composition and structure of the Board, effectiveness of Board processes, quality of information, and overall functioning.
The performance of the Board Committees was evaluated by the Board after considering inputs from the Committee Members, based on criteria such as composition, effectiveness of meetings, and discharge of roles and responsibilities.
The Board and the Nomination and Remuneration Committee also evaluated the performance of individual Directors based on parameters such as their participation in meetings, preparedness, constructive contribution, and overall effectiveness.
In addition, the performance of the Chairman was evaluated based on key aspects of his role.
The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, taking into account the views of Executive and Non-Executive Directors. The outcome of such evaluation was subsequently discussed by the Board.
38.Corporate Governance:
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs.
25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, therefore, Company is not required to comply with the said provisions.
39.Business Responsibility and Sustainability Report (BRSR):
The provisions relating to Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company as it does not fall within the top 1000 listed entities based on market capitalization.
40.Subsidiaries, Joint Ventures and Associate Companies:
The Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable
41.Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in previous years.
42.Particulars of Loans, Guarantees or Investments u/s 186 of the Companies Act, 2013:
The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of the Annual Report.
43.Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Draft Annual Return in Form MGT-7 for the Financial Year 2025-26 is available on the Company's website at
www.shentracon.com
.
44.Statement on other Compliances:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Neither the Managing Director nor any of the Directors of the Company received any remuneration or commission from any of its subsidiaries; b. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company; c. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; d. Payment of remuneration or commission from any of its holding or subsidiary companies to the
Managing Director of the Company; e. Issue of debentures/bonds/warrants/any other convertible securities. f. Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. g. Instance of one-time settlement with any Bank or Financial Institution. h. Appointment of cost Auditor is not applicable to the Company.
Acknowledgements:
Your Directors take the opportunity to thank the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
|
For and on behalf of the Board of Directors
|
|
Shentracon Chemicals Limited
|
|
Sd/-
|
|
Amit Lalit Jain
|
|
Director and Chairman
|
|
(DIN: 05263766)
|
|
Place: Mumbai
|
|
Date: 28-07-2026
|
|