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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Eco Hotels and Resorts Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting the Thirty Seventh (37) Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

CORPORATE RESTRUCTURING:

A. ACQUISITION OF TARGET COMPANY IN HOSPITALITY SECTOR THROUGH SHARE SWAP :

In order to make wholly owned subsidiary Company to Eco Hotels India Private Limited, company have contacted 79 shareholders of Eco Hotels India Private Limited, holding 20417082 fully paid-up Equity shares of Rs. 10 each, however 76 shareholders, holding 20167082 fully paid Equity shares have accepted our offer and swapped their shares in the ration of 1:1 in our Company However 3 shareholders where not traceable, after this transaction company is holding 99.06% of shares as on date of signing this Report.

The shareholders of the Company has approved issue of 1,24,88,106 equity shares on preferential basis in the previous Annual General meeting of the Company held on 28^thSeptember 2023 for allotment of shares to the shareholders of Eco Hotels India Private Limited in ratio of 1:1 which means one share in Eco Hotels India Private Limited has got one share in Eco Hotels and Resorts Limited.

Out of total outstanding fully paid shares, i.e., 32 shareholders holding 1,20,35,606 fully paid shares amounted to INR 12,03,56,060 were opted for share swaps and Company has allotted fully paid shares of Rs. 10/- each for consideration other than cash on 24^th November 2023.

B. ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION AND AMENDMENT TO THE INCIDENTAL OR ANCILLARY OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION.

The Main objects of the Company were altered to include services and business related to Hotel Industry and accordingly Memorandum of Association was amended by obtaining shareholder''s approval in the EGM dated December 13, 2023.

Majority of the ancillary and incidental objects were not in sync with the Company''s current and future planned operations therefore the Company has decided to adopt a complete new set of the Memorandum of Association. Under the new Memorandum of Association, the Company has ensured path for organic and in-organic growth, freedom and restriction for financial management, risk management, purchase/sale of assets, additional main objects which are required for a hospitality industry, etc.

C. AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY .

The erstwhile promoter got changed and now new promoter has set up a new Board and management team, there is a need to amend the Article of Association. In view of the same the few clauses of the AOA are being now reviewed and modified and to make in tune with the latest Companies Act 2013 and object of the new MoA and operations of the Company.

The Articles of the Company were altered to include services and business related to Hotel Industry and accordingly Articles of Association was amended by obtaining shareholder''s approval in the EGM dated December 13, 2023.

D. SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM THE STATE OF MAHARASHTRA (MUMBAI) TO THE STATE OF KERALA (ERNAKULAM):

Presently, the Company''s Registered Office is located at 19, 3rd Floor, Prabhadevi Industrial Estate, 408, Veer Savarkar Marg, Prabhadevi Mumbai - 400025, Maharashtra. Whereas almost all the Hotel operations and management activities of the Company are being carried out from office of the subsidiary Company situated in Ernakulam, Kerala, keeping in view the administrative convenience, cost effective, growth potential and the opportunities existing, it is proposed to shift the registered office of the Company to Ernakulam in the state of Kerala. The Company has filed an application before the Regional Director, Western Region for shifting the registered office from Maharashtra to Kerala and the same is pending approval.

FINANCIAL HIGHLIGHTS:

The standalone and consolidated audited financial statements of the Company as on March 31, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act"). Key financial highlights are given below:

Particulars
	Standalone		Consolidated
	As on	As on	As on	As on
	March	March	March	March
	31, 2024	31, 2023	31, 2024	31, 2023
Revenue from Operations	-	-	18,00,395	00.00
Other Income	1,39,428	77,758	38,29,508	00.00
Total Revenue	1,39,428	77,758	56,29,903	00.00
Total Expenses	4,05,04,865	1,87,69,302	6,15,60,731	00.00
Profit / (Loss) before tax	(4,03,65,436)	(1,86,91,544)	(5,59,30,827)	00.00
Tax Expense:	-	-	-	-
Current tax expense for current Year	-	-	-	-

Deferred tax	-	-	-	-
Tax expense for Earlier Years	1,87,264	-	1,87,264	-
Profit / (Loss) after tax	(4,05,52,700)	(1,86,91,544)	(5,61,18,091)	-
Earning per Equity Share	-	-	-	-
Basic	-2.34	-4.28	-3.23	-
Diluted	-2.34	-4.28	-3.23	-

Note: The consolidated figures for the previous year i.e., 2022-23 are not available, due to subsidiary company has been formed in the month of April 2023.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Your Company earned a Total Income of Rs. 1,39,428/- as compared to Rs. 77,758/- in the previous Year. The total expenditure incurred during the Year under review was Rs. 4,05,04,865/- as compared to Rs. 1,87,69,302/- in the previous Year. The Net Loss for the year is Rs. 4,05,52,700/- as against the Net Loss of Rs. (1,86,91,544)/- in the previous Year.

DIVIDEND:

During the year under review, the Board does not propose any dividend for the year ended March 31, 2024.

TRANSFER TO RESERVES:

During the financial year, the Board does not propose to transfer any amount to general reserves.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

As on March 31, 2024, the Company has only one subsidiary company namely Eco Hotels India Private Limited, but does not have any joint ventures or associate companies.

CAPITAL STRUCTURE OF THE COMPANY:

> Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2024 was Rs. 70,00,00,000/- (Rupees Seventy Crores Only) divided into divided into 6,70,00,000 (Six Crores Seventy Lakhs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each.

> Issued, Subscribed & Paid-Up Share Capital:

During the financial year, Company has allotted 1,20,53,606 Equity Shares pursuant to share swap schemes to the Shareholders of Eco Hotels India Private Limited on November 24, 2023.

The Company has allotted 13,15,393 sweat equity shares to Mr. Vinod Tripathi, Chairman and Executive Director of the Company and 1,52,646 sweat equity shares to Mr. Vikram Doshi, CFO of the Company on February 29, 2024.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Composition:

The Board of Directors consists of Five (5) Directors comprising of one (1) Executive Director, One (1) Non- Executive and Three (3) Independent Directors as on March 31, 2024. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

ii. Appointments:

a) The Board at its meeting held on November 06, 2023, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Jaya Krishnan (DIN: 02611576) as Non-Executive Director of the Company, w.e.f. November 06, 2023 which was approved by shareholders in the EGM dated December 13, 2023.

b) The Board at its meeting held on November 18, 2023, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Rajiv Basrur (DIN: 02298606) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f. November 18, 2023 to November 17, 2028, which was approved by shareholders in the EGM held on December 13, 2023.

c) The Board at its meeting held on February 10, 2024, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Akash Bhatia (PAN: AWYPB6064H) as a CEO of the Company w.e.f. 20^th February 2024.

iii. Resignations:

a) Mr. Abhijeet Umathe (DIN: 07752416) has resigned from the post of Director and CEO w.e.f. May 14, 2023.

b) Mr. Jaya Krishnan (DIN: 02611576) has resigned from the post of Non-Executive Director of the Company w.e.f. 26^th February 2024.

KEY MANAGERIAL PERSONNEL:

The following persons were the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

Sr. No.	Name of the person	Designation
1.	Mr. Vinod Kumar Tripathi	Chairman and Executive Director
2.	Mr. Akash Bhatia	Chief Executive Officer (w.e.f. 20.02.2024.)
3.	Mr. Vikram Doshi	Chief Financial Officer
4.	Mr. Sameer Desai	Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of The SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations"). In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 6 (Six) times during the Year on May 29, 2023, August 14, 2023, August 29, 2023, November 06, 2023, November 18, 2023, and February 20, 2024 and the gap between two meetings was in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The necessary quorum was present for all the meetings.

COMMITTEES OF THE BOARD:

The Board has following Committees:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is mentioned in the Corporate Governance Report.

INDEPENDENT DIRECTORS MEETING:

meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

a) review the performance of non-independent Directors and the Board of Directors as a whole;

b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met 1 (one) time during the year on November 23, 2023 and the meeting was attended by all the Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on May 29, 2024.

Similarly, the performance of various committees, individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not given any loans, or made investments or provided guarantees or securities, hence the provisions of Section 186 of the Companies Act, 2013 were not attracted during the financial year.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the company has placed a copy of the Annual Return as at March 31, 2024 on the website of the company at www.ehrlindia.in

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors responsibility statement it is hereby confirmed that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that 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 profit and loss of the Company for that period;

iii. 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;

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

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder, in respect of Corporate Social Responsibility were not applicable to your Company for the Financial Year 2023-2024.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, your Company has not entered into material related party transactions i.e. transactions exceeding 10% of annual consolidated turnover / 10% of turnover of the Company as per the last audited financial statements of the Company as per SEBI LODR Regulations / Companies Act, 2013. Particulars of contracts of arrangements with Related Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) of the (Companies Accounts) Rules, 2014 read with Section 134(3)(h) are not applicable to the Company, therefore Form AOC - 2 is not applicable to the Company.

AUDITORS:

a. Statutory Auditor

M/s. Girish Sethia., Chartered Accountant, Mumbai (ICAI Registration No. 044607) were appointed as the Statutory Auditors of the Company at the 36^th Annual General Meeting (AGM) held in 2023 until the conclusion of 38th Annual General Meeting to be held in 2026 for the period of two years.

The Report given by M/s. Girish Sethia., Chartered Accountant, on the financial statements of the Company for the financial year 2023-2024 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Internal Audit was carried out by Ms. Jyoti Panjwani for the financial year 2023-24.

c. Secretarial Auditor

The Secretarial Audit was carried out by M/ s. GMJ & Associates, Company Secretaries for the Financial Year 2023-2024. The Report given by the Secretarial Auditors is annexed as Annexure ''B'' to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. Lahoty & Co., Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules

framed there under.

d. Cost Audit and Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, Cost Audit and maintenance of Cost records and audit is not applicable to the Company for the financial year 2023- 2024.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.

The said information is available for inspection by the members at the registered office of the Company during working hours on working days up to the date of the Annual General Meeting and if any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and Compliance Officer at sameer@ecohotels.in

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a declaration has been Attached at the end of this report as Annexure 3 for the Financial Year 2023-2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee & to the Chairperson of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal

control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in the strategy, business and operational plans.

Your Company has in place a Risk Management Policy

a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

b) to establish a framework for the Company''s risk management process and to ensure its

c) implementation.

d) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

e) to assure business growth with financial stability.

There are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013".

An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. During the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:

A. CONSERVATION OF ENERGY - NOT APPLICABLE

i. the steps taken or impact on conservation of energy: Not Applicable.

ii. the steps taken by the company for utilising alternate sources of energy: NIL

iii. the capital investment on energy conservation equipment''s : NIL

B. TECHNOLOGY ABSORPTION - NOT APPLICABLE

Technology absorption, adaptation and innovation: 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:

During the year under review, there were no Foreign Exchange earnings / outgoings.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

Our Company avoids any activities that harm the environment and looks for ways to reduce carbon effect and any negative impact on its operations may have on the ecosystem. The Company controls energy and water consumption and takes steps to reduce its carbon emissions and offset the same with various means.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant/ material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes or commitments affecting the financial position of the company that occurred between the end of the financial year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act. The independent Directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the Year under review, as stipulated under SEBI Listing Regulations, is annexed to this report.

LISTING:

The Company''s shares are listed on BSE Limited, Mumbai. The Company has paid Listing fees for the Financial Year 2024-2025.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such transaction is done by the Company during the year under review.

ACKNOWLEDGMENT:

Your Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board of Directors ECO HOTELS & RESORTS LIMITED

(Formerly Known as SHARAD FIBERS & YARN PROCESSORS LTD Sd/-

VINOD TRIPATHI DIN: 00798632

CHAIRMAN & EXECUTIVE DIRECTOR

Date: July 31 2024.

Registered Office:

19, 3^rd Floor,

Prabhadevi Industrial Estate,

408 Veer Savarkar Marg,

Prabhadevi, Mumbai - 400 025.

Mar 31, 2023

Your Directors have great pleasure in presenting the Thirty Sixth (36^th) Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2023.

CORPORATE RESTRUCTURING:

A. Change in Promoter and appointment of new Board

Eco Hotels UK Plc has come out with an open offer during FY 2022-23 in which many shareholders including erstwhile promoter shareholders have sold their shares to Eco Hotels UK Plc. Pursuant to closure of open offer Eco Hotels UK Plc holds 66.43%.

Pursuant to change in promoter, new Board was constituted in the month of November 2022 where highly qualified and professional were onboard in our board.

B. Acquisition of target company in Hospitality Sector through share swap

The Company has planned to acquire an existing company named Eco Hotels India Private Limited. This company has been into the hotel industry for more than 10 years. In order to acquire Eco Hotels India Private Limited, scheme of allotment of shares on preferential basis (share swap basis) was prepared.

Board has approved proposed scheme of preferential allotment of shares (share swap) on 20^th January 2023 wherein on the basis of valuation by an approved registered valuer, shares of Eco Hotels and Resorts Limited was agreed to be allotted to the shareholders of Eco Hotels India Private Limited in ratio of 1:1 which means one share in Eco Hotels India Private Limited has got one share in Eco Hotels and Resorts Limited. Out of total outstanding fully paid shares amounted to INR 15,26,26,080, 45 shareholders holding fully paid shares amounted to INR 13,47,01,080 were opted for share swaps and accordingly the proposed scheme was approved by Shareholders in the Extra Ordinary General Meeting held on 20^th February, 2023 and accepted the consents received from these 45 shareholders.

Required approvals from BSE were obtained and accordingly 1,34,70,108 shares of Eco Hotels and Resorts Limited were allotted to 45 shareholders. Eco Hotels India Private Limited has transferred shares from those shareholders to Eco Hotels and Resorts Limited on 22^nd April 2023. Therefore, Eco Hotels India Private Limited became a subsidiary company of Eco Hotels and Resorts Limited w.e.f. 22^nd April 2023.

C. Change in main object and change in name of the company to reflect current operations

Main object of the Company was changed to services and business related to Hotel Industry and accordingly Memorandum of Association was amended by obtaining shareholder''s approval in the EGM dated 20^th February 2023. Simultaneously new name of the Company was proposed and approved by Board and also by members from Sharad Fibres & Yarn Processors Limited to "Eco Hotels and Resorts Limited".

After completion of all the corporate restructuring, now the company is poised towards writing an upward journey and to establish itself as a leading brand in the Hotel industry with its following ethos:

â¢ World''s first net zero brand

â¢ Economical and Ecological

â¢ Vegetarian and Vegan

â¢ 3 P''s - People, Planet and Profit

FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on March 31, 2023 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act"). Key financial highlights are given below:

Particulars	As on March 31, 2023	As on March 31, 2022
Revenue from Operations	-	16,58,680
Other Income	77,758	3,07,578
Total Revenue	77,758	19,66,258
Total Expenses	1,87,69,301	59,68,443
Profit / (Loss) before tax	(1,86,91,544)	(40,02,185)
Tax Expense:
Current tax expense for current Year	-	-
Deferred tax	-	-
Tax expense for Earlier Years		(1,72,311)
Profit / (Loss) after tax	(1,86,91,544)	(41,74,496)
Earning per Equity Share
Basic	-4.28	-0.96
Diluted	-4.28	-0.96

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Your Company earned a Total Income of Rs. 77,758/- as compared to Rs. 19,66,258/- in the previous Year. The total expenditure incurred during the Year under review was Rs. 1,87,69,301 /- as compared to Rs. 59,68,440/- in the previous Year. The Net Loss for the year is Rs. 1,86,91,544 /- as against the Profit earned of Rs. (41,74,496)/-in the previous Year.

DIVIDEND:

During the year under review, the Board does not propose any dividend for the year ended March 31, 2023.

TRANSFER TO RESERVES:

During the financial year, the Board does not propose to transfer any amount to general reserves.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

As on March 31, 2023, the Company does not have any subsidiaries, joint ventures & associate companies.

CAPITAL STRUCTURE OF THE COMPANY:

> Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2023 was Rs. 30,00,00,000/ - (Rupees Thirty Crores Only) divided into divided into 2,70,00,000 (Two Crores Seventy Lakhs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each .

On account of preferential allotment of shares and other corporate action, the Authorized Share Capital of the Company as on March 31, 2023 is increased to Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lakh) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each.

> Issued, Subscribed & Paid-up share Capital:

During February 2023 and March 2023, preferential allotment of shares (under share swap basis) were allotted however, forms could not be filed on ROC portal due to in-operability of the portal. Considering these pending form filing the Paid Up Equity Share Capital of the Company as on March 31, 2023 stands at Rs. 17,83,65,080/-(Rupees Seventy Crores Eighty Three Lakhs Sixty Five Thousand and Eighty) divided into 1,78,36,508 (One Crores Seventy Eight Lakhs Thirty Six Thousand Five Hundred and Eight) Equity Shares having face value of Rs. 10/- each fully paid up.

During the financial year, Company has allotted 1,34,70,108 Equity Shares pursuant to share swap schemes to the Shareholders of Eco Hotels India Private Limited on March 18, 2023.

The Company in its Extra Ordinary General Meeting held on February 20, 2023 has approved the issue of sweat equity shares to Mr. Vinod Tripathi, Chairman and Executive Director of the Company, Mr. Abhijeet Umathe, Executive Director and CEO of the Company and Mr. Vikram Doshi, CFO of the Company. These sweat equity shares are not yet allotted.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) COMPOSITION:

The Board of Directors consists of Five (5) Directors comprising of Two (2) Executive Director, One (1) NonExecutive and Two (2) Independent Directors as on March 31, 2023. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors.

In the opinion of the Board, both the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

ii) APPOINTMENTS

(a) The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Vinod Kumar Tripathi (DIN: 00798632) as Executive Director and Chairman of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 which was approved by shareholders in the EGM dated February 20, 2023.

(b) The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Abhijeet Umathe (DIN: 07752416) as an Executive Director and CEO of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 which was approved by shareholders in the EGM dated February 20, 2023.

(c) The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Suchit Punnose (Din: 02184524) as an Additional Non-Executive Director of the Company, which was approved by shareholders in the EGM held on February 20, 2023.

(d) The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Parag Mehta (DIN: 00714674) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 to November 09, 2027, which was approved by shareholders in the EGM held on February 20, 2023.

(e) The Board at its meeting held on November 09, 2022, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mrs. Indira Bhargava (DIN: 02368301) as an Independent Woman Director of the Company, for a period of 5 (Five) Years w.e.f. November 10, 2022 to November 09, 2027, which was approved by shareholders in the EGM held on February 20, 2023.

(f) The Board at its meeting held on December 23, 2022, based on the recommendation of

Nomination and Remuneration Committee approved the Appointment of Mr. Bharat Bhushan Mithal (DIN: 01451033) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f. December 23, 2022 to December 22, 2027, subject to shareholder''s approval. Further, he has resigned from the company w.e.f. January 12, 2023 due to conflict of interest.

iii) RESIGNATIONS

1. Ms. Jyoti Nankani (DIN: 07145004) Chairman and Managing Director of the Company has been resigned from the Company w.e.f. 10^th November 2022.

2. Mr. Unni Krishnan Nair (DIN: 01159376) has resigned from the post of Independent Director of the Company w.e.f. 23^rd December 2022.

3. Mr. Surendra Bahadur Singh (DIN:06521001) has resigned from the post of Independent Director of the Company w.e.f. 10^th November 2022

4. Mr. Bharat Bhushan Mithal (DIN: 01451033) has resigned from the post of Independent Director of the Company w.e.f. 12^th January 2023.

5. After the financial year, Mr. Abhijeet Umathe has resigned from the post of Director and CEO w.e.f. May 14, 2023.

KEY MANAGERIAL PERSONNEL:

The following persons were the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

Sr. No.	Name of the person	Designation
1.	Mr. Vinod Kumar Tripathi	Chairman and Wholetime Director
2.	Mr. Abhijeet Umathe*	Chief Executive Officer
3.	Mr. Vikram Doshi	Chief Financial Officer
4.	Ms. Namita Rathore**	Company Secretary & Compliance Officer (upto 30.05.2023)
5.	Mr. Sameer Desai***	Company Secretary & Compliance Officer (w.e.f. 01 06 2023)

* Mr. Abhijeet Umathe resigned from KMP and Board on 14^th May 2023.

** Ms. Namita Rathore resigned from CS & CO post w.e.f. 30^th May 2023

*** Mr. Sameer Desai was appointed as CS & CO w.e.f. 1^st June, 2023.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 9 (Nine) times during the Year on April 22, 2022, August 12, 2022, August 30, 2022, November 09, 2022, November 18, 2022, December 01, 2022, December 23, 2022, January 20, 2023 and February 20, 2023 and the gap between two meetings was in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The necessary quorum was present for all the meetings.

The Attendance of the Directors of the Company at the Board meetings is as under:

Name of the Director	Category	No. of Meetings Entitle to Attend	No. of Meetings attended	Attendance at the AGM held on September 30, 2022
Ms. Jyoti Nankani (DIN: 07145004)	Chairperson and Managing Director (Cessation w.e.f. 10/11/2022)	4	4	Yes
Mr. Unni Krishnan Nair (DIN: 00798632)	Independent Director (Cessation w.e.f. 23/12/2022)	6	4	Yes
Mr. Surendra Bahadur Singh (DIN: 06521001)	Independent Director (Cessation w.e.f. 10/11/2022)	4	4	Yes
Mr. Vinod Kumar Tripathi (DIN: 00798632)	Chairman and Executive Director (Appointment w.e.f. 10/11/2022)	5	5	N.A.
Mr. Suchit Punnose (DIN: 02184524)	Non-Executive Director (Appointment w.e.f. 10/11/2022)	5	4	N.A.
Mr. Abhijeet Umathe (DIN: 07752416)	Executive Director and CEO (Appointment w.e.f 10/11/2022)	5	5	N.A.
Ms. Indira Bhargava (DIN: 02368301)	Independent Director (Appointment w.e.f. 10/11/2022)	5	5	N.A.
Mr. Parag V. Mehta (DIN: 00714674)	Independent Director (Appointment w.e.f. 10/11/2022)	5	4	N.A.
Mr. Bharat B. Mithal DIN: 01451033)	Independent Director (Appointment w.e.f. 23/12/2022	1	1	N.A.

COMMITTEES OF THE BOARD:

The Board has following Committees:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

> AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations. and comprises of three qualified members (i.e., 2 NonExecutive Independent Directors and 1 Non-Executive Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Four (5) times during the year on April 22, 2022, August 12, 2022, November 09, 2022, November 18, 2022 and February 20, 2023 and the gap between two meetings was in compliance with the Companies Act, 2013 and SEBI Listing Regulations. .

The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

Name of the Director	Category	No. of Meetings Entitle to Attend	No. of Meetings attended
Ms. Jyoti Nankani (DIN: 07145004)	Member - Managing Director Cessation w.e.f. 10/11/2022.	3	3
Mr. Unni Krishnan Nair (DIN: 01159376)	Chairperson - Independent Director Cessation w.e.f. 23/12/2022.	3	3
Mr. Surendra Bahadur Singh (DIN: 06521001)	Member - Independent Director Cessation w.e.f. 10/11/2022.	3	3
Ms. Indira Bhargava (DIN: 02368301)	Chairperson - Independent Director (Appointment w.e.f. 10/11/2022)	2	2
Mr. Parag Vinod Mehta (DIN: 00714674)	Member - Independent Director (Appointment w.e.f. 10/11/2022)	2	1
Mr. Suchit Punnose (DIN: 02184524)	Member - Non-Executive Director (Appointment w.e.f. 10/11/2022)	2	2

> NOMINATION AND REMUNERATION COMMITTEE:

Name of the Members	Category	No. of Meetings Entitled to Attend	No. of Meetings Attended
Mr. Unnikrishnan Nair (DIN: 01159376)	Chairperson Independent Director Cessation w.e.f. 10/11/2022.	2	2
Mr. Surendra Bahadur Singh (DIN: 06521001)	Independent Director Cessation w.e.f. 10/11/2022.	2	2
Ms. Jyoti Nankani (DIN: 07145004)	Managing Director Cessation w.e.f. 10/11/2022.	2	2
Ms. Indira Bhargava (DIN: 02368301)	Member - Independent Director Appointment w.e.f. 10/11/2022)	3	3
Mr. Parag Vinod Mehta (DIN: 00714674)	Chairperson - Independent Director Appointment w.e.f. 10/11/2022)	3	2

Mr. Suchit Punnose	Member - Non-Executive	3	2
(DIN: 02184524)	Director
	Appointment w.e.f.
	10/11/2022)

and Remuneration Committee of the Company is constituted in accordance Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. The Committee comprises Three (3) qualified members (i.e., Two (2) Independent Directors and One (1) Non-Executive Director)

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI Listing Regulations.

The Committee met Five (5) times during the year on August 30, 2022, November 09, 2022, November 18, 2022, December 23, 2022 and January 20, 2023. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

> STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of SEBI Listing Regulations and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: investor.relations@ecohotels.in exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company''s website i.e. www.sharadfibres.co.in

The following table shows the nature of complaints received from the shareholders during the years 2022-2023.

	Nature of Complaints	Received	Pending	Dispos ed
1	Non receipt of Annual Report	-	-	-
2	Non-Receipt of Share Certificates after transfer	-	-	-
3	Non-Receipt of Demat Rejected S/C''s	-	-	-
4	Others	01	0	01
	Total	01	0	01

There were no complaints pending as on March 31, 2023.

The Committee met One (1) time during the year on November 18, 2022. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2022-2023) November 18, 2022	No. of Meetings entitled to Attend	No. of Meeting s Attende d
Mr. Parag Mehta	Chairperso n Independe nt Director	Yes	1	0
Ms. Indira Bhargava	Independe nt Director - Member	Yes	1	1
Mr. Vinod Kumar Tripathi	Executive Director -Member	Yes	1	1

> INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the Board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met 1 (one) time during the year on March 30, 2023 and the meeting was attended by both the Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

PERFORMANCE EVALUATION:

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.sharadfibres.co.in.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors responsibility statement it is hereby confirmed that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

PUBLIC DEPOSITS:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into material related party transactions i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements. Particulars of contracts of arrangements with Related Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) of the (Companies Accounts) Rules, 2014 read with Section 134(3)(h) are not applicable to the Company, therefore Form AOC - 2 is not applicable to the Company.

AUDITORS:

> STATUTORY AUDITOR

M/ s. J.H. Bhandari & Co., Chartered Accountants, Mumbai (Firm Registration No. 138960W) were appointed as the Statutory Auditors of the Company at the 31^st Annual General Meeting (AGM) held in 2018 until the conclusion of the 36^th Annual General Meeting (AGM) to be held in 2023. Accordingly M/s. J.H. Bhandari & Co., will be completing their term of five (5) years at the conclusion of the forthcoming Annual General Meeting.

The Report given by M/s. J.H. Bhandari & Co., Chartered Accountants, on the financial statements of the Company for the financial year 2022-2023 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The company is proposing to appoint M/s. Girish Sethia (ICAI Registration No. 044607), Chartered Accountants, as Statutory Auditors for a period of five (2) years commencing from the conclusion of the 36^thAnnual General Meeting till the conclusion of the 38^th Annual General Meeting.

M/ s. Girish Sethia, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors recommend the appointment of M/ s. Girish Sethia, Chartered Accountants as Statutory Auditors of the company from the conclusion of the 36^th Annual General Meeting till the conclusion of the 38^th Annual General Meeting.

> INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed Ms. Jyoti Panjwani , as the internal auditor of the Company for the Financial Year 2023-2024.

> SECRETARIAL AUDITOR

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed as Annexure ''B'' to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/ s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

> COST AUDIT AND COST RECORDS:

CODE OF CONDUCT:

All the Board Members and Senior Management Personnel have confirmed compliance with the Code

The said information is available for inspection by the members at the registered office of the Company during working hours on working days up to the date of the Annual General Meeting and if any member is interested in obtaining as copy thereof, such member may write to the Company Secretary and Compliance Officer at sameer@ecohotels.in

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not applicable to the Company during the Financial Year 2022-2023.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

RISK MANAGEMENT:

Your Company has in place a Risk Management Policy

(a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

(b) to establish a framework for the Company''s risk management process and to ensure its implementation.

(d) to assure business growth with Financial stability.

There are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY - NOT APPLICABLE

(i) the steps taken or impact on conservation of energy:

(ii) the steps taken by the company for utilising alternate sources of energy; NIL

(iii) the capital investment on energy conservation equipment''s; NIL

B. TECHNOLOGY ABSORPTION - NOT APPLICABLE

Technology absorption, adaptation and innovation: 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;

(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:

During the year under review, there were no Foreign Exchange earnings / outgoings.

ENVIRONMENT AND SAFETY:

DEPOSITORY SERVICES:

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant/material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

CORPORATE GOVERNANCE REPORT:

The provisions of Regulation 15(2) of the SEBI Listing Regulations were not applicable to the Company during the financial year 2022-23. The Company has increased its Paid Up Equity Share Capital to Rs. 17,83,65,080/-w.e.f. March 18, 2023, therefore, Regulation 15 of the SEBI Listing Regulations has become applicable to the Company. In accordance with the Regulation 15(2)(a) the Company has been granted a time of six months to ensure compliance from such date. The Voluntary Corporate Governance Report is annexed to this Report.

BUSINESS RESPONSIBILITY REPORTING:

DECLARATION BY INDEPENDENT DIRECTORS

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the Year under review, as stipulated under SEBI Listing Regulations, is annexed to this report.

LISTING:

The Company''s shares are listed on BSE Limited, Mumbai. The Company has paid Listing fees for the Financial Year 2023-2024.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

ALTERATION IN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:

During the year, the Company in its Extra Ordinary General Meeting held on January 20, 2023 has amended the object clause, name clause, and capital clause of the Memorandum of Association and the name of the company by deleting the existing name of the Company wherever appeared and substituting it with Eco Hotels and Resorts Limited in the Articles of Association of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such transaction is done by the Company during the year under review.

ACKNOWLEDGMENT:

For and on behalf of the Board of Directors

ECO HOTELS & RESORTS LIMITED

(Formerly Known as SHARAD FIBERS & YARN PROCESSORS LTD

Sd/-

VINOD TRIPATHI

DIN: [00798632]

CHAIRMAN & EXECUTIVE DIRECTOR

Date: August 29 2023.

Registered Office:

19, 3^rd Floor,

Prabhadevi Industrial Estate,

408 Veer Savarkar Marg,

Prabhadevi,Mumbai - 400 025.

Mar 31, 2014

The Shareholders,

The Directors have great pleasure in presenting the Annual Report together with the Audited accounts for the year ended March 31, 2014.

Year ended Year ended FINANCIAL RESULTS: 31.03.2014 31.03.2013 Rs. In Lacs Rs. In Lacs

Gross Revenue 610.59 1035.98

Profit (Loss) before tax 21.83 35.67

Tax Expense:

Current tax expense for current year 0.00 0.00

Deferred tax 0.00 0.00

Tax expense for Earlier years 0.00 0.00

Profit (Loss) for the period 21.83 35.67

OPERATIONS:

During the year, your Company has achieved a Total Income of Rs.610..59 lacs as against Rs. 1035.98 lacs during the previous year. The profitability was at Rs.21.83 lacs as against Profit of Rs. 35.67 lacs during the previous year.

DIVIDEND:

Due to accumulated losses, your board has decided not to recommend any dividend during the year under review.

STATUS OF PENDING LEGAL CASES:

The following legal cases are pending against the Company and the same are being defended by the company:

i) In respect of demand raised by the Central Excise Department amounting to Rs. 1,76,04,797/-, the company preferred an appeal which was won by the company. However, the Central Excise Department, Mumbai has preferred an appeal before the Supreme Court and the case is being protested suitably. The Central Excise department has filed further complaint in this regard before the court of Honorable Chief Judicial Magistrate, at Silvassa.

ii) Recron Synthetics Limited has filed case against the Company before the High Court, Mumbai for a claim of Rs.4,49,38,266/- and interest thereon Rs.2,99,41,821/- and other claims of Rs.32,,87,546/-. However the same is being suitably defended by the company.

iii) An Appeal Filed by the Company before the commissioner of Central Excise (Appeal) the order on the same has been passed in favour of the Company against demand of Rs. 3,61,537/- (already Paid) plus Rs. 16,32,382/-(already paid ) and imposed penalty of Rs. 3,61,537/- and Rs. 1,00,000/- and Interest thereon. However the Excise Department has filed appeal before the CEGAT (case No. 103/adj/2001 ADC dated 31.10.2001). The Case is being defended by the company.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 from the public and the rules made there under.

BOARD OF DIRECTORS:

As per Section 149(10) of the Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and can be reappointed for a maximum of two terms. They shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of the Independent Directors form part of the Notice of the AGM.

Mr. Unni Krishnan Nair and Mr. Surendra Bahadur Singh are being reappointed as Independent Directors, not liable to retirement by rotations for a terms of 5 consecutive years. The necessary resolutions are placed for the approval of the Members.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profit of the company for that year.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Your Company fully subscribes to the standards set out by the Securities And Exchange Board of India''s Corporate Governance practices and has ensured compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. Separate Report on Corporate Governance together with Auditors'' Certificate on its compliance is included in this Annual Report as per Annexure "A".

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made there under, the Company has obtained a Secretarial Compliance Certificate from GMJ & Associates, Company Secretaries. The same is attached herewith.

CODE OF CONDUCT:

The company is committed to conduct its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

Your Company''s Auditors, M/s. Vinod S. Mehta Et Co., retire at the ensuing AGM and, being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the Audit Committee, has recommended the re-appointment of M/s. Vinod S. Mehta & Co. for a period of 3 (Three) years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the AGM of the Company.

AUDITORS OBSERVATIONS:

The observations made by the auditors are self explanatory and, therefore, do not call for any further comments.

AUDIT COMMITTEE:

In accordance with the provisions of the Companies Act, 1956 and Listing Agreement the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

Foreign Exchange earnings and outgo Rs. NIL.

PARTICULARS OF EMPLOYEES:

The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended and forming part of the Directors'' Report is not applicable to the Company as the Company do not have any employee whose salary exceeds the limits as specified in the said section.

DEPOSITORY SERVICES;

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

ENVIRONMENT PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at its plants.

LISTING:

Shares of the company are listed at the Stock Exchanges at Mumbai, Kolkata, Ahemedabad, and Delhi. The company has not paid the listing fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges.

SAFETY. ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

By Order of the Board For Sharad Fibres and Yarn Processions. Limited

Director Director

Regd. Office: 220, Unique Industrial Estate, Off. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025.

Date: May 30, 2014. Place: Mumbai

Mar 31, 2011

The Directors have great pleasure in presenting their 24th Annual Report together with the Audited accounts for the year ended March 31, 2011.

Particulars Year ended Year ended

31.03.2011 31.03.2010

Rs. In Lacs Rs. In Lacs

Other Income 1079.7 53.38

Profit / Loss before depreciation 532.18 229.72

Depreciation 68.34 111.66

Net Profit before tax 463.84 118.06

Net Profit after tax 463.84 [-] 118.06

Balance Brought Forward [-] 5954.00 [-] 5835.94

"Balance Carried Forward [-] 5490.16 [-] 5954.00

OPERATIONS:

Your Company has performed well during the year as compared to previous year by achieving a Total Income of Rs.1079.75 lacs as against Rs. 3.38 lacs during the previous year. The profitability was also impressive at Rs. 463.84 lacs as against net Loss of Rs.118.06 during the previous year.

DIVIDEND:

Due to accumulated losses, your board has decided not to recommend any dividend during the year under review.

STATUS OF PENDIN6 LE6AL CASES:

The following legal cases are pending against the Company and the same are being defended by the company:

1. An Appeal filed by the Central Excise Department before the CESAT against demand of Rs.1,76,04,797/- and same was decided in favor of the Company by the Honourable CESAT. However the Department has filed case in the Supreme Court. The same is being defended suitably by the Company. The Central Excise Department has filed further complaint in this regard before the Honourable Chief Judicial Magistrate at Silvassa, are being protested by the Company.

2. An appeal which was pending before the Commissioner Central Excise (Appeal ) against demand of duty of Rs.3,61,537/- (already paid ) plus Rs.16,32,382/- (already paid) and impose penalty Rs.3,61,537/- and Rs.1,00,000/- and interest thereon, was heard and order has been passed in favour of the Company . However the department has filed an appeal before, the CEGAT and the same is being defended by the company.

3. The Company has preferred an appeal before the Commissioner of Central Excise (Appeal), Vapi against the confirmation of demand by the Jt. Commissioner Central Excise A Customs for demand of Rs. 4,26,923/- A Rs. 2,38,991/- and also imposed Penalty of Rs.6,65, 484/- with interest thereon.

4. The Company has preferred an appeal before the Commissioner of Central Excise (Appeal), Vapi against the confirmation of demand by the Jt. Commissioner Central Excise A Customs for demand of Rs. 6,20,181/- (Rs. 22,944/- Rs.1,89,024/- Rs. 50,932/- Rs.3,57,281/- ) A and also imposed Penalty of Rs. 7,20,181/- (Rs. 2,62,900/- Rs.50,000/- Rs. 3,57,281/- Rs.50,000/- ) with interest thereon.

5. In respect of demand raised by the Income Tax Officer for A.Y 1997-98 Rs.72,23,446/- . The Company has received order dated 30.01.2006 wherein the demand is reduced to Rs. 226,940/- and the department has filed case before High Court against the order of ITAT.

6. In respect of demand raised by Income Tax Officer for A.Y 1998-99 Rs.45,30,496/- . The Company has preferred an appeal against the said order.

7. The Recron Synthetics has filed a case before Mumbai High Court against the Company for total claim of Rs.4,49,38,266 Rs.32,87,546/- interest thereon Rs.2,99,41,821/- . The same is being defended by the Company.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 from the public and the rules made there under.

BOARD OF DIRECTORS:

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Mr. Mr. Unnikrishnan Mangary retire by rotation and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE:

Your Company fully subscribes to the standards set out by the Securities And Exchange Board of India's Corporate Governance practices and has ensured compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance together with Auditors' Certificate on its compliance are included in this Annual Report as per Annexure "A".

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011 and of the profit of the company for that year.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

CODE OF CONDUCT:

The company is committed to conduct its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. Vinod S. Mehta A Co., Chartered Accountants, auditors of the company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2012 as set out in the Notice convening the Meeting.

AUDITORS OBSERVATIONS:

The observations made by the auditors are self explanatory and, therefore, do not call for any further comments.

AUDIT COMMITTEE:

In accordance with the provisions of the Companies Act, 1956 and Listing Agreement the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended and forming part of the Directors' Report is not applicable to the Company as the Company do not have any employee whose salary exceeds the limits as specified in the said section.

DEMATARALISATTON OF SHARES:

The Company is in process of signing Demat Agreement with NSDL and CDSL.

ENVIRONMENT PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at its plants.

LISTING:

Shares of the company are listed at the Stock Exchanges at Mumbai, Kolkata, Ahemedabad, and Delhi. The company has not paid the listing fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges. Trading in Shares of the Company is suspended on Bombay Stock Exchange.

SAFETY. ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

By Order of the Board

For Sharad Fibres And Yarn Processors Limited

Director Director

Regd. Office

220, Unique Industrial Estate, Off. Veer Savarkar Marg, Prabhadevi, Mumbai - 400025

Date: September 5, 2011

Mar 31, 2008

The Directors hereby present their 21st Annual Report together with the Audited accounts for the year ended 31st March, 2008.

FINANCIAL RESULTS:

PARTICULARS Year ended Year ended 31.03.2008 31.03.2007 Rs. In Lacs Rs. In Lacs

Total Income 13.73 0.03

Net Loss during the year 109.46 271.66

Add : Loss brought forward 5614.13 5342.47

Loss carried forward 5723.59 5614.13

PERFORMANCE:

The Company continued to suffer losses. However with new cost cutting measures, losses are coming down. In view of acute scarcity of working capital fund the company continued to suffer losses and this year also the manufacturing activities remained closed.

The net loss during the year of Rs.109.46 Lacs includes Rs.116.31 lacs On account of depreciation which absorbed the net income of Rs.13.73 lacs. The net loss during the previous year was Rs.271.66 lacs.

The company did not provide interest during the year.

STATUS OF REFERENCE BEFORE BIFR:

The BIFR in its hearing on 01/08/2005 has declared the Company as Sick Industrial Company under section 3(1)(o) of the Sick Industrial Companies (Special) Provision Act, 1985. The company has submitted comprehensive proposal for rehabilitation. However the Central Bank of India has requested BIFR for abatement of SICA proceedings, which has been protested by the company.

STATUS OF PENDING LEGAL CASES:

The following legal cases are pending against the Company and the same are being defended by the company:

1. An Appeal filed by the Central Excise Department before the CEGAT against demand of Rs.1,76,04,797/- and same was decided in favor of the Company by the Honorable CEGAT. However the Department has filed case in the Supreme Court. The same is being defended suitably by the Company. The Central Excise Department has filed further complaint in this regard before the Honorable Chief Judicial Magistrate at Silvassa, are being protested by the Company.

2. An appeal which was pending before the Commissioner Central Excise (Appeal ) against demand of duty of Rs.3,61,537/- (already paid ) plus Rs.16,32,382/- (already paid) and impose penalty Rs.3,61,537/- and Rs. 1,00,000/- and interest thereon, was heard and order has been passed in favor of the Company . However the department has filed an appeal before the CEGAT and the same is being defended by the company.

3. The Company has preferred an appeal before the Commissioner of Central Excise (Appeal), Vapi against the confirmation of demand by the Jt. Commissioner Central Excise & Customs for demand of Rs.4,26,923/- & Rs.2,38,991/- and also imposed Penalty of Rs.6,65, 484/- with interest thereon.

4. The Company has preferred an appeal before the Commissioner of Central Excise (Appeal), Vapi against the confirmation of demand by the Jt. Commissioner Central Excise & Customs for demand of Rs.6,20,181/- (Rs.22,944/- Rs.1,89,024/- Rs.50,932/- Rs.3,57,281/- ) & and also imposed Penalty of Rs.7,20,181/- (Rs.2,62,900/- Rs.50,000/- Rs.3,57,281/- Rs.50,000/- ) with interest thereon.

5. In respect of demand raised by the Income Tax Officer for A.Y 1997-98 Rs.72,23,446/- . The Company has received order dated 30.01.2006 wherein the demand is reduced to Rs.226,940/- and the department has filed case before High Court against the order of ITAT.

6. In respect of demand raised by Income Tax Officer for A.Y 1998-99 Rs.45,30,496/- . The Company has preferred an appeal against the said order.

7. M/s. Loknath Packaging Pvt. Ltd. has filed claim for amount of Rs.3,35,100/- with interest 29% before Silvassa court, the same is stayed by the court till the outcome of the decision by the honorable BIFR.

8. M/s. Silvassa Cement Products Pvt.Ltd has filed claim for an amount of Rs.98,170/- with interest @24% before Silvassa court. the same is stayed by the court till the outcome of the decision by the honourable BIFR.

9. In respect of claim filed by Mr. Gopal Ram Hanuman prasad for Rs. 4,86,182/- with interest @24% before Silvassa court is stayed by the court till the outcome of the decision by the honorable BIFR.

10. In respect claim filed by Mr. Sureshchandra Ram Sakha against the company in Labour court at Silvassa for a claim of Rs.3,80,706/-. The same is being defended by the company.

11. The GIICL has filed a civil suit against the Company for recovery of Loan of Rs.1,47,39,160/- with interest granted to one of its group concerns viz. Dalmia Dye-Chem Industries Ltd in whose favor the company has given corporate guarantee. However the case is suitably defended by the Company.

12. The Recron Synthetics has filed a case before Mumbai High Court against the Company for total claim of Rs.4,49,38,266 Rs.32,87,546/- interest thereon Rs.2,99,41,821/- . The same is being defended by the Company.

13. M/s. Modipon Ltd has filed a case before the Silvassa Court against the company for recovery of Rs.5,53,825/- with interest @18% p.a. However the same is suitably defended by the Company.

DIVIDEND:

Due to losses, your Board regrets its inability to recommend any dividend for the year ended 31/03/2008.

FIXED DEPOSITS:

The Company has not accepted any Deposits during the year under review.

BOARD OF DIRECTORS :

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Unnikrishnan Nair, Director of the Company retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2008.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The Company has taken proactive steps to ensure that the conditions of Corporate Governance stipulated in Clause 49 of the Agreement for Listing with the Stock Exchange are complied with. A separate report on Corporate Governance together with Auditors' Certificate on its compliance are included in this Annual Report.

AUDITORS:

M/s. Vinod S.Mehta & Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2009 as set out in the Notice convening the Meeting.

AUDITORS OBSERVATIONS:

The observations made by the auditors are self explanatory and, therefore, do not call for any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES :

The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended and forming part of the Directors' Report is not applicable to the Company as the Company do not have any employee whose salary exceeds the limits as specified in the said section.

DEMATARALISATION OF SHARES:

The Company is in process of signing Demat Agreement with NSDL and CDSL.

ENVIRONMENT PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at its plants.

INSURANCE:

All the Properties of the Company are adequately covered by Insurance.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers, distributors and all the collaborators for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

202, Venkatesh Chambers, For Sharad Fibres & Yarn Processors Ltd.

Prescot Road, Fort,

Mumbai Ã 400 001 Sd/- Sd/-

August 28, 2008 Director

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