Shaba Chemicals Ltd.
|BSE: 524546||Sector: Industrials|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan||Shaba Chemicals Ltd|
|NSE 05:30 | 01 Jan||Shaba Chemicals Ltd|
Shaba Chemicals Ltd. (SHABACHEMICALS) - Director Report
Company director report
The Members of
SHABA CHEMICALS LIMITED
Your Directors have pleasure in presenting the 28st Boards Report of your Companytogether with the Audited Statement of Accounts and the Auditors Report of yourcompany for the financial year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP). The consolidatedfinancial highlights of your Company for the Financial Year ended March 31 2015 aresummarized below:
Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits into the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended March 31 2015.
3. STATE OF COMPANYS AFFAIRS
The highlights of the Companys performance are as under:
Revenue from operations remains from Rs NIL from the year 2013-14 to Rs. NIL inthe year 2014-15.
Income from other operating sources is Rs. 255082.
Total Income of the Company was Rs.255082/- against Rs.138500/- in the previousyear.
Depreciation remains from Rs. NIL in the previous year to Rs.NIL in currentyear.Equity share capital remains unchanged at Rs. 29163500.
The Company has earned a Profit after tax of Rs.8712/- compared to Rs.5520/- inthe previous year.
Basic & diluted Earnings per share (EPS) is Rs.0.003 per share compare toRs.0.002 per share in previous year
4. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report as required under the Listing agreementwith the Stock Exchanges is enclosed as Annexure I.
5. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. TheCorporate Governance Report as stipulated under Clause 49 of the listing agreement formspart of this Report. The requisite certificate from the Statutory Auditors of the CompanyS.N.KABRA & Co.Chartered Accountants confirming compliance with the conditions ofcorporate governance as stipulated under the aforesaid Clause 49 is attached to CorporateGovernance Report as Annexure II.
6. ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith for your kind perusal and information as Annexure III.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concernbasis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
8. INTERNAL FINANCIAL CONTROL
Based on the framework of internal financial controls and compliance systemsestablished and maintained bythe Company work performed by the internal statutory andsecretarial auditors and external consultants andthe reviews performed by management andthe relevant board committees including the audit committeethe board is of the opinionthat the Companys internal financial controls were adequate and effective duringthefinancial year 2014-15.
10. KEY MANAGERIAL PERSON
11. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013 havebeen received by the company.
12. MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the Financial Year2014-15:
13. BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings. In addition the Chairman was also evaluated on the key aspects of hisrole.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderS.N.kabra & Company . Chartered Accountants (Firm Registration Number 03439C) wereappointed as statutory auditors of the Company from the conclusion of the current yearAnnual General Meeting (AGM) of the Company held on 30th September 2015 till theconclusion of the Thirty Third AGM to be held in the year 2020 subject to ratification oftheir appointment at every AGM.
15. AUDITORS' REPORT
The Board has appointed S.N.Kabra & Company Chartered Accountantsto conduct theStatutory Audit for the year 2014-15. There are no qualifications or adverse remarks inthe Auditors Report which require any clarification/ explanation. The Notes onfinancial statements are self-explanatory and needs no further explanation. Further theAuditors Report for the financial year ended 31st March 2015 is annexed herewithfor your kind perusal and information.
16. SECRETARIAL AUDITOR'S REPORT
The Board has appointed M/sRao Saklecha & Co Practising Company Secretary toconduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report forthe financial year ended March 31 2015 is annexed herewith marked as Annexure IV tothis Report. Comments on Secretarial Audit Report remarks are as under:-
1) Since there is no employee/ Operation in the company hence whistle blower policy andvigil mechanism policy have not been prepared. Company would take care in future.
2) News paper publication since company is facing acute financial crises companycould not published their Annual meter how ever we are regularly submitting in ourinformation and record with stock exchanges. Investor can see on the portal of BSE furtherwe have noted for the same in future and we would take for the same.
3) Company is under process to appoint its RTA. Company also facing financialcrises.
4) Company become sick long back in 2002 and unit were closed. At present company isnot having any Unit and . hence it is not applicable to the company.
17. NOMINATION AND REMUNERATION COMMITTEE
The Companys Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 has also been disclosed in Corporate Governance Report which form part of BoardDirector as Annexure V.
18. SHAREHOLDERS' GRIEVANCES COMMITTEE
19. AUDIT COMMITTEE
20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The are no any subsidiary company
21. LOANS GUARANTEES AND INVESTMENTS
The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2015:
22. DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stockexchanges corporate governance report with auditors certificate thereon andmanagement discussion and analysis are attached which form part of this report.
As per Clause 55 of the listing agreements entered into with the stockexchanges a business responsibility report is attached and forms part of this annualreport.
Details of the familiarization programme of the independent directors areavailable on the website of the Company (URL: www.shabachemicals.com).
The Company has formulated and published a Whistle Blower Policy to provideVigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges(URL: www.shabachemiclas.com)
23. CODE OF CONDUCT
A declaration signed by the Chairman &Whole Time Director affirming compliance withthe Companys Code of Conduct by the Directors and Senior Management for theFinancial Year 2014-15 as required under Clause 49 of the Equity Listing Agreement withStock Exchanges is included in the Corporate Governance Report which forms part ofCorporate Governance report.
24. RELATED PARTY TRANSACTIONS
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in AnnexureVIin Form AOC-2 and the same forms part of this report.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
26. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
27. RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.
Yours Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
b) For the financial year ended 31st March 2015Your Company has not transferred anyamount to General Reserve out of profits available for appropriation.
c) The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
d) The Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.