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Shangar Decor Ltd.

BSE: 540259 Sector: Others
NSE: N.A. ISIN Code: INE118R01016
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Shangar Decor Ltd. (SHANGARDECOR) - Director Report

Company director report

To the Members of

Shangar Decor Limited Ahmedabad

The Directors have pleasure to present their 21st Annual Reportand the audited Annual Accounts for the year ended 31stMarch. 2016.

Financial Results:

Particulars Current Year 2015- 16 Rs. Previous Year 2014-15 Rs.
Total Income 38806.889 3.4452954
Total Expenses 38121655 3.4294.388
Profit before tax 685233 158.565
Provision for Tax & Deferred Asset/ Liab.
1. Current tax 211737 274.683
2. Deferred tax 24891 (220000)
3. Prior Period Adjustment -
Profit After Tax 448605 111885
EPS:
Basic & Diluted 0.15 0.04

Performance Review:

During the year under review income increased to Rs. 3.88 Croresfrom 3.44 Cr as

compared to the previous year. The Net Profit After tax for theyear increased to

Rs. 4.49 Lacs compared to Rs. 1.12 Lacs during previous year.

Dividend:

No dividend recommended by the Board of directors in view oflimited profit for the

Financial Year ended 31st March 2016.

Directors' Responsibility Statement:

In terms of Section 134(3) of the Companies Act 2013 inrelation to the Financial

Statements for FY 2015-16 the Board of Directors states that:

(1) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.

(2) The Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that arc reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe 3l March 2016 and of the profit and loss account of the company for that period.

(3) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

(4) The Directors have prepared the annual accounts on a goingconcern basis.

(5) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(6) The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

Management Discussion and Analysis Report:

A detailed discussion on the Company's operations is presented inthe chapter on Management Discussion and Analysis which forms part of this Annual Report.

Corporate Governance:

As stipulated by Regulation 34 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 Corporate Governance Report is annexed toDirector Report and forms part of this Annual Report. Certificate of the Auditorsregarding compliance with the conditions of Corporate Governance as stipulated inRegulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 isannexed to the Board's Report.

Deposits:

The Company has not invited or accepted any fixed deposit fromthe public during the year under review.

Subsidiaries. and. Joint Venture:

Company does not have any subsidiary companies. Company has notmade any investment in Joint Venture Companies.

The Company has in place adequate internal financial controlswith reference to Financial Statements. During the year such controls were tested and noreportable material weakness was observed.

Auditors:

Niral Parikh & Associates. Chartered Accountant Ahmedabadthe statutory auditor of the Company were appointed as Statutory Auditors of the Companyfor auditing the financial statement of financial year 2015-16. Their appointment issubject to ratification by the members in every annual general meeting. They havefurnished a

certificate regarding their eligibility for reappointment asStatutory Auditor of the Company pursuant to Section 139(1) of Companies Act 2013 readwith rules framed there under.

The Auditors' report for financial year 2015-16 is selfexplanatory and forms part of this Annual Report and does not contain any qualificationreservation or adverse remark.

Secretarial Audit:

M/s Alpesh Dhandhlya & Associates Company Secretary inpractice were appointed as Secretarial Auditor of the Company and they have issued aReport under provisions of Section 204 of Companies Act 2013 and is placed as annexure tothis report. The Secretarial Audit Report is self explanatory and docs not require anycomments or clarification.

Provisions of Section 148 of Companies Act 2013 are notapplicable to the Company and hence no disclosures are required in that regard.

Directors:

Composition:

The Board comprises of 6 (Six) Directors of which 3 (Three) areIndependent Directors. Directors Retiring By Rotation

Ms. Parul Shah (holding DIN: 03344585) a Director whose termsof office is liable to determination by retirement of Directors by rotation under section152 of Companies Act 2013 and being eligible offers herself for reappointment. Directorsrecommend her re appointment.

Resignation of Directors:

During the year none of the Directors of the company haveresigned from Board.

Declaration on Independent Directors:

Pursuant to provisions of section 149(7) of Companies Act 2013the Company has received declaration from Independent Directors for FY 2016-17 confirmingthat they meet the criteria of Independence as prescribed under the Act and erstwhileListing Agreement and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

Number of Meetings of the Board:

The Board meets at regular interval with gap between two meetingsnot exceeding 120 days. Additional meetings were held as and when necessary. During theyear under review the Board met Eight times and the proceeds of the Board Meeting havebeen

duly recorded in minutes book.

Policy on Directors' Appointment:

Pursuant to provisions of section 178 read with 134(3)(e) ofCompanies Act 2013 The Nomination and Remuneration Committee (NRC) has approved thecriteria and process for identification / appointment of Directors. Directors of theCompany strictly follow the process and criteria as prescribed by the committee.

Manner of Evaluation of Board Its Committees and IndividualDirectors:

The Evaluation of Board its Committees and Individual Directorswas carried out as per process and criteria laid down by the Board of Directors based onthe recommendation of the Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors inthis regards was coordinated by the Chairman of Independent Directors' meeting for Boardand Non- Independent Directors while the process of evaluation of the IndependentDirectors was coordinated by the Chairman of the Company. Based on this. Chairman of theCompany briefed the Board and each of the Individual Directors as applicable.

Remuneration:

Remuneration Policy:

The Company has formulated the policy relating to theremuneration of the Directors Key Managerial Personnel and other employees of the Companywhich is as under:

A) Components of Remuneration:

- Fixed Pay comprising Basic Salary HRA Car Allowance(applicable to General Managers & above employees). Conveyance Allowances /Reimbursement Company's contribution to Provident Fund. Superannuation Fund Gratuityetc.

- Variable Pay which is either in the form of:

Commission to Managing Directors and Commission to Whole-timeDirectors

B) Annual Appraisal process:

Annual Appraisals are ‘conducted following which annualincrements and promotions in deserving cases are decided once in a year based on:

- Employees self-assessment;

- Assessment by Immediate Superior:

- Assessment by Head of Department;

Annual Increment leading to an increase in Fixed Pay consists of:

- Economic Rise based on All India Consumer Price Index publishedby the Government of India or Internal Survey wherein inflation on commonly used items iscalculated.

Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration ofIndependent Directors as follows:

- Sitting Fees of maximum Rs. 2500/- for each meeting of theBoard or any Committee thereof attended by them;

Reimbursement of Expenses incurred by Independent Directors forattending any meeting of the Board.

Particulars of Employees and Related Disclosures:

There are no employees in the company hence no disclosure underprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 are required.

Risk Management Vigil Mechanism Policy:

In today's economic environment. Risk Management is a veryimportant part of business. The main aim of risk management is to identify monitor andtake precautionary measures in respect of the events that may pose risks for the business.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy since March 2015in compliance with erstwhile Listing Agreement and Companies Act 2013. The Policy empowersall the Stakeholders to raise concerns by making Protected Disclosures as defined in thePolicy. The Policy also provides for adequate safeguards against victimization of WhistleBlower who avail of such mechanism and also provides for direct access to the Chairman ofthe Audit Committee in exceptional cases. The functioning of the Whistle Blower mechanismis reviewed by the Audit Committee on a quarterly basis.

Risk Management Policy

The Board of Directors has developed and implemented RiskManagement Policy for the Company. It has identified and assessed various risks factorswith potential impact on the Company in achieving its strategic objectives or may threatenits existence. The Policy lays down procedures for risk identification assessmentmonitoring review and reporting. The Policy also lists the roles and responsibilities ofBoard and Risk Management Committee.

Environment. Health And Safety

The Company accords the highest priority to health environmentand safety. The Company does not carry on manufacturing operations. The Company takes atmost care

for the employees and ensures compliance with the applicablerules and regulation applicable to the Company.

Extracts of Annual Return and other disclosures under Companies(appointment & Remuneration) Roles 2014:

The Extract of Annual Return in form No. MGT-9 as per Section 134(3)(a) of the Companies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014and Rule 12 of Companies (Management & Administration) Rules 2014 duly certified isannexed hereto and forms part of this report. Rule 5 of the Companies (Appointment &Remuneration) Rules. 2014 is also annexed hereto and forms part of this report.

Particulars of Loans guarantees or investments:

The particulars of Loans Guarantees or investments as coveredunder provision of section 186 of the Companies Act 2013 made by the company duringfinancial year 2015-16 are given under the respective head and the same is furnished inthe notes to the financial statement.

Related Party Transactions:

There arc no materially significant transactions with relatedparties i.e. promoters Directors or the Management their subsidiaries or relativesconflicting with the Company's interest. There are no transaction took place with relatedparty which are considered to be not in the normal course of Business.

Conservation of Energy technology absorption foreign exchangeearnings and outgo:

The Particulars regarding foreign exchange earnings andexpenditure is NIL. Since your company docs not own any manufacturing facility the otherparticulars in the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 are not applicable.

Disclosure under the Sexual.Harassment of Women at. Workplace(Prevention Prohibition and Redressal) Act 2013:

The Company has zero tolerance for sexual harassment at workplaceand has adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under. Duringthe financial year 2015-16 the Company has not received any complaint on sexualharassment.

Acknowledgment:

The Board of Directors wishes to place on record its appreciationfor the cooperation extended by Banks Government Authorities Customers. Shareholders

and Employees of the Company and looks forward to a continuedmutual support and co-operation.

Rcgd. Office:
4 Sharad Flats Opp-Dhamidhar Temple By Order of the Board
Ahmedabad-380007 Shangar Decor Limited
Date: 01/09/2016
Place: Ahmedabad Samirbhai Shah Managing Director