Shashank Traders Ltd.
|BSE: 540221||Sector: Financials|
|NSE: N.A.||ISIN Code: INE508R01018|
|BSE 15:14 | 28 Aug||Shashank Traders Ltd|
|NSE 05:30 | 01 Jan||Shashank Traders Ltd|
|BSE: 540221||Sector: Financials|
|NSE: N.A.||ISIN Code: INE508R01018|
|BSE 15:14 | 28 Aug||Shashank Traders Ltd|
|NSE 05:30 | 01 Jan||Shashank Traders Ltd|
Your Directors are delighted to present the 31st Annual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch 2016.
1. Financial Results
The Financial Performance of your Company for the year ended March 31 2016 issummarized below
(Amount in Rs. 000 s)
In view of insufficiency of profits your Directors regret their inability torecommended dividend on equity shares for the year under review.
In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.
4. Brief description of the Company s working during the year
During the year under review total revenue of the Company was Rs. 2192474/- asagainst Rs. 1974895/- in the previous year. The company earned a net profit (before tax) of Rs. 353823/- against a net profit (before tax) of Rs. 93050/- during the previousyear. Your Directors are putting in their best efforts to improve the profitability of theCompany.
Change In Control
On February 03 2016 Mr. Praveen Jaswantrai Jain became the sole promoter of thecompany by acquiring 824600 equity shares of Rs. 10/- each constituting 26.00% of thepaid up share capital of the Company from the existing promoter of the company i.e. M/sK. K. Modi Investment and Financial Services Pvt. Ltd. pursuant to open offer made by himunder Regulation 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeover)Regulations 2011.
5. Change in the nature of business if any
During the year there is no change in the nature of business activity of the company.
6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which affect the financialposition of the company.
7 . Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company s operations in future:
During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company s operations infuture.
8 . Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company s policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint-venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement During the yearno consolidated financial statements have been prepared by the company as the Company hasno subsidiary company.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-
In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 29th Annual General Meeting held on 30th September 2014appointed M/s. N. K. & Co Chartered Accountants New Delhi the Statutory Auditors ofthe Company (Registration No. 009564N) for three consecutive financial years i.e. fromthe conclusion of the 29th AGM till the conclusion of the 32nd AGM of the shareholders ofthe Company. Section 139(1) further provides that the appointment of statutory auditorsshall be placed before the members at every AGM for ratification.
The Company has received a certificate from the auditors confirming that they areeligible for appointment as auditors of the Company under Section 139 of the CompaniesAct 2013 and meet the criteria for appointment specified in Section 141 of the CompaniesAct 2013 and SEBI Listing Regulations 2015.
Based on the recommendations of the Audit Committee and as per the provisions ofSection 139(1) of the Companies Act 2013 the Board of Directors of your Company proposesto ratify the appointment of M/s N. K. & Co. Chartered Accountants as the StatutoryAuditors of the Company for F.Y. 2016-17.
13. Auditors Report:
The Auditor report does not contain any qualification reservation or adverse remark.
14. Share Capital :
15. Extract of the annual return (MGT-9):
The extract of the annual return in Form No. MGT 9 is annexed herewith (Annexure 1.).
16 . Conservation of energy technology absorption and foreign exchange earnings andoutgo :
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
The requirements of disclosures with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company since it doesn t own any manufacturing facility.
However the company has undertaken various energy efficient practices which hasstrengthened the Company s commitment towards becoming an environment friendlyorganization. The Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety. As far as possible company is utilizing alternatesources of energy.
(B) Technology absorption:
The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.
(C) Foreign exchange earnings and Outgo during the year:
17. Corporate Social Responsibility (CSR) :
In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
During the year under review Mr. Praveen Jain & Mr. Nipun Praveen Jain wereappointed as an Additional Directors w.e.f. 03.02.2016. Further in the same board meetingheld on 03.02.2016 Mr. Praveen Jain was also subject to the approval of shareholders ofthe Company appointed as the Managing Director of the Company for a term of three years.
In the Board Meeting held on 20/01/2016 Ms. Niharika Ginotra was appointed as CompanySecretary and Compliance Officer and Key Managerial Personnel of the Company.
Mr. Balbir Singh and Mr. Rakesh Gupta Directors of the Company resigned from the Boardwith effect from 03.02.2016.The Board places on records its deep appreciation for thevaluable contribution made by them during their association with the Company.
B. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.
Your Company has received necessary declaration from each Independent Directors of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.
C. Formal Annual Evaluation
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
19. Number of meetings of the Board of Directors
During the year under review Twelve Board Meetings were held on 15th April 2015 30thMay 2015 24th July 2015 13th August 2015 26thAugust 2015 03rd September2015 30th September 2015 10thNovember 2015 20th January 2016 03rd February 2016 13thFebruary 2016 and 31st March 2016
Two separate meetings of Independent Directors of the Company were held on 06.01.2016& 31.03.2016.
20. Committees of the Board
During the year under in accordance with the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 the Board had reconstituted someof its Committees. The Committees are as follows:
* Audit Committee
* Stakeholders Relationship Committee
* Nomination and Remuneration Committee
Recommendation of Audit Committee
During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
21. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ( SEBI ) under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Structured questionnaires were used in the overall Board evaluationcomprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard 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. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure 2) formulated by the Nomination andRemuneration Committee and approved by the Board to evaluate the performance of the Boardand its Committees.
The Board and the Nomination and Remuneration Committee ( NRC ) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors held on 31.03.2016 performance ofnon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.
Based on the outcome of performance evaluation for the financial year 2015-16 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.
22. Policy on Directors Appointment And Remuneration
Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management.
The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-Section (3) of Section 178 of the Companies Act 2013 adoptedby the Board is attached as Annexure 3 to the Board Report. Further the remuneration paidto the Directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.
23. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board in itsmeeting held on 14.02.2015 and also has in place a mechanism to identify access monitorand mitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.
24. Whistle Blower Policy and Vigil Mechanism
Your Company has established a Whistle Blower Policy and Vigil Mechanism for directorsand employees to report to the appropriate authorities concerns about the unethicalbehavior actual or suspected fraud or violation of the Company s code of conduct policyand provides safeguards against victimization of employees who avail the mechanism andalso provide for direct access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the company. The same can be accessed at thewww.shashankinfo.in.
25. Particulars of loans guarantees or investments under section 186
Particulars and details of lon an given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.
26. Contracts and arrangements with related parties
During the year under review no contracts/arrangements/transactions has been enteredby the company with related parties.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company s website at thewww.shashankinfo.in.
However as a matter of Company s policy all contracts/arrangements/transactions ifany which will be entered by the company with related parties would be in the ordinarycourse of business and on an arm s length basis and details and prescribed particulars ofall such transactions (if any) will be contained in the Notes to the FinancialStatements.
27. Secretarial Audit Report
In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s Kundan Agrawal & Co.. was appointed as the Secretarial Auditor to undertake theSecretarial Audit of the Company for the F.Y. 2015-16. The report of the Secretarial Auditin Form No. MR -3 is annexed to and forms part of this Report as per Annexure - 4
There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.
28. Corporate Governance
Your Company comply with the various provisions of the Listing Agreement diligently.However since the paid up capital of the Company is much beyond less than the limitsprescribed under Clause 49 of the erstwhile Listing Agreement and Regulation 15 of theSEBI Listing Regulations 2015 the provisions of Clause 49 of the erstwhile ListingAgreement and Regulation 15 of the SEBI Listing Regulations 2015 and other Regulationsrelated to Corporate Governance are not applicable to the Company.
29. Directors Responsibility Statement
Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the CompaniesAct 2013 the Board to the best of its knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards read with requirements set out underschedule III to the Act have been followed and no material departures have been made fromthe same;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;
(c) the directors had 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 concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;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.
30. Particulars Of Employees
There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure 5.
31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder.
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.
32. Human Resources
Your Company treats its human resources as one of its most important assets. We focuson all aspects of the employee lifecycle. This provides holistic experience for theemployees as well. During their tenure at the Company employees are motivated throughvarious skill development programs. We create effective dialogue through our communicationchannels to ensure effective dialogue through our communication channels to ensure thatfeedback reach the relevant team including leadership.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
33. Segment-wise performance
The Company is into single reportable segment only.
34. Listing At BSE
To provide an opportunity to trade and to provide liquidity in its shares to its equityshareholders the Company during the year under review has also applied to Bombay StockExchange Limited for getting its shares listed at the aforesaid Exchange under the DirectListing Scheme formulated by BSE.
35. Disclosure of Accounting Treatment
There is no deviation in following the treatment prescribed in the Accounting Standardsin preparation of Financial Statements of the Company for the year ended on March 31 2016
Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.
Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.
Finally the Directors thank you for your continued trust and support.