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Shree Manufacturing Company Ltd.

BSE: 503863 Sector: Industrials
NSE: N.A. ISIN Code: INE632A01012
BSE LIVE 12:49 | 07 Nov 4.98 0.23
(4.84%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.98
PREVIOUS CLOSE 4.75
VOLUME 100
52-Week high 5.00
52-Week low 4.72
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 4.98
CLOSE 4.75
VOLUME 100
52-Week high 5.00
52-Week low 4.72
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Manufacturing Company Ltd. (SHREEMFGCO) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 39th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board s Report shall be prepared based on the standalone financial statements ofthe company.

Particulars 2015-2016 2014-2015
Gross Income -- --
Profit / (Loss) Before Interest and Depreciation -786149 -544977
Finance Charges -520053 -377483
Gross Profit/(Loss) -1306202 -922460
Provision for Depreciation -- --
Extraordinary Item -- -510000
Net Profit/(Loss) Before Tax -1306202 -1432460
Provision for Tax -- --
Net Profit/(Loss) After Tax -1306202 -1432460
Balance of Profit brought forward -- --
Balance available for appropriation -- --
Proposed Dividend on Equity Shares -- --
Tax on proposed Dividend -- --
Transfer to General Reserve -- --
Surplus carried to Balance Sheet -1306202 -1432460

2. COMPANY S PERFORMANCE AFFAIR

Your Directors are positive about the Company s operations and making best efforts toimplement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. (1306202) for financialyear under review is transferred to reserves. The total reserves for the financial year2015-16 is Rs. (92968188).

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31 2016 is Rs. 83702770/-comprising of 5500277 Equity Shares of Rs. 10/- each amounting to Rs. 55002770/- and287000 12% Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs.28700000/-.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed under Section 149(6) ofthe Companies Act 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 12th February 2016 1. 12th February 2016
2. 05th November 2015 2. 05th November 2015
3. 16th September 2015 3. 13th August 2015
4. 13th August 2015 4. 25th May 2015
5. 03rd July 2015
6. 25th May 2015

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration committee.

9. COMMITTEES OF THE BOARD

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany s financial reporting process.

The Audit Committee Comprises of 3 directors and its Composition is as under:

Sr. No. Name Category Designation
1 Ms. Namrata Malu Independent Director Chairman
2 Mr. Vishal Dedhia Whole Time Director Member
3 Mr. Dinesh Bainwal Independent Director Member

2) Nomination and Remuneration Committee

The Company s Nomination and Remuneration Committee consist of 3 directors of which twoare independent Non-Executive Director and one is executive director. The composition ofthe Nomination and Remuneration Committee is as under:

Sr. No. Name Category Designation
1 Ms. Namrata Malu Independent Director Chairman
2 Mr. Vishal Dedhia Whole Time Director Member
3 Mr. Dinesh Bainwal Independent Director Member

3) Stakeholders Relationship Committee

Shareholders Grievances Committee consists of two directors as members and chaired bynon executive Director. The Committee inter-alia deals with various matters relating to:

• Transfer/transmission of shares;

• Issue of duplicate share certificates;

• Investors` grievances and redressal mechanism and recommend measures to improvethe level of investor services.

The composition of the Stakeholders Relationship Committee is as under:

Sr. No. Name Category Designation
1. Ms. Namrata Malu Independent Director Chairman
2. Mr. Vishal Dedhia Whole Time Director Member
3. Mr. Dinesh Bainwal Independent Director Member

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

11. DIRECTOR S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 were operatingeffectively.

f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

12. AUDITORS

The Auditors Mr. Chetan N. Dedhia Chartered Accountant Mumbai has shown hisunwillingness to continues statutory Auditor of the company at the ensuing Annual GeneralMeeting and therefore DPSY and Associates Charted Accountant (Firm No.135764W) Mumbai isappointed as Statutory Auditor of the Company in place of erstwhile Auditor from thisAnnual General Meeting [AGM] till the conclusion of 44th Annual General Meetingof the Company.

13. AUDITORS REPORT

The Board has duly examined the Statutory Auditor s report on accounts which is selfexplanatory and clarifications wherever necessary have been included in the Notes toFinancial Statements of the Annual Report.

14. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Ms. Teena Dedhiaproprietress of M/s. Teena Dedhia & Associates Practicing Company Secretary had beenappointed as Secretarial Auditor of the Company for the Financial Year 2015-16 but due topersonal reasons she had resigned as Secretarial Auditor of the Company hence the Boardhas appointed Ms. Payal Tachak proprietress of M/s. Payal Tachak & AssociatesPracticing Company Secretary for the FY 2015-16.

The report of the Secretarial Auditors is enclosed as Annexure to this report.

Secretarial Auditor s observation and Management s explanation to the Auditor sobservation

a) Section 203(1) (ii) Non appointment of Company Secretary

The Board would like to bring to your notice that the Company has been trying torecruit a Company Secretary on best efforts basis since a long time but the Company hasnot been successful.

b) Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 Non appoint Qualified Company Secretary as Compliance Officer (Applicable from 1stDecember 2015)

The Board has designated Vishal Dedhia as Compliance officer to take care of thecompliances till the time Company finds suitable candidate for the post of CompanySecretary who in turn can be appointed as the Compliance Officer.

c) Clause 41 of the Listing agreement Regulation 47 of the SEBI (Listing obligationsand Disclosure Requirements) Regulation 2015 Section 108 of the Companies Act 2013 readwith Rule 20 of the Companies (Management and Administration) Rules 2014 and Section 91of the Companies Act 2013 read with Rule 10 of the Companies (Management andAdministration) Rules 2014 Publication of Results audited and unaudited in newspaper Voting Through Electronic means News Paper Advertisement for Book Closure.

The Company has not been doing that since the financial position of the Company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain.

d) Clause 1.2.4 of Secretarial Standard 2 Map of the Venue of the Annual GeneralMeeting in the Notice of AGM for the Year 2014-15.

The company was not aware about the said provision. However from now onwards the samewill be complied.

e) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015Payment of Annual Listing Fees to Stock Exchange within 30 days from Financial Year end.

The Company currently does not have adequate funds to pay full Listing Fees so companyhas made part payment of listing fees. However Company will pay the remaining fees in thenear future.

f) 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated30th September 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17thJune 2011.

The management is trying to do the needful to comply with the said provisions.

However the Company would try and comply with all the provisions to the fullestextent. The report of the Secretarial Auditor is enclosed as Annexure II to this report.

15. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.smcl.co.in under investors/policy documents/Vigil Mechanism Policy link.

16. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodicallyreviews the risk and suggests steps to be taken to control and mitigate the same through aproper defined framework.

17. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as code of business conduct whichforms an Appendix to the Code. The Code has been posted on the Company s websitewww.smcl.co.in.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo arenil during the year under review.

20. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

21. LISTING WITH STOCK EXCHANGES

The Company is listed on BSE Limited and Calcutta Stock Exchange Limited (CSE).

22. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. There are no contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013.

2. Your Company has not provided Loans Guarantees or made Investment pursuant toSection 186 of the Companies Act 2013;

3. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

4. The Company does not have any subsidiary joint venture or associate Company henceno need to state anything about the same;

5. The Company has not accepted deposits covered under Chapter V of the Act;

6. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

7. Since the Company is having paid-up capital less than the threshold provided underClause 49 of the Listing Agreement hence the Company need not required to addressReports on Corporate Governance and certificate/s pertains thereto.

8. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

23. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Place: Mumbai Vishal Dedhia Namrata Malu
Date: 9th August 2016 Whole-time Director & CFO Director