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Shree Salasar Investments Ltd.

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Shree Salasar Investments Ltd. (SHREESALASAR) - Director Report

Company director report

To the Members of

Shree Salasar Investments Limited

Your Directors have pleasure in presenting their 37th Annual Report togetherwith the Audited Accounts for the year ended March 31 2017.

1. Financial Performance:

Particulars

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
(Rs.) (Rs.) (Rs.) (Rs.)
Revenue from Operations (Net 14203355 11011527 14209328 15225718
of Excise) and Other Income
Other Expenses 6446624 6431916 6645240 12345189
Finance Charges 5392898 3661081 5392898 3661081
Depreciation 550550 800821 550550 800821
Profit Before Tax 1813283 117709 1620640 -1581373
Provision for Tax (Including for 425000 -8784 425000 -8784
earlier years)
Net Profit After Tax 1388283 126493 1195640 -1572589
Profit carried to Balance Sheet 1388283 126493 1195640 -1572589

2. Turnover & Profits:

Standalone:

During the year under review the sales and other income increased from Rs. 1 1011527/- to Rs. 1 42 03355/- as compared to previous year. The Net Profit after taxstood at Rs. 13 88283/- as against profit of Rs. 1 26493/- in the previous year.

Consolidated:

During the year under review the sales and other income decreased from Rs.15225718/- to Rs. 14209328/- as compared to previous year. The Net profit after taxstood at Rs. 1195640/- as against Net loss of Rs. 1572589/- in the previous year.

3. Subsidiaries Associates & Joint Ventures:

The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and MarineDrive Realtors Private Limited. The Company does not have any associate Company &Joint venture.

Performance of Subsidiaries are as follows:

The total revenue of Vinca Realtors Private Limited stood at Rs. 5973/- (Previous yearRs. 4214191/-). Net loss for the year stood at Rs. 175018/- (Previous year Loss Rs.1611467/-)

The total revenue of Marine Drive Realtors Private Limited is NIL and Net loss for theyear stood at Rs. 17625/-.

The details of the same are given in Form AOC-1 forming part of Notes to accounts.

4. Dividend:

The Directors of your Company do not recommend any dividend for the financial yearended 31st March 2017 in order to plough back the resources for the futuregrowth.

5. Transfer to Reserves:

During the year under review current year profit of Rs. 13 88283/- was transferredto reserves.

6. Change(s) in the Nature of Business if any:

There was no change in the nature of business of the Company during the year underreview.

7. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the financial statement relate and the date of this report:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year of the Company and the date of this report.

8. Public Deposits:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing details of deposits which are not in compliance with theChapter V of the Act is not applicable.

9. Management's Discussion and Analysis:

Management s Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report as Annexure I.

10. Corporate Social Responsibility (CSR):

As on 31 March 2017 provision of Corporate Social Responsibility is not applicable toyour Company.

11. Share Capital:

The Paid up Equity Share Capital as on March 31 2017 was Rs. 32000000/-.

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

12. Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31 2017 is attached as AnnexureII to this Report.

13. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulationsperformance evaluation of Board and that of its committees and individual Directors wascarried out. A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board s functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance. A separateexercise was carried out to evaluate the performance of individual Directors who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment participation by all directors and developing consensus amongst the directorsfor all decisions.

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 view of the executive directors and non-executivedirectors.

14. Number of Meetings of the Board:

The details of the number of meetings of the Board held during the Financial Year2016-17 is as under:

Name of the Director Number of Board Meetings held Number of Board Meetings attended Whether attended last AGM Shareholding in the Company as on March 31 2017 (No. of Shares)
Mr. Harshad Dholakia 4 1 No -
Mr. Vipin Hirani 4 4 Yes -
Mr. Vimal Makwana 4 4 Yes -
Mr. Shailesh Hingarh 4 4 Yes 1034780
Ms. Madhuri Augustine 4 4 Yes -
Singh

15. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act 2013; the Board of Directors to the bestof their knowledge and ability confirm that:

i. In the preparation of the annual financial statements for the year ended March

31 2017 the applicable accounting standards have been followed and that there are nomaterial departures;

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the March 31 2017 and of the Profitand Loss of the Company for the year ended March 31 2017;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act

2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16. Auditors:

A. Statutory Auditors & Audit Report:

Bhatter & Paliwal Chartered Accountants having Firm Registration Number 131411Wbe and are hereby appointed as the Statutory Auditors of the Company in place of theauditors M/s. Shankarlal Jain and Associates LLP Chartered Accountants (whose term ofoffice expires at 37th Annual General Meeting ) to hold office for a term of 5(five) consecutive years from the conclusion of this Annual General Meeting till theconclusion of the sixth Annual General Meeting from this Annual General Meeting subjectto ratification of their appointment by the Members of the Company at every Annual GeneralMeeting

Bhatter & Paliwal Chartered Accountants (Firm Registration No. 131411W) haveconfirmed that their appointments if made would be in accordance with the provisions ofthe Section 141 Companies Act 2013 and that they are not disqualified for reappointment.

Auditors Qualification:

There is no qualification reservation or adverse remarks made in the StatutoryAuditors Report.

B. Secretarial Auditor & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. Mayank Arora Company Secretary in Practice Mumbai(Mem. No. 33328 and COP No.: 13609) to conduct the Secretarial Audit of the Company forthe financial year ended March 31 2017.

The report of the Secretarial Auditor is appended as Annexure III.

Explanation or Comments on every qualification reservation or adverse remark made bythe Company Secretary in practice in the Secretarial Audit Report.

AUDITORS QUALIFICATION DIRECTORS COMMENT
As per Section 203(1) of the Companies Act 2013 the Company is required to appoint the following Key Managerial Personnel: The Company in its Board Meeting dated 11.08.2016 has appointed Chief Financial Officer and its under process of appointing Company Secretary.
(i) Managing Director or Chief Executive Officer or manager and in their absence a whole-time director;
(ii) Company secretary; and
(iii) Chief Financial Officer. However the Company has not appointed Company Secretary.
The Company is listed on Bombay Stock Exchange and Delhi Stock Exchange. However as per SEBI Guidelines only those Companies will be considered as listed Companies which are registered with SEBI. Since Delhi Stock Exchange is not registered with SEBI the Company has not made any quarterly compliance with the Delhi Stock Exchange. As per the guidelines issued by SEBI it directed the exit of Delhi Stock Exchange Ltd. as a Stock Exchange and hence the Company has not made any disclosures to the Delhi Stock Exchange.

17. Listing of Shares:

The Equity Shares of the Company are listed on BSE Limited. Further the Company haspaid necessary listing fees to BSE as per the Listing Agreement. The Company had receivedlisting approval letter dated June 8 2017 for listing of 3000000 equity shares of Rs.10/- each issued to Promoters and Non Promoters on a preferential basis pursuant toconversion of warrants.

18. Related Party Transactions:

The Company has formulated a policy on dealing with Related Party Transactions. Thepolicy is disclosed on the website of the Company i.e. www.shreesalasar.in.

All related party transactions that were entered into during the year under review werein the ordinary course of business and on arm s length basis. The Company has not enteredinto any contract/arrangement/transaction with related parties which could be consideredmaterial in nature. All Related Party Transactions are placed before the Audit Committeeas also the Board for approval. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are of a foreseen and repetitive nature. Your Directors drawattention of the members to notes to the financial statements which set out related partydisclosures.

19. Code of Conduct:

Pursuant to Regulation 17(5) of the SEBI Listing Regulations 2015 the Board hasadopted a revised Code of Conduct for all Directors and Senior Management of the Companyand the same has been placed on the website.

All Directors and Senior Management personnel have affirmed compliance with the code ofconduct for the financial year 2016-17.

20. Vigil Mechanism / Whistle Blower Policy

In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The employees and directors may report to the Compliance officerand have direct access to the Chairman of the Audit Committee. The Whistle blower Policyis placed on the website of the Company.

21. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Audit Committee and the Board periodicallyreviewed the risk assessment and minimization procedures. At present there is noidentifiable risk which in the opinion of the Board may threaten the existence of theCompany.

22. Directors and Key Managerial Personnel (KMP):

a. Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as a Director in terms of Section 164 (2) of the Companies Act 2013.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and as per

Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

b. Familiarization programed:

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

c. Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Shailesh Hingarh (DIN: 00166916) ManagingDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment. Mr. Harshad Dholakia ceased to beDirector of the Company and Mr. Dismas Gigool has been appointed as Chief FinancialOfficer w.e.f 11.08.2016.

23. Nomination and Remuneration Policy:

The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is posted on the website of the Companyi.e. www.shreesalasar.in.

24. Internal Financial Controls:

The Board has laid down Internal Financial Control Policy to be followed by theCompany. The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were reviewed and no reportablematerial weakness in the operation was observed.

25. Independent Directors' Meeting:

In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of theSEBI Listing Regulations 2015 the independent directors held their separate meeting on09th February 2017 without the attendance of non-independent directors andmembers of Management inter alia to discuss the following:

i) review the performance of non-independent directors and the Board as a whole; ii)Review the performance of the Chairperson of the Company taking into account the views ofexecutive directors and non-executive directors;

iii) Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties; and

iv) Review the responsibility of independent directors with regard to internalfinancial controls.

The Independent Directors present elected Mr. Vipin Hirani as a Chairman of themeeting.

All Independent Directors were present at the meeting deliberated on the above andexpressed their satisfaction on each of the matters.

26. Insider trading:

The Company had in place a Code of Conduct for Prevention of Insider Trading andCorporate Disclosure Practices in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 2015.

Accordingly the Board approved and adopted: a) Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information; and b) Code of Conduct toRegulate Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Company s websitewww.shreesalasar.in.

27. Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particularsof Employees) Rules 1975 does not arise.

28. Particulars of Loans Guarantees or Investments:

The details of Loans and Advances made Guarantees given or Securities provided havebeen given in notes to financial statements.

29. Conservation of Energy Technology Absorption Foreign Exchange Earnings and

Outgo:

Particulars with respect to conservation of Energy Technology Absorption and ForeignExchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies(Accounts) Rules 2014 is set out hereunder:

Sr. Particulars Disclosures
No.
1. Conservation of Your Company has continued to accord priority to Energy and Power Conservation of energy and is continuing its efforts to Consumption utilize energy more efficiently.
2 Technology Your Company has not absorbed or imported any Absorption and technology and no research and development work is Research & carried out. Development
3. Foreign Exchange Earnings Exports US $: Nil of Goods
Rs.: Nil
Outgo Nil Nil

30. Significant and Material Orders passed by the Regulators or Courts:

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.

31. Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the corporate governance provisions is not applicable to the Company asthe paid up Share Capital of the Company is less than 10 crores and its Net Worth does notexceed 25 crores. Hence the Report on Corporate Governance is not included in the AnnualReport.

However the Company has complied with all the mandatory requirements.

32. Audit Committee:

The Composition and quorum of the Audit Committee is in accordance with Section 177 ofthe Companies Act 2013. All members of the Audit Committee possess financial/accountingexpertise/exposure.

The Audit committee met Four (4) times during the Financial Year 2016-17. The Committeemet on 27th May 2016 11th August 2016 10th November2016 and 09th February 2017. The Necessary quorum was present for allMeetings. The Chairman of the Audit Committee was present at the last Annual GeneralMeeting of the company. The table below provides composition and attendance of the AuditCommittee.

SR NAME CATEGORY MEETINGS
NO. ATTENDED
1 *Mr. Harshad Dholakia Independent Non-Executive 1 of 4
Director
2 Mr. Vipin Hirani Independent Non-Executive 4 of 4
Director
3 Mr. Vimal Makwana Independent Non-Executive 4 of 4
Director
4 Ms. Madhuri Singh Non-Executive Director 4 of 4

* Mr. Harshad Dholakia ceased to be Director of the Company wef 11.08.2016.

33. Nomination & Remuneration Committee:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.

The Nomination and Remuneration Committee met on 11th August 2016. Thenecessary quorum was present for the Meeting. The Chairman of the Nomination andRemuneration Committee was present at the last Annual General Meeting of the company. Thetable below provides composition and attendance of the Nomination and RemunerationCommittee.

SR NO. NAME CATEGORY MEETINGS
ATTENDED
1 *Mr. Harshad Dholakia Independent Non-Executive 0 of 1
Director
2 Mr. Vipin Hirani Independent Non-Executive 1 of 1

 

Director
3 Mr. Vimal Makwana Independent Non-Executive 1 of 1
Director
4 Ms. Madhuri Singh Non-Executive Director 1 of 1

*Mr. Harshad Dholakia ceased to be Director of the Company wef 11.08.2016.

34. Stakeholders' Relationship Committee:

The Board has reconstituted Shareholders /Investors Grievance Committee as

Stakeholders Relationship Committee in accordance with the provisions of the CompaniesAct 2013.

The Stakeholders Relationship Committee met four (4) times during the Financial Year2016-17. The Committee met on 27th May 2016 11th August 2016 10thNovember 2016 and 09th February 2017. The necessary quorum was present forall Meetings. The Chairman of the Stakeholders Relationship Committee was present at thelast Annual General Meeting of the company. The table below provides composition andattendance of the Stakeholders Relationship Committee.

SR NAME CATEGORY MEETINGS
NO. ATTENDED
1 *Mr. Harshad Dholakia Independent Non-Executive 1 of 4
Director
2 Mr. Vipin Hirani Independent Non-Executive 4 of 4
Director
3 Mr. Vimal Makwana Independent Non-Executive 4 of 4
Director
4 Ms. Madhuri Singh Non-Executive Director 4 of 4

* Mr. Harshad Dholakia ceased to be Director of the Company wef 11.08.2016.

35. Share Transfer System:

All share transfer dematerialization and related work is managed by Purva ShareRegistry (India) Pvt. Ltd 9/Shiv Shakti Ind. Estate J.R. Boricha Marg Opp. KasturbaHospital Lower Parel (E) Mumbai- 400011. Shareholders are requested to send all sharetransfer requests demat/remat requests correspondence relating to shares i.e. change ofaddress Power of Attorney etc. to the registrar and transfer agents.

36. Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI) Mr. Mayank AroraProprietor of M/s. Mayank Arora & Co. Practicing Company Secretaries carried out theShare Capital Audit to reconcile the total admitted capital with National SecuritiesDepository Limited (NSDL) Central Depository Services (India) Limited (CDSL) and sharesheld physically as per the register of members and the total issued and listed capital.

37. Investors Correspondence:

Purva Share Registry (India) Pvt. Ltd. 9/Shiv Shakti Ind. Estate J.R. Boricha MargOpp. Kasturba Hospital Lower Parel (E) Mumbai-400011 Tel No: (022) 23016767 FaxNo: (022) 23012517 Email-id: purvashr@mtnl.net.in

38. Disclosure under Sexual Harassment of Women at the Workplace (Prevention

Prohibition and Redressal) Act 2013:

The Company has in place a Prevention of Sexual harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2016-17 no complaintswere received by the Company related to sexual harassment.

39. Acknowledgements:

Your Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities employees and members of the Company.

Place: Mumbai

Date: 29th August 2017