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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 36th Annual Report together with the Audited Accounts for the year ended March 31 2016.

1. Financial Performance:

Particulars2015-162014-15
(Rs.)(Rs.)
Revenue from Operations (Net of Excise) and Other110115275621352
Income
Other Expenses64319163927813
Finance Charges36610812277673
Depreciation800821615308
Profit Before Tax117709-1199443
Provision for Tax (Including for earlier years)-87840
Net Profit After Tax126493-1199443
Profit carried to Balance Sheet126493-1199443

2. Turnover & Profits:

During the year under review the sales and other income increased from Rs. 5621352/- to Rs. 11011527/- as compared to previous year. The Net Profit after tax stood at Rs. 126493/- as against loss of Rs. (1199443/-) in the previous year.

3. Subsidiaries Associates & Joint Ventures:

The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and Marine Drive 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. 4214191/- (Previous year 3202801/-). Net loss for the year stood at Rs. 1611467/- (Previous year Profit 19574/-)

The total revenue of Marine Drive Realtors Private Limited is NIL and Net loss for the year stood at Rs. 70114/-.

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 year ended 31st March 2016 in order to plough back the resources for the future growth.

5. Transfer to Reserves:

During the year under review current year profit of Rs. 126493/- and Rs. 60000000/- on conversion of warrants was transferred to 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 under review.

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

There were no material changes and commitments affecting the financial position of the Company 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 of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirement for furnishing details of deposits which are not in compliance with the Chapter 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 stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report as Annexure I.

10. Corporate Social Responsibility (CSR):

As on 31 March 2016 provision of Corporate Social Responsibility is not applicable to your Company.

11. Share Capital:

The Paid up Equity Share Capital as on March 31 2016 was Rs. 32000000/- The Company has converted its 3000000 Warrants into Equity Shares on 4th January 2016 and the same is under the process of Listing.

During the year under review there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 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 2016 is attached as Annexure II to this Report.

13. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations performance evaluation of Board and that of its committees and individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board s functioning such as adequacy of the composition of the Board and its Committees Board culture execution and performance of specific duties obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution independence of judgment participation by all directors and developing consensus amongst the directors for all decisions.

In a separate meeting of independent directors performance of non-independent directors performance of the Board as a whole and performance of the Chairman was evaluated taking into account the view of the executive directors and non-executive directors.

14. Number of Meetings of the Board:

The details of the number of meetings of the Board held during the Financial Year 2015-16 is as under:

Name of the DirectorNumber of Board Meetings heldNumber of Board Meetings attendedWhether attended last AGMShareholding in the Company as on March 31 2016 (No. of Shares)
Mr. Harshad Dholakia88Yes-
Mr. Vipin Hirani88Yes-
Mr. Vimal Makwana88Yes-
Mr. Shailesh Hingarh88Yes1034780
Ms. Madhuri Augustine Singh88Yes-

15. Director Responsibility Statement:

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

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

31 2016 the applicable accounting standards have been followed and that there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the March 31 2016 and of the Profit and Loss of the Company for the year ended March 31 2016;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and 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 and that such internal financial controls are adequate and were operating effectively;

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

16. Auditors:

A. Statutory Auditors & Audit Report:

M/s. Shankarlal Jain & Associates LLP Chartered Accountants (Firm Registration No. 109901W) Statutory Auditors of the Company were appointed for a term of three years from the conclusion of the 34th Annual General Meeting of the Company till the conclusion of the 37th Annual General Meeting of the Company subject to ratification by the Members at every Annual General Meeting at a remuneration decided by the Board of Directors of the Company.

M/s. Shankarlal Jain & Associates LLP Chartered Accountants have confirmed that their appointments if made would be in accordance with the provisions of the Section 141 Companies Act 2013 and that they are not disqualified for re-appointment.

Auditors Qualification:

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

B. Secretarial Auditor & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engaged the services of Mrs. Pooja Jain Company Secretary in Practice Mumbai (Mem. No. 36270 and COP No.: 14359) to conduct the Secretarial Audit of the Company for the financial year ended March 31 2016.

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

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

AUDITORS QUALIFICATIONDIRECTORS 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
(i) Managing Director or Chief Executive Officer or manager and in their absence a whole-time director; (ii) Company secretary; andCompany Secretary.
(iii) Chief Financial Officer. However the Company has not appointed Company Secretary and Chief Financial Officer. 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 has paid necessary listing fees to BSE as per the Listing Agreement. The Company has converted its 3000000 Warrants into Equity Shares on 4th January 2016 and the same is under the process of Listing.

18. Related Party Transactions:

The Company has formulated a policy on dealing with Related Party Transactions. The policy 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 were in the ordinary course of business and on arm s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Your Directors draw attention of the members to notes to the financial statements which sets out related party disclosures.

19. Code of Conduct:

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

All Directors and Senior Management personnel have affirmed compliance with the code of conduct for the financial year 2015-16.

20. Vigil Mechanism / Whistle Blower Policy

In line with the best Corporate Governance practices Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle blower Policy is placed on the website of the Company.

21. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures. At present there is no identifiable risk which in the opinion of the Board may threaten the existence of the Company.

22. Directors and Key Managerial Personnel (KMP):

a. Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being 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 of independence as laid down under Section 149 (6) of the Companies Act 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

b. Familiarization programme:

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

c. Directors and Key Managerial Personnel:

There is no change in the Key Managerial Personnel of the Company. In accordance with the provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company Ms. Madhuri Augustine Singh (DIN: 07138862) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. Mr. Harshad Dholakia ceased to be Director of the Company wef 11.08.2016.

23. Nomination and Remuneration Policy:

The Board has adopted on recommendation of the Nomination & Remuneration Committee a policy for selection and appointment of Directors Senior Management and their remuneration. A brief detail of the policy is posted on the website of the Company i.e. www.shreesalasar.in.

24. Internal Financial Controls:

The Board has laid down Internal Financial Control Policy to be followed by the Company. The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were reviewed and no reportable material 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 the SEBI Listing Regulations 2015 the independent directors held their separate meeting on 13th February 2016 without the attendance of non-independent directors and members 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 of executive directors and non-executive directors; iii) assess the quality quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

iv) review the responsibility of independent directors with regard to internal financial controls.

The independent directors present elected Mr. Vipin Hirani as a Chairman of the meeting.

All independent directors were present at the meeting deliberated on the above and expressed their satisfaction on each of the matters.

26. Insider trading:

The Company had in place a Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices in accordance with the SEBI (Prohibition of Insider

Trading) Regulations 2015.

Accordingly the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate Monitor and Report Trading by its employees and other connected persons.

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

27. Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act 2013 read with the Companies (Particulars of Employees) Rules 1975. Thus furnishing of particulars under the Companies (Particulars of 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 have been 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 Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules 2014 is set out hereunder:

Sr. No.ParticularsDisclosures
1.Conservation of Energy and Power ConsumptionYour Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently.
2Technology Absorption and Research & DevelopmentYour Company has not absorbed or imported any technology and no research and development work is carried out.
3.Foreign ExchangeEarnings Exports of GoodsUS $: Nil
Rs.: Nil
Outgo NilNil

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

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

31. Corporate Governance:

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

However the Company has complied with all the mandatory requirements of Corporate Governance.

32. Audit Committee:

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

The Audit committee met Four (4) times during the Financial Year 2015-16. The Committee met on 30th May 2015 14th August 2015 10th November 2015 and 13th

February 2016. The Necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Audit Committee.

SR NO.NAMECATEGORYMEETINGS ATTENDED
1*Mr. Harshad DholakiaIndependent Director Non-Executive4 of 4
2Mr. Vipin HiraniIndependent Director Non-Executive4 of 4
3Mr. Vimal MakwanaIndependent Director Non-Executive4 of 4
4Ms. Madhuri SinghNon-Executive Director4 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 to remuneration 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 13th February 2016. The necessary quorum was present for the Meeting. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Nomination and Remuneration Committee.

SR NO.NAMECATEGORYMEETINGS ATTENDED
1*Mr. Harshad DholakiaIndependent Non-Executive Director1 of 1
2Mr. Vipin HiraniIndependent Non-Executive Director1 of 1
3Mr. Vimal MakwanaIndependent Non-Executive Director1 of 1
4Ms. Madhuri SinghNon-Executive Director1 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 Companies Act 2013.

The Stakeholders Relationship Committee met four (4) times during the Financial Year 2015-16. The Committee met on 30th May 2015 14th August 2015 10th November 2015 and 13th February 2016. The necessary quorum was present for all Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Stakeholders Relationship Committee.

SR NO.NAMECATEGORYMEETINGS ATTENDED
1*Mr. Harshad DholakiaIndependent Non-Executive Director4 of 4
2Mr. Vipin HiraniIndependent Non-Executive Director4 of 4
3Mr. Vimal MakwanaIndependent Non-Executive Director4 of 4
4Ms. Madhuri SinghNon-Executive Director4 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 Share Registry (India) Pvt. Ltd 9/Shiv Shakti Ind. Estate J.R. Boricha Marg Opp. Kasturba Hospital Lower Parel (E) Mumbai- 400011. Shareholders are requested to send all share transfer requests demat/remat requests correspondence relating to shares i.e. change of address 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 Arora Proprietor of M/s. Mayank Arora & Co. practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL) and shares held 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 Marg Opp. Kasturba Hospital

Lower Parel (E)Mumbai-400011

Tel No: (022) 23016767

Fax No: (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 the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. During the year 2015-16 no complaints were received by the Company related to sexual harassment.

39. Acknowledgements:

Your Directors gratefully acknowledge the support given by the Customers Dealers Distributors Suppliers Bankers various departments of the Central and State Governments Local Authorities employees and members of the Company.

On behalf of the Board of Directors
Sd/-Sd/-
Shailesh HingarhVipin Hirani
Place: MumbaiDirectorDirector
Date: 11.08.2016(DIN:00166916)(DIN: 03434838)