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Shree Narmada Aluminium Industries Ltd.

BSE: 513127 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Shree Narmada Aluminium Industries Ltd
NSE 05:30 | 01 Jan Shree Narmada Aluminium Industries Ltd

Shree Narmada Aluminium Industries Ltd. (SHNARMADAALUM) - Director Report

Company director report

Dear Members

M/s. Shree Narmada Aluminum Industries Limited

Your directors have pleasure in presenting the 40th Annual Report togetherwith the Audited Accounts of the Company for the financial year ended March 31 2021.

1. FINANCIAL RESULTS:

Particulars 2020-2021 (Rs.) 2019-2020 (Rs.)
Total Revenue
- Revenue from Operations - -
- Other Income 593692 1356140
Total 593692 1356140
Total Expenditure 466269 1037166
Profit before Tax 127423 318974
Provision for Tax
- Current Tax - -
- Tax expense (reversal) / provision for earlier years - -
Deferred Tax (Credit) - -
Profit After Tax 127423 318974
Other comprehensive income -
Total comprehensive income for the year (net of tax) 127423 318974
Profit brought forward from previous year - -
Profit available for appropriation - -
Appropriations:
- Interim dividend - -
- Dividend distribution tax on interim dividend - -
- Final equity dividend - -
- Dividend distribution tax on final dividend - -
- Dividend distribution Tax Credit - -
- Balance Carried Forward to Balance Sheet 127423 318974

2. DIVIDEND:

In view of the accumulated losses your directors are not in a position to recommendany dividend for the year under review and regret for the same.

3 . THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK:

On account of general adverse market conditions for metal industries and due to theCourt Receiver has taken possession of the factory premises the Company's operation hasbeen stopped. There is revenue during the financial year from other income and the Companyhas ended the financial year with a profit of Rs. 127423/-.

As already inform earlier year that in spite of the Scheme of Compromise and/orArrangement being sanctioned by the Hon'ble High Court of Gujarat by its order dated16-5-2008 and ICICI and in its place Kotak Mahindra Bank Ltd. being paid over all that waspayable to it under the Scheme Kotak Mahindra Bank Ltd. has approached the Hon'bleDRT-III Mumbai which has by its ex-parte order dated 05-01-2015 appointed a Receiver totake physical possession of the Company's factory. The Court Receiver has taken possessionof the factory of the Company on 06-08- 2015. The Company has challenged the said orderand the Company is also vigorously trying to get the said order vacated.

4. BOARD MEETINGS / COMMITTEE MEETINGS:

Board Meeting

06 (Six) Board meetings were held in the financial year 2020-2021

The same were held as under:
1. 30.06.2020
2. 27.08.2020
3. 07.09.2020
4. 10.11.2020
5. 13.02.2021
6. 29.03.2021

Audit Committee

4 (Four) Audit Committee meetings held during the financial year 2020-2021.

The same were held as under

1. 30.06.2020

2. 27.08.2020

3. 10.11.2020

4. 13.02.2021

Nomination and Remuneration Committee

Nomination and Remuneration committee meetings held during the financial year2020-2021. The same were held on

1. 30.06.2020

2. 13.02.2021

3. 29.03.2021

Stakeholders Committee

Stakeholders Committee meeting held during the financial year 2020-2021. The same washeld on:

1. 30.06.2020

2. 27.08.2020

3. 10.11.2020

4. 13.02.2021

5. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of 134 (5) of the Companies Act 2013 the Boardhereby submits its responsibility statement:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

(ii) 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 loss of the company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

6. STATEMENT ON INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

7. WEB LINK FOR THE ANNUAL RETURN: www.snailbh.in

8. COMPANY'S POLICY RELATING TO DIRECTORS:

The Company's policy relating to appointment of Directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under section 178(3) of The Companies Act 2013 infurnished in Annexure 'A'. The policy has been updated on company website.

9. COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK:

Statutory Auditor

The Notes on Financial Statements referred to in the Auditor's report areself-explanatory and do not calls for any further comments.

Secretarial Auditor

The observations in the Secretarial Audit Report are self-explanatory and do not callsfor any further comments.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

11. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties as defined under the Companies Act 2013 and Clause 49 of theListing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements werein the ordinary course of business and on an arm's length basis therefore Form AOC - 2is not applicable to the Company.

12. MATERIAL CHANGES:

In spite of dues are paid to ICICI Bank under the order of Honorable High Court ofGujarat dated 16.05.2008 M/s. Kotak Mahindra Bank claiming to be the assignee of ICICIBank approached to Honorable DRT Mumbai. By Ex-parte order dated 05.01.2015 theHonorable DRT-III Mumbai passed an order and appointed Court Receiver to take the physicalpossession of the factory. The Court Receiver has taken possession of factory premises on6th August 2015. The said order is challenged and the Company is continuouslymaking reasonable efforts to get the said Order vacated. Due to this the Company'soperation has been stopped since August - 2015. Due to this reason the Company's rentincome towards lease rent has been stopped.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:

Considering the present nature of activity the provisions of Section 134(m) of theCompanies Act 2013 in respect of Conservation of energy etc. is not applicable to thecompany.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT:

At present the company's entire manufacturing unit has been acquired by the CourtReceiver appointed by DRT-III Mumbai. under securitization act and as a result thecompany has moved an application before appellate authority. Till the company re-obtainthe possession your company is not in a position to start commercial production.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 is not applicable to yourCompany for the current year.

16. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board' functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors as decided by Nomination and Remuneration Committee was carried out by theentire Board. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors who also reviewed the performance of theSecretarial Department.

The Directors expressed their satisfaction with the evaluation process

17. SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANY:

Company does not have any subsidiary / Joint venture/ other associate company.

18. DIRECTORS:

Mr. Milan Rambhai Patel is liable to retire by rotation

Mr. Milan Rambhai Patel (DIN 02143088) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re- appointment.

Appointment of Independent Director:

Mr. Bharat Ashwin Manek (DIN: 08032843) was appointed as additional director on 29thMarch 2021. Further it is proposed to appointed him as Non-Executive Independent Directorsubject to the approval of the members at the ensuing Annual General Meeting. Members arerequested to approve the resolution for appointment of Mrs. Shakuntala Rajesh Chavan asIndependent Director to hold office for a term of 5 years consecutive year commencing fromthese annual general meeting whose period of office will not be liable to retire byrotation.

19. Disclosure under Section 197 (12) and rules 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014.

The requisite details relating to ratio of remuneration percentage increase inremuneration etc. as stipulated under the above rules are annexed at "Annexure -B" to this report.

20. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) Name of top 10 employees in terms of remuneration draw

Designation of the Employee Remuneration received Nature of Employment whether contractual or otherwise Qualification & Experience of the Employee Date of commencement of employment Age of such employee The last employment held by such employee before joining the Company Percentage of equity shares held

Not Applicable as no such employees

(ii) Employed throughout the year and were in receipt of remuneration of not less thanRs. 1.02 Cr. per annum Not Applicable

(iii) Names of employees employed for part of the year and were in receipt ofremuneration of not less than Rs. 8.50 Lacs per month.

Not Applicable

Note:

1. The percentage of equity shares held by above mentioned employees are NIL as on 31stMarch 2021.

2. None of the Company's employees is related to any directors of the company.

21. AUDITORS:

STATUTORY AUDITOR

The Auditors M/s. K. M. Swadia & Company Chartered Accountants Vadodara thepresent statutory auditors were appointed in the Annual General Meeting held in the year2017 as per the provisions of Section 139 of the Companies Act 2013 for a period of 5years i.e. till the conclusion of Annual General Meeting to be held in the year 2022.

SECRETARIAL AUDITOR

M/s Saurabh Shukla & Associates Practicing Company Secretaries (Membership No. ACS48999 CP NO.17845) has been appointed as Secretarial Auditor for the financial year2020-2021.

The Secretarial audit report is appended as an Annexure-C to this report.

22. DEPOSITS:

The Company has not received any amount of deposit during the financial year underreview.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:

As informed in spite of dues are paid to ICICI Bank under the order of Honorable HighCourt of Gujarat dated 16.05.2008 M/s. Kotak Mahindra Bank claiming to be the assignee ofICICI Bank approached to Honorable DRT Mumbai. By Ex-parte order dated 5.1.2015 theHonorable DRT-III Mumbai passed an order appointed Court Receiver to take the physicalpossession of the factory. The Court Receiver has taken possession of factory premises on6th August 2015. The said order is challenged and the Company is continuouslymaking reasonable efforts to take relief from the said Order. Due to this the Company'soperation has been stopped since August - 2015. As result a rent towards lease rentpremises from lessee has been stopped.

24. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to theFinancial Statements for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.

25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013.

In terms of section 22 of the Sexual Harressment of Women at Workplace (PreventionProhibition and Redressel) Act 2013 we report that during 2020-2021 no case has beenfiled under the said Act.

26. CORPORATE GOVERNANCE REPORT

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15th September2014 issued by SEBI the amended clause 49 of Equity Listing Agreement and as stipulatedunder the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. It is not mandatory for the time being in respect of Companies havingpaid up share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25Crores as on the last day of previous financial year. In view of the above separatecorporate governance report is not provided.

27. VIGIL MECHANISM

The Company has established a Vigil Mechanism and oversees through the Audit Committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.The Company have updated the policy on company website. The Vigil Mechanism Policy isappended as an Annexure 'D' to this Report.

28. SHARES

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issue any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus shares were issued during the year under review.

d. EMPLOYEE STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employee.

29. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has observed secretarial Standards as provided under Section 118(10) ofCompanies Act 2013.

30. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of theCompany for their continued support and co-operation.

On Behalf of the Board of Directors
Sd/-
Place: Mumbai Kantilal B. Patel
Date:01/09/2021 Managing Director DIN: 01441306
Sd/-
Milan Rambhai Patel Director and CFO DIN: 02143088

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