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Shaba Chemicals Ltd.

BSE: 524546 Sector: Industrials
NSE: N.A. ISIN Code: INE06DM01015
BSE 05:30 | 01 Jan Shaba Chemicals Ltd
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Shaba Chemicals Ltd. (SHABACHEMICALS) - Director Report

Company director report

Board Report

To

The Members

SHABA CHEMICALS LIMITED

Your Directors are pleased to present their 31th Annual Report together with theaudited accounts of the Company for the year ended on 31st March 2018 along with theReport of the Auditors thereon.

FINANCIAL RESULTS

Particulars 31.03.2018 31.03.2017
(In Rs.) (In Rs.)
Turnover 0 0
Other Income 93250 141200
Profit / (Loss) before Depreciation 5000 7200
Less: Depreciation 0 0
Income Tax Earlier Years 0 0
Net profit(Loss) For the year 5000 7200

REVIEW OF BUSINESS PERFORMANCE

The Company has not performed any business activities during the year under review.

OPERATION

The management has suspend the production from April 1998 because of the actualfinancial crisis and liquidity crunch which compelled the management to retrench theworkers and the staff and surrender the power connection. The production has not beenresuming during the year.

NATURE OF BUSINESS

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

DIVIDEND

During the year under review the Company has not performed any business activity andalso not earned any profit and in view of the same no dividend has been recommended by theBoard during the year.

PUBLIC DEPOSITS

During the year under review the company has neither accepted nor invited any publicdeposits within the meaning of section 73 of the companies Act 2013 read with thecompanies (Acceptance of Deposits) rules2014. Also there are no outstanding PublicDeposits.

RESERVES

Board has not proposed any amount to be carried to any reserve.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the companyoccurred during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & analysis report as required under the listing agreementwith the Stock Exchanges is enclosed at Annexure ‘I’.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return MGT-9 for the year ended 31st March 2018 as requiredunder the listing agreement with the Stock Exchanges is enclosed at Annexure II’.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there underthe appointment of M/s S.N. Kabra & Co. Chartered Accountants were ratified asStatutory auditors from the conclusion of the Annual General Meeting (AGM) of the companyheld on 29th September 2018 till the conclusions of the AGM to be held in the year 2019.

STATUTORY AUDITOR

M/s. S.N. Kabra & Co Chartered Accountants the statutory auditors of the Companywas ratified as Statutory Auditor of the Company held at the last AGM to hold the officetill the conclusion of the AGM to be held in 2019. Accordingly the resolution forappointment of M/s S.N. Kabra & Co Chartered Accountants Chartered Accountantsfor the FY 2018-19 has been placed in the Notice calling this AGM to hold office from theconclusion of this Annual General Meeting until the conclusion of sixth Annual GeneralMeeting (subject to annual ratification by the Members at the each Annual GeneralMeeting).

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Ramesh Chandra Bagdi & Associates Practicing Company SecretariesIndore having ICSI Certificate of Practice No. 2871 to undertake the Secretarial Audit ofthe Company for Financial Year 2017-2018. The Secretarial Audit Report in Form MR-3 isenclosed as

Annexure ‘III’.

DIRECTOR

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Sangeeta Neema the Director of the Company retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of Board’s knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a.) in the preparation of the Annual Accounts for the financial year ended 31st March2018; the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

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 of the company for that period;

c.) the Directors have 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 for the financial Year ended 31stMarch 2018 on a 'going concern' basis;

e.) 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

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.

BOARD’S COMMENT ON QUALIFICATION OF AUDITOR’S REPORT

Statutory Auditor Report:

No qualification reservations and observations were reported by Statutory Auditor inits report. However the Financial Statements and Notes appended thereto areself-explanatory and do not need any comments.

Secretarial Auditor Report:

i). The Company has not been performing any business operation since long and has noprofit and in view of no business the Company can’t afford newspaper advertisementcosts. However remaining all the compliances regarding Listing Agreement has been compliedwith.

ii). During the year Vigil Mechanism has been adopted by the Company also details aregiven somewhere before in this report.

iii). Company’s net worth has been eroded. However your Directors are trying tofind out alternate business possibilities so that the Company can perform operations.

iv). Due to the No substantial profitability and paucity of funds no person isinterested to become company secretary of the Company. However the Company is in processto appoint

v). The amount of creditor increased because of provisions regarding Audit Fee.

vi). Due to negligible profitability the Company can’t afford services of externalRTA. However the Company is having in House Share Transfer Facility.

vii). Since the Company has not performed any business activity since long managementis of the view that no specific laws are applicable to the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Board of Directors of the company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013 havebenn attached as Annexure IV.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Director has been conducted by the Company withoutthe attendance of any other Director.

FAMILARISATION PROGRAMME

During the year under review a familiarization programme was held for IndependentDirectors to grow a better understanding of the Company.

REALTED PARTY TRANSACTIONS

As per Section 188(1) of the Companies Act 2013 the company has not entered anytransactions with its related party. The format has been prescribed in the Form AOC-2 ANDannexed as annexure-V

PERFORMANCE EVALUATION

The Independent Directors in their meeting have reviewed the performance ofNon-Independent Directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of Executive Directors andNon-Executive Directors.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review and as on date; the company is neither having anySubsidiary Company nor any Associate Company.

SHARE CAPITAL

During the year under review the Company neither increased nor decreased its EquityShare Capital. As on 31.03.2018 Company’s Share Capital are as under:

Authorized Capital stood as 3500000 Equity Shares of Rs. 10/- each totaling anamount of Rs. 35000000/- Issued Capital stood as 3000000 Equity Shares of Rs. 10/-each totaling an amount of Rs. 30000000/- Paid-up Capital stood as 2927200 EquityShares of Rs. 10/- each totaling to an amount of Rs. 29163500 (less calls in arrears ofRs. 108500/-).

REVISION IN FINANCIAL STATEMENTS OR BOARD’S REPORT U/S 131(1) OF THE ACT

No revision in the Financial Statements and Board’s Report has been made duringany of the three preceding financial years.

PARTICULARS OF LOANS GIVEN GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

The Company has not given any Loans not provided any Guarantees and also not made anyInvestments under Section 186 of the Companies Act 2013 during the year under review.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green initiative in CorporateGovernance by allowing paperless compliances by Companies through electronic mode. TheCompany supports the Green initiative and has accordingly decided to send allcommunications to its shareholders to their respective registered e-mail addresses. Hencethe Company appeals to its shareholders who are yet to register their e-mail addressesthat they take necessary steps for registering same so that they can also become a part ofthe initiative and contribute towards a Greener environment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The management has suspend the production from April 1998 because of the actualfinancial crisis and liquidity crunch which compelled the management to retrench theworkers and the staff and surrender the power connection. The production has not beenresuming during the year and the form is annexed as Annexure-V.

RISK MANAGEMENT

The Audit Committee and the Board of Directors of the Company reviewed the risks ifany involved in the Company from time to time and took appropriate measures to minimizethe same.

ORDER(S) PASSED BY REGULATOR(S) COURT(S) TRIBUNAL(S) IMPACTING THE GOING CONCERNSTATUS AND COMPANY STATUS

During the year under review no order was passed by any Regulator(S) Court(S)Tribunal(S) that could affect the going concern status of the Company and theCompany is operating in an efficient manner.

CORPORATE SOCIAL RESPONSIBILTY

The provision is not applicable to the Company during the year.

CORPORATE GOVERANCE REPORT

As per the SEBI (LODAR) Regulations 2015 every listed Company whose Paid up capitalis More than 10 Crore or more or whose net worth is 25 crore or more is required to file aCorporate Governance Report. Thus Company is not falling in the above threshold limit andis not required to file Corporate Governance Report.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism Policy during the year as per the requirementsof the Companies Act 2013 and SEBI (LODR) Reg. 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition.

MANAGERIAL REMUNERATION

No remuneration has been provided to any Director.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares.

DETAILS OF EMPLOYEES STOCK OPTION

The company has not granted stock options.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

BUY BACK OF SECURITIES

The company has not bought back any of its securities.

BONUS SHARES

The company has not issued any bonus shares.

PAYMENT OF LISTING FEE AND DEPOSITORY FEE

The management has suspend the production from April 1998 because of the actualfinancial crisis and liquidity crunch which compelled the management to retrench theworkers and the staff and surrender the power connection. The production has not beenresumed during the year. And due to non availability of revenue the Company has not paidthe Fee till date. But the same will be paid soon.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

No employee has been employed by the Company during the year.

DEMATERIALISATION

The Company’s shares are in physical form.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due toacute financial crisis and there are no workers or the staff members on the Company’spayroll.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review Company has not entered any contract or arrangement withrelated parties.

CORPORATE SOCIAL RESPONSIBILTY

The Company has adopted good practices under its Code of Conduct with respect to itsresponsibility towards society. However the Company was neither required to constitutethe Corporate Social Responsibility Committee nor was required to contribute any amount onCorporate Social Responsibility Initiatives as the said provisions are not applicable tothe company.

CODE OF CONDUCT

A declaration signed by the Chairman & Managing Director affirming compliance withthe company’s Code of Conduct by the Directors and Senior Management for theFinancial Year 2017-18 as required under Regulation 34 of Listing Obligation andDisclosure Requirements Regulations Act 2015 with Stock Exchanges is included in the thisBoard Report.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCTUNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company. The Board has also formulatedand adopted "Code of Conduct for Prohibition of Insider Trading" (Code ofConduct) of the Company as prescribed under Regulation 9 of the said Regulations.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company neither had any Subsidiaries nor Joint Ventures nor Associate Companies.

DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT U/S 143 OF THE COMPANIES ACT 2013

The Company has not been encountered with any fraud or fraudulent activity during theFinancial Year 2017-2018.

LISTING AT STOCK EXCHANGES

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd.(BSE) . The Company has not paid the annual Listing Fee for the financial year 2017-18 toBombay Stock Exchange Ltd.

DIRECTORS AND KEY MANAGERIAL PERSON

S.no DIRECTOR NAME DIN/PAN DESIGNATION
1. Sangeeta Neema 01871324 Managing Director
2. Indrakumar Mahajan 05152196 Independent Director
3. Jay Kishan Nema 06749729 Director

BOARD MEETINGS FOR THE FINANCIAL YEAR 2017-18

During the year under review the Board of Directors of the Company meets five times ina year and the Details of their composition and meetings are as follows: i). BoardComposition:

Name Category Designation
1. Smt. Sangeeta Neema Executive/ Non Independent Managing Director
2. Mr. Jay Kishan Nema Non-Executive/ Non Director
Independent
3. Mr. Indrakumar Mahajan Non-Executive/ Independent Director

ii). Board Meetings for the financial year 2017-18 are as follows:

Date Directors entitled to Attend Directors Attended No. of Directors attended last AGM
21/04/2017 5 5 5
26/06/2017 5 5
19/08/2017 5 5
15/10/2017 5 5
23/12/2017 5 5
01/03/2018 3 3

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance.Board committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by (SEBI") under Regulation 4 ofListing Obligation & Disclosure Regulations Act 2015. The performance of the Boardwas evaluated by the Board after seeking from the committee members on the basis of thecriteria such as the composition of committees effectiveness of committee meetings etc.The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings. In addition the Chairman wasalso evaluated on the key aspects of his role.

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 views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

COMMITTEE MEETINGS FOR THE FINANCIAL YEAR 2017-18

a). AUDIT COMMITTEE MEETINGS

During the year under review the Members of the Audit Committee meets four times in ayear. Ms. Sangeeta Neema is being appointed as the Chairman of the Audit CommitteeMeetings. The details and composition of the Audit Committee and the Meetings of the AuditCommittee are as follows are as follows: i). Audit Committee Composition:

Sr. No. Name Category Designation
1 Mr. Sangeeta Neema Non-Executive/ Non Independent Member
2 Mr. Jay Kisan Nema Non-Executive/ Non Independent Member
3 Mr. Indrakumar Mahajan Non-Executive/ Independent Chairman

 

ii). Audit Committee Meetings:
Date Directors entitled to Attend Directors Attended
26/06/2017 3 3
2/07/2016 3 3
26/10/2016 3 3
19/01/2017 3 3

b). NOMINATION & REMUNERATION MEETINGS FOR THE FINANCIAL YEAR 2017-18

During the year under review the Members of the Nomination & Remuneration Committeemeets one time in a year. Mr. Sangeeta Neema is being appointed as the Chairman of theNomination & Remuneration Committee Meetings. The details and the Composition of theNomination & Remuneration committee Meetings are as follows:

i). Nomination & Remuneration Committee Composition:

Name Category Designation
1 Mrs. Sangeeta Neema Managing/Executive/ Director Member
2 Mr. Jay Kisan Nema Non-Executive/ Non Independent Member
3 Mr. Indrakumar Mahajan Non-Executive/ Independent Chairman

ii). Nomination & Remuneration Committee Meetings:

Date Directors entitled to Attend Directors Attended
21/08/2017 3 3

Remuneration Policy:

The Remuneration Policy of the Company for managerial personnel is primarily based onthe following criteria: i). Performance of the Company ii). Track record potential andperformance of individual managerial personnel. iii). External competitive environment.

c). STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS FOR THE FINANCIAL YEAR 2017-18

During the year under review the Members of the Stakeholders Relationship Committeemeets four times in a year. Mrs. Sangeeta Neema is being appointed as the Chairman of themeeting. The details and composition of the Nomination & Remuneration CommitteeMeetings are as follows:

i). Stakeholders Relationship Committee Meetings Composition are as follows:

Sr. No. Name Category Designation
1 Mr. Bharat Neema Non-Executive/ Independent Chairman
2 Mr. Jay Kisan Nema Non-Executive/ Independent Member
3 Mr. Indrakumar Mahajan Non-Executive/ Independent Member

ii) Stakeholders Relationship Committee Meetings:

Date Directors entitled to Attend Directors Attended
21/05/2016 3 3
26/07/2016 3 3
26/10/2016 3 3
19/01/2017 3 3

ACKNOWLEDGEMENT

Yours Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andworkers of the company

For and on behalf of the Board of Directors
SHABA CHEMICALS LIMITED

 

S/d-
S/d-
PLACE: INDORE Jay Kisan Nema SANGEETA NEEMA
DATE: 04rth SEPTEMBER 2018 DIRECTOR DIRECTOR
DIN: 06749729 DIN: 0 1871324