For The Financial Year 2016-17
Dear Members
Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2017.
• Financial Performance of the Company
(Amount in Rs.)
| Particulars | 2016-17 | 2015-16 |
| Profit/(Loss) Before Tax & Provision | 366603 | 143161 |
| Less: Provision For Tax | 110962 | 44237 |
| Profit After Tax | 255641 | 98924 |
| Add: Profit/(Loss) Brought Forward From Previous Year | (354144) | (453068) |
| Profit/(Loss) Carried Forward | (98503) | (354144) |
| Basic/ Diluted Earnings Per Share | 0.08 | 0.03 |
• Brief description of the Company's working during the year/State of Company'saffair
Our Company acts as buyers sellers Suppliers Investor Trader or consumer andhousehold goods and slowly spreads its wings to the Investment company and invest in andacquire or otherwise deals in shares debentures bonds obligations and securitiesissued/guaranteed by Government state Dominion in India or elsewhere. The Company isalso into Primary business is trading in Sarees having a wide variety of fabrics anddesigns.
• Dividend
The Directors have not recommended any dividend for the financial year 2016-17.
• Reserves
No amount was transferred to the Reserves during the year.
• Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
• Change in the nature of business if any
The Company has not changed its nature of business during the year.
• Post Balance Sheet Events
No material changes and commitments which can affect the financial position of theCompany occurred between the end of the financial year of the company and the date of thisreport.
• Internal Financial Control Systems and their Adequacy
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
• Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary Joint Venture and Associate Company as on31st March 2017.
• Deposits
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
• Statutory Auditors
M/s JSA & Associates Chartered Accountants Statutory Auditors of the company hasconducted statutory audit for the current financial year 2016-17. Their tenure ofappointment shall cease in the upcoming Annual General Meeting and therefore a new auditorshall be appointed.
• Auditors' Report
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport are annexed.
• Secretarial Audit Report
The Secretarial Audit Report has been given by Shruti Agarwal PracticingCompany Secretary and there is no qualification reservation or adverse remark ordisclaimer made by the company secretary in the secretarial audit report.
• Share Capital
Issue of equity shares with differential rights: The Company has not issued any ofits securities with differential rights during the year under review.
Buy Back of Securities: The company has not bought back any of its securitiesduring the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan: The Company hasneither issued sweat equity or bonus shares nor has provided any stock option scheme tothe employees.
Preferential Issue of Capital: The Company has not made any preferential issueduring the current financial year.
• Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT - 9) and isattached to this Report.
• Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section I34(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
• Directors
A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution ofthe Board of Directors passed at its meeting.
| Date of Board Meeting | Name | Brief particulars of the change |
| 30/03/2017 | Deepak Diwan Bachwani | Appointed as an Additional Executive Director |
| 21/04/2017 | Chetan Sharma | Ceased from the post of Director. |
| 21/04/2017 | Kushal Damodar Vaishnav | Appointed as an Additional Executive Director |
B) Declaration by an Independent Director(s) and re- appointment
Mr. YASH KISHORE SARAOGI & Mrs. SONAM SHARMA Independent Directors of the Companyhave confirmed that they fulfilled all the conditions of the Independent Directorship aslaid down in sub-section (6) of Section 149 of the Companies Act 2013 and therules made there under and the same have been noted by the Board.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non- Independent Directors and the chairman of the company taking into account theviews of the Executive Directors and Non- Executive Directors assessing the qualityquantity and timeliness of flow of information between the company management and theBoard and also to review the overall performance of the Board. The meeting of the companywas held on 12/11/2016 wherein the performance of the Board as a whole was evaluated.
• Number of meetings of the Board of Directors
Five Meetings of the Board of Directors were held during the financial year 2016-17.These were held on the following dates:
i) 23/05/2016
ii) 10/08/2016
iii) 12/11/2016
iv) 02/02/2017
v) 30/03/2017.
• Committees of the Board:
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholder's Relationship Committee. A detailed note onthe composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.
• Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.
• Details of establishment of vigil mechanism for directors and employees
The Company has adopted the whistle blower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics.
• Order of Court
The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.
• Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
• Particulars of Loans Guarantees or Investments
The provisions with respect to Loans guarantees or Investments as per section 186 ofthe Companies Act 2013 are complied with.
• Particulars Of Contracts Or Arrangements With Related Parties
Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2016-17.
• Managerial Remuneration
The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.
• Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.
• Corporate Governance Certificate
The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 and theManagement Discussion and Analysis Report has been annexed with the report.
• Risk management policy
The company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
• Familiarization Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 your Company is requiredto conduct the Familiarization Programme for Independent Directors (IDs) to familiarisethem about their roles rights responsibilities in your Company nature of the industryin which your Company operates business model of your Company etc. through variousinitiatives.
• Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat—
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 and loss of the company for that period;
(c) 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;
(d) the directors have prepared the annual accounts 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 were operatingeffectively and
(f the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
• Acknowledgements
Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.
For Shailja Commercial Trade Frenzy Limited
| Vijay Kumar Sharma | Deepak Diwan Bachwani |
| Managing Director | Director |
| Din: 06614466 | Din: 05302407 |
| Place: Kolkata | |
| Date: 23/05/2017 | |
