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Shamrock Industrial Co Ltd.

BSE: 531240 Sector: Others
NSE: N.A. ISIN Code: INE022F01015
BSE 05:30 | 01 Jan Shamrock Industrial Co Ltd
NSE 05:30 | 01 Jan Shamrock Industrial Co Ltd

Shamrock Industrial Co Ltd. (SHAMROCKINDL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 26th Annual Report along with theAudited Accounts for the financial year ended March 31 2017.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2015-2017as compared to theprevious financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2016 2017 F.Y. 2015 2016
Revenue from Operation - -
Revenue from other Income 0.31 154.41
Total Revenue 0.31 154.41
Profit before Dep. & Int. - -
Depreciation - -
Interest - -
Profit after Depreciation & Interest (5.57) (204.14)
Provision for Taxation - -
Provison for Tax (deferred) - -
Provision for Taxation for earlier year - -
Profit/ Loss after Tax (5.57) (204.14)
EPS (0.103) (3.76)

HIGHLIGHTS:

Your Company's main activity is cornered in to dealers and manufacturing ofpharmaceutical products and services. Since few years your Company is non operative. Theother income is nothing but the written off balance of creditors of the Company and themain reason of occurring losses is due to written off balances with trade receivables andlong term loans and advances of the Company.

The management of the Company hereby very optimistic regarding performance of theCompany in future and taking every steps and making every efforts to turn the Company into profitable organization

DIVIDEND:

During the year the company incurred losses; your directors have not recommended anydividend on Equity Shares for the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES

In the view of continuous losses no fund was transferred to General Reserve.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year was as per the provisions of Regulation 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 read with the Companies Act 2013.

Your Directors proposed to appoint Shri Kamlesh Khokhani as Managing Director of theCompany w.e.f 22ndAugust 2017 for five year subject to approval of themembers at ensuing general meeting.

Pursuant to Section 152 of the Companies Act 2013 Shri Kalpesh RameshchandraKhokhaniretires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board has recommended his reappointment.

The Board has inducted Shri Ketan Bhupendrabhai Parikh and Shri BibhutinarayanShribastak Ramlaish as additional Directors of the Company w.e.f 10thApril2017 who holds office till ensuing Annual General Meeting and in respect of whom noticeas required under section 160 of the Companies Act 2013 has been received from the membersproposing their candidature ship.

Shri Chandrakant Chokshi and Shri Jayendra Sheth have tendered their resignation w.e.f10thApril 2017. The Board appreciates their valuable and long term associationwith the Company.

As required under Regulation 36(3) of the LODR Regulation 2015 with the stockexchanges the information on the particulars of Directors proposed for appointment/reappointment has been given in the notice of annual general meeting.

Shri Dhiraj Pedamkar Chief Executive Officer of the Company also tendered hisresignation due to his pre-occupations w.e.f 22ndAugust 2017. The Board hasplaced their sincere appreciation to Shri Dhiraj Pedamkar for having association withCompany for more than two and half years.

The Board has appointed Ms. Surbhi Inani Company Secretary as a Compliance office ofthe Company in Compliance of Regulation 6 of the LODR Regulation 2015 and Section 203 ofthe Companies Act 2013 w.e.f 10thApril 2017.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your Directors' state that:

a) In the preparation of the annual accounts for the financial year ended 31stMarch2017 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2017 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz.Shri Ketan BhupendrabhaiParikh and Shri Bibhutinarayan Shribastak Ramlaish have affirmed that they continue tomeet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation 2015in respect of their position as an "Independent Director" of Shamrock IndustrialCompany Limited.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as AnnexureI to this Report.

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

The Board as a whole was evaluated on various parameters like Board Composition &Quality Board Meetings and Procedures adherence to the Code of Conduct etc. Based oneach of the parameter the Board of Directors formed an opinion that performance of Boardas a whole has been outstanding.

STATUTORY AUDITORS:

M/s. R. Soni & Co. Chartered Accountants having Registration No. 130349W who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for re-appointment to audit the accounts of the Company for theFinancial Year 2017-18. As required under the provisions of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. R. Soni & Co. thattheir appointment if made would be in conformity with the limits specified in the saidSection.

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY STATUTORY AUDITORS:

M/s. R. Soni &Co.Practicing Chartered Accountant in his Independent AuditorReport for financial year 2015-16 have drawn the attention of the management on somematters in connection with the same management herewith give the explanation for the sameas follows:

• As far as Income Tax Demand of Rs.5908/- for A.Y. 1997-98 is already paidhowever paid challan effect is yet to be given by department.

• Income Tax Demand of Rs.534322/- for A.Y. 1998-99 passed by ITO u/s 143(1) isconcerned the same is pending due to ITAT appeal order effect dated 29/06/2012 not givenby the department.

• Income Tax Demand of Rs.352223/- for A.Y. 2008-09 passed by ITO u/s 143(1) isconcerned the same is yet to be paid.

• As far as Income Tax Demand of Rs.4315030/- for A.Y. 2013-14 vide assessmentorder passed by ITO u/s 143(3) is concerned the Company has preferred appeal against thesaid order and management is having an opinion that said demand order is likely to bedeleted.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Pankaj Trivedi & Co. Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report as receivedfrom M/s. Pankaj Trivedi & Co. is appended to this Report as Annexure II.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECRETARIAL AUDITORS:

M/s. Pankaj Trivedi & Co. Company Secretary in Practice in his Secretarial AuditReport for financial year 2016-17 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in his report. In connection withthe same management herewith give the explanation for the same as follows:

• It's a matter of fact that the trading in the scrip of the Company had beensuspended by the Exchange due to non-compliances. The Company is under process of makinggood of said defaults very soon. The Company has already made application for revocationof suspension of trading and soon application will be filed with the exchange. Themanagement is highly optimistic that the suspension will be revoked very soon.

• The Company is non-operative since few years and the size of the Company is verysmall as compared to its peer group companies; the Company has also established RiskManagement Policy in place to mitigate unforeseeable risks and frauds. The managementthings that Company has adequate internal control system commensurate with the size of theCompany and the Statutory Auditor also conduct test audit on quarterly basis and submitthe limited review certificate and draws the attention of the management on concernedmatters. However the Management also ensures to strengthen the Internal Control System ofthe Company and shortly appoint the Internal Auditor for conducting periodic internalaudit in compliance of Section 138 of Companies Act 2013.

• The Company will comply with the Annual Filing of previous year in due course oftime.

• The Company has appointed Ms Surbhi Inani as Company Secretary as a ComplianceOfficer of the Company during the year under review as required pursuant to Section 203 ofthe Companies Act 2013 and Regulation 6 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

• The Company will soon appoint an Internal Auditor in terms of Section 138 ofIndian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014.

• The Company has proposed the appoint Shri Kamlesh Khokhani as a ManagingDirector to the members at ensuing Annual General Meeting

• The Company has passed the resolution as required under section 128 of theCompanies Act 2013 for maintenance of Books of Accounts and other relevant papers atplace other that its registered office as the Company maintains its Books of Accounts andother relevant papers at its corporate/administrative office.

• The promoters has began to dematerlised their holding and by the end of thisyear complete holding of the Promoters will be in demat form.

• The function website of the company hosts the required data.

• Since the Company is suspended since last 7 year and there are no changes inpromoter holding since last disclosures made Company promoters did not filed disclosuresas required under regulation 30(2) of the SEBI Substantial Acquisition of Shares andTakeovers) Regulation 2011.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2015-16 forms part of the Corporate Governance Report.

POSTAL BALLOT:

No postal ballot was held during the year 2016-2017 .

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988 on conservation of energy and Technology absorption are notapplicable.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only. As the Exchangehad suspended the trading in the scrip of the Company since 2010 due to non-complaincesthe Company has not paid the necessary Listing fees form 2010 to 2017. However the Companyhas already made an application to the Bombay Stock Exchange for In-Principle approval forthe revocation of suspension of trading and making costant follow ups with the exchangeand the Management is hoping that the trading in the scrip will get resume during F.Y.2017-18.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are as under. The disclosures as specified under Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thepercentage increase in remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2016-17 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2016-17 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

Sr. No Name of Director/KMP Remunerati on Received (In Rs. Lakh) % increase in Remuneration in theFinancial year2015-16 Ratio of remuneration of eachDirector to medianremuneration ofemployees
1 Kalpesh Khokhani - (Managing Director) Nil Nil Nil
2 Kamlesh Khokhani - (Director) Nil Nil Nil
3 SnehlataKhokhani - (Director) Nil Nil Nil
4 Chandrakant Chokshi - (Director) Nil Nil Nil
5 Jayendra Sheth - (Director) Nil Nil Nil
6 Dhiraj Pedamkar - (Chief Financial Officer) Nil Nil Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.

During the financial year 2015-16 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2016-17 no cases in the nature of sexual harassment werereported at any workplace of the Company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements and Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2015-16 till the date of this report. Further there was nochange in the nature of business of the Company.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.

FOR &ON BEHALF OF THE BOARD

Sd/- Sd/-
Kalpesh Khokhani Kamlesh Khokhani Place: Mumbai
(Director) (Director) Date: 22/08/2017