Your Directors have pleasure in presenting the 27th Annual Report along withthe Audited Accounts for the financial year ended March 31 2018.
Summary of the Company's financial performance for F.Y. 2017-2018 as compared to theprevious financial year is given below:
|Particulars ||F.Y. 2017 2018 ||F.Y. 2016 2017 |
|Revenue from Operation ||- ||- |
|Revenue from other Income ||3.27 ||0.31 |
|Total Revenue ||3.27 ||0.31 |
|Profit before Dep. & Int. ||(6.41) ||(5.57) |
|Depreciation ||- ||- |
|Interest ||- ||- |
|Profit after Depreciation & Interest ||(6.41) ||(5.57) |
|Provision for Taxation ||- ||- |
|Provision for Tax (deferred) ||- ||- |
|Provision for Taxation for earlier year ||- ||- |
|Profit/ Loss after Tax ||(6.41) ||(5.57) |
|EPS ||(0.05) ||(0.103) |
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 balances of the Company and the main reason ofoccurring losses is due to day to day routine Expenses.
The management of the Company wants to revive the Company and very optimistic regardingperformance of the Company in future and taking every steps and making every efforts toturn the Company in to profitable organization.
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.
Pursuant to Section 152 of the Companies Act 2013 Shri Kalpesh Rameshchandra Khokhaniretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. Your Board has recommended his reappointment.
Late Smt Snehlata Khokhani has been passed away during the year under review on 19thMarch 2018. The Board appreciates her valuable association with 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.
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)Rules 2014.
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 thepreparation of the annual accounts for the financial year ended 31st March 2018 theapplicable accounting standards have been followed. b) Accounting policies selected wereapplied consistently. Reasonable and prudent judgments and estimates were made so as togive a true and fair view of the State of affairs of the corporation as at the end ofMarch 31 2018 and of the profit of the Company for the year ended on that date. c) Properand sufficient care to the best of their knowledge and ability for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The Annual Accounts of the Company have been prepared on theongoing concern basis. e) That they have laid down internal financial controlscommensurate with the size of the Company and that such financial controls were adequateand were operating effectively. f) That system to ensure compliance with the provisions ofall applicable laws was in place 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.
As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the details of the familiarization programmers for IndependentDirectors have been detailed out in the Corporate Governance Report forming part of theAnnual Report and are also disclosed on the website of the Company athttps://shamrockindustrial.files.wordpress.com/2016/05/familiarisation-programme-of-independent-directors-_-shamrock.pdf
The details of the meeting of Independent Directors are given in Corporate GovernanceReport forming part of the Annual Report.
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.
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 for their second term for next four years toconduct audit the accounts of the Company up to Financial Year 2021-22. As required underthe provisions of Section 139 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. R. Soni & Co. that their appointment if made would be inconformity with the limits specified in the said Section.
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.
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 2017-18. 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 THE AUDITORS:
M/s. Pankaj Trivedi & Co. Company Secretary in Practice in his Secretarial AuditReport for financial year 2017-18 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:
The main reason for no appointment of Chief Financial Officer and Internal Auditor isthat the Company is in to non-operation since a decade and that the company has nobusiness transactions. However company will appoint the Internal Auditors and CFO once thecompany will start operations. However currently the Management keep check on the internalcontrols and risk of the company upon guidance of statutory auditors of the company.
The Company is regular in filling of various forms with the Registrar of CompanyMumbai the Company will file the Form MGT-14 and MGT-7 for F.Y. 2014-15 and 2015-16 indue course of time. The main reason for pending filling was mainly due to oversight only.
The promoters have begun to dematerlised their holding since last year almost 65%holding in demat. The main reason for delay in dematerlisation of shareholding is only dueto administrative delay in opening demat accounts by the Depository Participants andSuspension of trading in the scrip of the Company. The promoters have informed that theywill demat the balance holding before completion of this year. The company has also maderequisite disclosures as required under SAST regulation as and when required and there wasno change in promoter holding.
It's a matter of fact that the trading in the scrip of the Company had been suspendedby the Exchange due to non-compliances. The Company is under process of making good ofsaid defaults. The Company has already made application for revocation of suspension oftrading with the exchange with all pending dues and fees. The management is highlyoptimistic that the suspension will be revoked this year.
The Company is non-operative since few years and the size of the Company is very smallas compared to its peer group companies; the Company has also established Risk ManagementPolicy in place to mitigate unforeseeable risks and frauds. The management things thatCompany has adequate internal control system commensurate with the size of the Company andthe Statutory Auditor also conduct test audit on quarterly basis and submit the limitedreview certificate and draws the attention of the management on concerned matters. Howeverthe Management also ensures to strengthen the Internal Control System of the Company andwill shortly appoint the Internal Auditor for conducting periodic internal audit incompliance of Section 138 of Companies Act 2013.
During the year under review the Company has not issued any shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares as on March 31 2018.
INDIAN ACCOUNTING STANDARDS (IND AS)
The MCA notified its phase wise roadmap for the adoption of IND AS vide itsnotification dated February 16 2015 announcing the companies (Indian AccountingStandards) Rules 2015 for the application of IND AS. Accordingly your company hasadopted IND AS w.e.f. 01st April 2017.
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 Year2017-18 forms part of the Corporate Governance Report.
No postal ballot was held during the year 2017-2018 .
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.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not had subsidiary joint venture or associate during the year and nocompany has become or ceased to be a subsidiary joint venture or associate of the Companyduring the year.
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.
There is no inflow and outflow of Foreign Exchange.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only. The Company hasalso paid all outstanding Annual Listing fees from F.Y. 2010 to 2019.
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.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Companyis not required to spend any amount towards CSR Expenditure as none of the thresholdslimits as specified in Section 135 is crossed.
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 2017-18 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2017-18 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:
|Sr. No Name of Director/KMP ||Remuneration Received (In Rs. Lakh) ||% increase in Remuneration in the Financial year2017-18 ||Ratio of of each Director median remuneration of employees |
|1 Kalpesh Khokhani - (Chairman &Director) ||Nil ||Nil ||Nil |
|2 Kamlesh Khokhani - (Managing Director) ||Nil ||Nil ||Nil |
|3 Snehlata Khokhani - (Director)* ||Nil ||Nil ||Nil |
|4 Surbhi Inani - (Company Secretary) ||1.82 ||100 ||1.82 |
There were only 4 employees on the role of Company as on March 31 2018.
The median remuneration of employees of the Company during the financial year was Rs.1.82 Lakhs.
Remuneration as shown above comprises of Salary Leave Salary Bonus Leave TravelAssistance Medical Benefit House Rent Allowance Perquisites and Remuneration on Cashbasis
VIGIL MECHANISM/WHISTLE BLOWER POLICY / POLICY FOR PREVENTION PROHIBITION ANDREDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
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. The company has framed policy inaccordance with The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The policy of Whistle Blower Mechanism is available at company'swebsite athttps://shamrockindustrial.files.wordpress.com/2016/05/whistle-blower-policy-_-shamrock-indl1.pdf
During the financial year 2017-18 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.
The Board has laid down a code of conduct for Board members & Senior ManagementPersonnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 & has been posted on the website of the Company athttps://shamrockindustrial.files.wordpress.com/2016/05/code-of-conduct-for-directors-senior-management-_-shamrock1.pdf
All the Board members & Senior Management Personnel have affirmed compliance withthe said code of conduct for the year ended on 31st March 2018.
CEO AND CFO CERTIFICATION:
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015the CEO and CFO Certification are provided in this Annual 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 2017-18 till the date of this report. Further there was nochange in the nature of business of the Company. Further there are no details in respectof frauds reported by auditors under section 143 of the Companies Act 2013.
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 |
|(Chairman &Director) ||(Managing Director) ||Date: 14/08/2018 |