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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 28th Annual Report along with theAudited Accounts for the financial year ended March 31 2019.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2018-2019 as compared to theprevious financial year is given below:

(Figures in Lacs)
Particulars F.Y. 2018 2019 F.Y. 2017 2018
Revenue from Operation - -
Revenue from other Income - 3.27
Total Revenue - 3.27
Profit before Dep. & Int. - (6.41)
Depreciation - -
Interest - -
Profit after Depreciation & Interest (28.81) (6.41)
Provision for Taxation - -
Provision for Tax (deferred) - -
Provision for Taxation for earlier year - -
Profit/ Loss after Tax (28.81) (6.41)
EPS (0.53) (0.12)

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. Themain reason of occurring losses is due to day to day routine Expenses. The management ofthe Company wants to revive the Company and 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.

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)Rules 2014.

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(6) of the Companies Act 2013 Shri Kalpesh RameshchandraKhokhani retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board has recommended his reappointment.

Pursuant to the provisions of Section 161(1) of the Companies Act 2013 and Companies(Appointment and Qualifications of Directors) Rules 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timewith the Companies (Appointment and Qualification of Directors) Rules 2014 theappointment of Mrs Neeta Jitesh Khokhani be and is hereby confirmed as Director of theCompany who has been appointed as a Women Director under Non-Executive Category.

The Board appointed Mr. Jitesh Khokhani is as Chief Financial Officer of the Companyw.e.f. 19.06.2018.

Ms. Surbhi Inani Company Secretary KMP and Compliance Officer of the Company resignedfrom the services of the Company. The resignation was effective 13 June 2019.

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.

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 31st March2019 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 2019 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.

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.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL 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 evaluation framework for assessing the performance of directors of your companycomprises of contribution at meetings strategies perspective or inputs regarding thegrowth and performance of your company among others.

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.

Details of program for familiarization of Independent directors of the company areaccessible on yours company website at https://shamrockindustrial.files.wordpress.com.

STATUTORY AUDITORS:

M/s. R. Soni & Co. Chartered Accountants having Registration No. 130349W who areStatutory Auditors of the Company hold office up to 31st Annual General Meeting and arerecommended for re-appointment for conducting audit the accounts of the Company up toFinancial Year 2019-20. 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 are made in conformity with the law and limits specified under the Act.

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.

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 2018-19. 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 2018-19 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 FinancialOfficer and Internal Auditor is that the Company is in to non-operation since a decade andthat the company has no business transactions. However company will appoint the InternalAuditors and CFO once the company will start operations. However currently the Managementkeep check on the internal controls and risk of the company upon guidance of statutoryauditors of the company.

The Company was looking for the woman director to fillintermittent vacancy caused due to demise of Late Smt. Snehlata Khokhani w.e.f. 19.03.2019who met the requirement of the Company. In fact despite of many endeavor of the companythe company could not find any women director and consequently appointed Mrs. Neeta JiteshKhokhani as a women Director w.e.f. 14.11.2018.

The Company is regular in filling of various forms withthe Registrar of Company Mumbai the Company will file the Form MGT-7 for F.Y. 2014-15and 2015-16 in due course of time. The main reason for pending filling was mainly due tooversight only.

The company has granted the loans to certain party is thegroup company only and that's why company had not charged any interest as company hasalso borrowed funds from group company without bearing interest.

The promoters have begun to dematerlised their holdingand almost 65.43% of the promoters' holdings are in demat form. The main reason for delayin dematerlisation of shareholding is only due to administrative delay in opening dematsaccounts by the Depository Participants and Suspension of trading in the scrip of theCompany. The promoters have informed that they will demat the balance holding beforecompletion of this year.

It's a matter of fact that the trading in the scrip ofthe Company had been suspended by the Exchange due to non-compliances. The Company isunder process of making good of said defaults. The Company had already made applicationfor revocation of suspension of trading with the exchange with all pending dues and fees.The Management is glad to inform you that the Company has already received In-principleapproval from the Exchange for the revocation of Suspension vide its letter dated22.03.2019. The management is highly optimistic that the suspension will be revoked thisyear.

The Company is non-operative since few years and the sizeof the Company is very small as compared to its peer group companies; the Company has alsoestablished Risk Management Policy in place to mitigate unforeseeable risks and frauds.The management things that Company has adequate internal control system commensurate withthe size of the Company and the Statutory Auditor also conduct test audit on quarterlybasis and submit the limited review certificate and draws the attention of the managementon concerned matters. However the Management also ensures to strengthen the InternalControl System of the Company and will shortly appoint the Internal Auditor for conductingperiodic internal audit in compliance of Section 138 of Companies Act 2013.

The Company is very much regular and compliance in termsof making timely disclosures and filing with concerned regulatory. However as far asnon-submission of newspaper publication made by the company to the exchange during theyear under review as required under regulation 47(1) of SEBI (LODR) Regulation 2015 isconcerned we would like to inform that all required newspaper publication has been givenby the Company in papers and are also uploaded to the website of the company and are inrecords with the company in respective file. However the same has not been forwarded tothe exchange. As the all publications are already made available to stakeholders at largeon company's website.

It is a matter of fact that company has made some dealyin filing of few documents and report to the exchange in give time under LODR Regulation2015 the reason being the Exchange has suspended the listing portal facility for filinginformation by the company to the exchange for the part of the year due to which companycouldn't uploaded the reports and infortion to the exchange on listing portal andsubmitted through email for good practice.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has obtained a Certificate from M/s. Pankaj Trivedi & Co. confirmingthat no Directors on the Board of the Company have been debarred or disqualified frombeing appointed or continuing as Directors of Companies by the SEBI / Ministry ofCorporate Affairs or any such statutory authority is annexed to this report.

SHARE CAPITAL:

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 2019.

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 withRegulation 34 and Schedule V of SEBI (LODR) Regulations 2015 report on the CorporateGovernance along with a certificate from the Statutory Auditors of the Company oncompliance with the provisions is annexed and forms part of the Annual Report for theyear.

The reporting requirements under regulation 17 to 27 of the SEBI (LODR) Regulations2015 is not mandatory for the Company as during the year under review the Paid Up Capitaland Net Worth of the Company is below 10 crores and 25 Crores respectively. Its to informthat Company is voluntarly compling the provision of Corporate Governance Report. Thoughthe Company has submitted Corporate Governance Report under regulation 27(2) during theyear yet company opted to claim exemption for conducting audit of the Company as requiredunder new Regulation 24A of the SEBI (LODR) Regulatio 2015.

The Board deceided and submitted Non-Applicablity certificate from the quarter endedJune 2019.

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 Year2018-19 forms part of the Corporate Governance Report.

SHIFTING OF REGISTERED OFFICE

During the year under review the Registered office of the Company was shifted from 146Takai Adoshi Road Village Dheku Tal. Khalapur Dist. Raigad - 410203 Maharashtra to 83E Hansraj Pragji Building Off: Dr. E. Moses Road Worli Mumbai 400018 Maharashtra witha view to improve operational efficiency and Board took the members approval at 27thAnnual General Meeting of the Company for said shfting.

POSTAL BALLOT:

No postal ballot was held during the year 2018-2019 .

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.

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. The Company hasalso paid all outstanding Annual Listing fees from F.Y. 2010 to 2019. The Company has paidlisting fee for F.Y. 2019-20.

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 2018-19 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2018-19 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 theFinancial year2018-19 Ratio of remuneration of each Director to medianremuneration ofemployees
1 Kalpesh Khokhani - (Chairman &Director) Nil Nil Nil
2 Kamlesh Khokhani - (Managing Director) Nil Nil Nil
3 Ketan Parikh Nil Nil Nil
4 Neeta Jitesh Khokhani Nil Nil Nil
5 Bhibhutinarayan Shribastak Nil Nil Nil
6 Jitesh Khokhani Nil Nil Nil
7 Surbhi Inani - (Company Secretary) 360840 380840 1

• There was only 1 employee on the roll of Company as on March 31 2019.

• The median remuneration of employees of the Company during the financial yearwas Rs. 3.80 Lakhs.

• Remuneration as shown above comprises of Salary Leave Salary Bonus LeaveTravel Assistance Medical Benefit House Rent Allowance Perquisites and Remuneration onCash basis

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 policyin accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) 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 2018-19 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates. The Board has laid down a code of conductfor Board members & Senior Management Personnel as per Regulation 17 & 26 (3) ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 & has beenposted 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 2019.

PREVENTION OF INSIDER TRADING:

The Company has adopted an Insider Trading Policy to regulate monitor and reporttrading by insiders under the SEBI

(Prevention of Insider Trading) Regulation 2015 and the same is available on theCompany's websitehttps://shamrockindustrial.files.wordpress.cominsidertradingpolicy-_-shamrock1.pdf. Thispolicy also includes practices and procedures for fair disclosures of unpublishedprice-sensitive information initial and continual disclosures.

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 2018-19 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.

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) (Managing Director) Date: 14/08/2019

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