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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 30th AnnualReport along with the Audited Accounts for the financial year ended March 31 2021.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2020-21 ascompared to the previous financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2020 2021 F.Y. 2019 2020
Revenue from Operation - -
Revenue from other Income 0.80 -
Total Revenue 0.80 -
Profit before Dep. & Int. - -
Depreciation - -
Interest - -
Profit after Depreciation & Interest (31.38) (21.95)
Provision for Taxation - -
Provision for Tax (deferred) - -
Provision for Taxation for earlier year - -
Profit/ Loss after Tax (31.38) (21.95)
EPS (0.58) (0.40)

HIGHLIGHTS:

Your Company's main activity is cornered in to dealers andmanufacturing of pharmaceutical products and services. Since few years your Company isnon-operative. The main reason of occurring 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.

DIVIDEND:

During the year the company incurred losses; your directors have notrecommended any dividend 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 GeneralReserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The Company was not required to transfer any amount to unclaimeddividend to investor education and protection fund.

DEPOSITS:

Your Company has not accepted any deposits within the meaning ofSection 73 (1) and 74 of 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 provisionsof Regulation 17 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the Companies Act 2013.

Pursuant to Section 152(6) of the Companies Act 2013 Mr. KalpeshRameshchandra Khokhani (DIN: 00322052) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Your Board has recommendedher re-appointment.

Ms. Pallavi Lakdawala Company Secretary KMP and Compliance Officer ofthe Company had resigned from the services of the Company. The resignation was effective29th June 2020. The Board has appointed Ms. Priyanka Manishbhai Rathod as aCompany Secretary and Compliance Officer of the Company w.e.f. 1st January2021.

During the year under review Board lost Mr. Bibhutinarayan RamlaishShribastak Independent Director of the Company on 17th September 2020 due tohis all of sudden death. The Board members had conveyed their heart fell condolence on allof sudden sad demise of Late Shri. Bibhutinarayan Ramlaish Shribastak.

The Board appointed Ms. Sushmita Swarup Lunkad (DIN: 09044848) as anIndependent Director of the Company w.e.f. 1st January 2021 in place of Late Shri.Bibhutinarayan Ramlaish Shribastak and she also resigned from the Board w.e.f. 22ndJune 2021 due to her preoccupations and Board appointed Mrs. Sonalika Sushant Shrivastav(DIN: 09209953) as an Independent Director of the Company w.e.f. 22nd June2021 in place of Ms. Sushmita Swarup Lunkad to meet the requirement of Act.

None of the Directors are disqualified for appointment/ re-appointmentunder Section 164 of the Act. As required by law this position is also reflected in theAuditors' Report.

As required under Regulation 36(3) of the listing Regulations with thestock exchanges the information on the particulars of Directors proposed forappointment/re appointment has been given in the notice of annual general meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonableand prudent judgments and estimates were made so as to give a true and fair view of theState of affairs of the corporation as at the end of March 31 2021 and of the profit ofthe Company for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

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

e) That they have laid down internal financial controls commensuratewith the size of the Company and that such financial controls were adequate and wereoperating effectively.

f) That system to ensure compliance with the provisions of allapplicable laws was in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz. KetanBhupendrabhai Parikh and Sonalika Sushant Shrivastav 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 DisclosureRequirements) Regulations 2015 the details of the familiarization programmers forIndependent Directors have been detailed out in the Corporate Governance Report formingpart of the Annual 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.

In terms of Regulation 25(8) of SEBI Listing Regulations they haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and that they hold thehighest standards of integrity.

The Independent Directors of the Company have confirmed that they haveenrolled themselves in the Independent Directors' Databank maintained with the IndianInstitute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act readwith Rule 6 of the Companies (Appointment & Qualification of Directors) Rules 2014as amended.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of Section 178of the Act is appended as Annexure I to this Report.

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was completed.

The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

The Board as a whole was evaluated on various parameters like BoardComposition & Quality Board Meetings and Procedures adherence to the Code of Conductetc. Based on each of the parameter the Board of Directors formed an opinion thatperformance of Board as a whole has been satisfactory.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OFITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors ofyour company comprises of contribution at meetings strategies perspective or inputsregarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of thecompany are accessible on yours company website athttps://shamrockindustrial.files.wordpress.com.

STATUTORY AUDITORS:

M/s. R. Soni & Co. Chartered Accountants having Registration No.130349W who are Statutory Auditors of the Company eligible to hold office up to 31stAnnual General Meeting and are recommended for re-appointment for conducting audit theaccounts of the Company up to Financial Year 2021-22. As required under the provisions ofSection 139 of the Companies Act 2013 the Company has obtained written confirmation fromM/s. R. Soni & Co. that their appointment are made in conformity with the law andlimits specified under the Act.

Ministry of Corporate Affairs vide notification dated May 7 2018taken away the requirement of seeking ratification of appointment of statutory auditors bymembers at each AGM. Accordingly no such item will be form a part of notice of the 30thAGM and Company has received

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory andtherefore do not call for any further comments under Section 134 (1) of the Companies Act2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Pankaj Trivedi & Co. Company Secretary in Practice toconduct the Secretarial Audit for the financial year 2020-21. The Secretarial Audit Reportas received from M/s. Pankaj Trivedi & Co. is appended to this Report as AnnexureII.

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

M/s. Pankaj Trivedi & Co. Company Secretary in Practice in hisSecretarial Audit Report for financial year 2020-21 have drawn the attention of themanagement on some the non-compliances which have been marked as qualification in hisreport. In connection with the same management herewith give the explanation for the sameas follows:

The Company is in to non-operation since a decade and the company hasno business transactions. However company will appoint the Internal Auditors 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 observations and remarks made by Secretarial Audit Report areself-explanatory and the Management is striving to comply with all regulatoryrequirements. The Management will make sure that noncompliance will not be made in future.The Management states that none of the reservation / qualification / observation attractsany penalties and have any bearing on the performance of the Company.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

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

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during theyear.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OFFINANCIAL YEAR:

There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within purview of Section 135(1) of theCompanies Act 2013.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was held on 30th March2021

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times during the financial year on 29.06.202025.08.2020 12.11.2020 and 12.02.2021. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have subsidiary Join Venture & AssociateCompanies as on March 31 2021.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased subsidiariesJoint Ventures or Associate Companies during the year.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above Rules are as under. The disclosures as specifiedunder Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The percentage increase in remuneration of each Director Chief FinancialOfficer and Company Secretary during the financial year 2020-21 ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year 2020-21 and the comparison of remuneration of each Key Managerial Personnel(KMP) against the performance of the Company are as under:

Sr. No Name of Director/KMP Remuneration Received (In Rs. Lakh) % increase in Remuneration in the Financial year 2020-21 Ratio of remuneration of each Director to median remuneration of employees
1 Kalpesh Khokhani Nil Nil Nil
(Chairman &Director)
2 Kamlesh Khokhani Nil Nil Nil
(Managing Director)
3 Ketan Parikh Nil Nil Nil
(Independent Director)
4 Neeta Jitesh Khokhani Nil Nil Nil
(Non-Executive Director)
5 Bhibhutinarayan Shribastak Nil Nil Nil
(Independent Director ceased w.e.f. 17.09.2020)
6 Sushmita Swarup Lunkad Nil Nil Nil
(Independent Director resigned w.e.f. 22.06.2021)
7 Jitesh Khokhani Nil Nil Nil
(Chief Financial Officer)
8 Pallavi Lakdawala Company Secretary 0.30 N.A. 0.67
(Regn w.e.f. 29.06.2020)
9 Priyanka Rathod Company Secretary 0.45 Nil 1
(Appt w.e.f 01.01.2021)

There were only 2 employees on the roll of Company during F.Y endingMarch 31 2021.

The median remuneration of employees of the Company during thefinancial year was Rs. 0.45 Lakhs.

Remuneration as shown above comprises of Salary Leave Salary BonusLeave Travel Assistance Medical Benefit House Rent Allowance Perquisites andRemuneration on Cash basis. Relationship between average increase in remuneration andCompany performance. The total remuneration did not increase during 2020-21; However thewas no income from operation during the year and previous year. Comparison of Remunerationof the Key Managerial Personnel(s) against the performance of the Company: The totalremuneration of the Key Managerial Personnel(s) did not increase in 2020-21; whereas lossincurred was Rs. (31.38) lakhs as compared to a loss of Rs.(21.95) lakhs in 2019-20.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework inplace commensurate with the size of the Company. However Company is trying to strengthenthe same. 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.

ADEQUACY OF INTERNAL CONTROLS:

The Company has in place adequate internal financial controls withreference to financial statements. During the year under review such controls were testedand no reportable material weakness in the design or operation was observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) as prescribed in Form AOC - 2 are appended as AnnexureIII.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) ofthe Act read with Rule 12 of Companies (Management and Administration) Rules 2014 anextract of Annual Return in prescribed Form MGT-9 is given in the Report as AnnexureIV. It is also uploaded on the website of the Company.

POSTAL BALLOT:

No postal ballot was held during the year 2020-21 .

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or provided any guarantees orsecurity to the parties covered under Section 185 of the Act. The Company has compliedwith the provisions of Section 186 of the Act in respect of the investments made.

Details of the Loans Investments and Guarantee covered under theprovisions of Section 186 of the Companies Act 2013 (Act) has been given under notesforming parts of the Accounts and same will be produced for verification to the members atthe registered office of the Company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988 on conservation of energy and Technologyabsorption are not applicable.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

CODES OF CONDUCT:

The Board of Directors of the Company has laid down required Codes ofConduct. It has also adopted Code for Independent Directors as per Schedule IV of theCompanies Act 2013. All Board members including Independent Directors and SeniorManagement Personnel have affirmed compliance with the respective Codes of Conduct for theyear under review. The Code of Conduct is available on the Company's website.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &ANALYSIS:

Since the Company is falling within the criteria of Regulation 15 (2)of SEBI (Listing Obligation & Disclosure) Regulations 2015. Therefore CorporateGovernance requirement prescribed under SEBI (Listing Obligation & Disclosure)Regulations 2015 are not applicable to the Company as on March 31 2021.

A report on Management Discussion and Analysis for the year underreview is annexed and forms a part of this report.

COMMITTEES OF THE BOARD:

The Board Committees focus on specific areas mentioned in their termsof reference and make informed decisions within the authority delegated to them. EachCommittee of the Board is guided by its terms of reference. The Committees also makespecific recommendations to the Board on various matters required. All observationsrecommendations and decisions of the Committees are placed before the Board for itsinformation or approval. All the minutes of committee meetings are placed before the Boardfor its noting.

The Company has following Committees of the Board namely Auditcommittee Nomination and Remuneration committee Stakeholder's RelationshipCommittee which enables the Board to deal with specific areas / activities that need acloser review and to have an appropriate structure to assist in the discharge of theirresponsibilities. The Board Committees meet at regular intervals and ensure to perform theduties and functions as entrusted upon them by the Board.

Composition of the Board

As on 31st March 2021 the Company's Board of Directors comprisedof five Directors of which two are Non-Executive and Independent Directors Viz. Mr. KetanBhupendrabhai Parikh and Ms. Sushmita Swarup Lunkad; two are Non-Executive Directors Viz.Mr. Kalpesh Rameshchandra Khokhani and Mrs. Neeta Jitesh Khokhani and one is ExecutiveDirector Viz. Mr. Kamlesh Khokhani is the Managing Director. The Board also met therequirement of Woman Director as prescribed under Listing Regulations 2015. Ms. PriyankaRathod is the Company Secretary cum Compliance officer of the Company.

The Board has received confirmation from the Non- Executive andIndependent Directors that they qualify to be considered as independent as per thedefinition of ‘Independent Director' stipulated in Regulation 16 (1)(b) of theListing Regulations and Section 149(6) of the Companies Act 2013 (hereinafter called"the Act"). None of the Directors of the Company is related to each other.

None of the Directors hold directorships in more than 20 companies.Further any individual director's directorships in public companies do not exceed10. None of the Directors is serving as a member of more than ten committees or as theChairman of more than five committees across all the public companies of which he is aDirector. The number of directorships and committee Chairmanships/Memberships held by theDirectors in other public companies as on March 31 2021 are given below:

Sr. No. Name of Director / KMP Category No. of other Directorship No. of Eq. shares held in Co. Member/ Chairperson of the committee
Member Chairman
1 Kamlesh Khokhani Managing Director 2 176203 2 -
2 Kalpesh Khokhani Non-Executive Director 2 248118 - -
3 Neeta Jitesh Khokhani Non-Executive Director - - 2 -
4 Ketan Parikh Independent Director - - 2 2
5 Sushmita Swarup Lunkad Independent Director - - 2 -
6 Jitesh Khokhani Chief Financial Officer 4 109203 - -
7 Pallavi Lakdawala* Company Secretary - - - -

Directorships mentioned as above do not include directorships ofPrivate Limited Companies companies under Section 8 of the Act and of companiesincorporated outside India.

Positions in only the Audit Committee and Stakeholders'Relationship Committee are considered for the purpose of reckoning the number ofChairmanships and Memberships held by the Directors.

None of the Non-Executive Independent Directors has any materialpecuniary relationship or transactions with the Company other than the commission andsitting fees received by them for attending the meetings of the Board and its Committee(s)and professional fees received by the firm in which a Director is a partner.

The terms of reference for each committee have been clearly defined bythe Board. The minutes of the meetings and the recommendation if any of the committeesare submitted to the Board for their consideration and approval.

The Company has following Committees of the Board. Specific terms ofreference have been laid out for each of them.

AUDIT COMMITTEE AT GLANCE:

In order to align with the provisions of Section 177 of the CompaniesAct 2013 and Listing Regulation with the Stock Exchanges. The terms of reference of theAudit Committee includes the following:

SCOPE AND FUNCTION:

The broad terms of reference of the Audit Committee inter aliainclude:

The terms of reference of the Committee are aligned with the terms ofreference provided under Section 177 of the Companies Act 2013 and Para B of Part D ofSchedule II of the Listing Regulations.

COMPOSITION:

The composition of the audit committee and the details of meetingsattended by its members are given below:

Name Category Number of meetings during the financial year 2020-21
Held Entitle Attended
Ketan Parikh Chairman 4 4 4
Bhibhutinarayan Shribastak # Member 4 2 2
Kamlesh Khokhani Member 4 4 4
Kalpesh Khokhani Member 4 2 2
Sushmita Lunkad * Member 4 - -

The Audit Committee was reconstituted upon death of Late Mr.Bhibhutinarayan Shribastak and Mr. Kalpesh Khokhani was designated as a committee membertill the time of appointment of Sushmita Lunkad as a member of committee.

In all four audit committee meetings were held during the year and thegap between two meetings did not exceed four months. The dates on which the said meetingswere held are as follows: 29.06.2020 25.08.2020 12.11.2020 and 12.02.2021. The necessaryquorum was present for all the meetings.

NOMINATION AND REMUNERATION COMMITTEE AT GLANCE:

During the year under review the terms of reference of Nomination andRemuneration Committee were expanded in order to align them with the provisions of Section178 of the Companies Act 2013 and Clause 49 of the Listing Agreement.

The composition of this Committee is in compliance with therequirements of Section 178 of the Companies Act 2013 Para- A of Part D of Schedule II ofthe Listing Regulations and Regulation 19 of the Listing Regulations.

To formulate criteria for evaluation and evaluate the performance ofevery director including the Independent Directors; To identify and recommend to theBoard in accordance with the criteria as laid down appointment/ reappointment/removal ofthe Executive /Non Executive Directors and the senior management of the Company;

Recommend to the board appointment of key managerial personnel("KMP" as defined by the Act) and executive team members of the Company (asdefined by this committee).

Carry out evaluation of every director's performance and supportthe board and independent directors in evaluation of the performance of the board itscommittees and individual directors. This shall include "formulation of criteria forevaluation of independent directors and the Board" On an annual basis recommend tothe board the remuneration payable to the directors and oversee the remuneration toexecutive team or key managerial personnel of the Company. To monitor and handle any othermatter relating to framing/administration of SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme Guidelines 1999 or any amendments thereof; Any otherfunction as may be mandated by the Board or stipulated by the Companies Act 2013 SEBIStock Exchanges or any other regulatory authorities from time to time. Performing suchother duties and responsibilities as may be consistent with the provisions of thecommittee charter.

COMPOSITION:

The composition of the Nomination & Remuneration Committee and thedetails of meetings attended by its members are given below:

Name Category Number of meetings during the financial year 2020-21
Held Entitle Attended
Ketan Parikh Chairman 1 1 1
Bhibhutinarayan Shribastak # Member 1 - -
Kalpesh Khokhani Member 1 1 1
Neeta Khokhani Member 1 1 1
Sushmita Lunkad * Member 1 - -

The Nomination and Remuneration Committee was reconstituted upon deathof Late Mr. Bhibhutinarayan Shribastak and Mrs. Neeta Khokhani was designated as acommittee member till the time of appointment of Sushmita Lunkad as a member of committee.

The meeting of Nomination and Remuneration committee was held on12.11.2020. The necessary quorum was present at the meetings.

REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31ST MARCH2021:

Name Salary Commission Sitting Fees Contribution to Various Funds Total
Kalpesh Khokhani - - - - -
Kamlesh Khokhani - - - - -
Neeta Jitesh Khokhani - - - - -
Ketan B Parikh - - 1101578 - 1101578
Bhibhutinarayan Shribastak @ - - - - -
Sushmita Swarup Lunkad # - - - - -

Note: @ Ceased w.e.f. 17.09.2020

# Resigned w.e.f. 22.06.2021

None of the other Non-Executive Director holds any shares convertibleinstruments or stock options in the company. As on 31st March 2021 there areno outstanding options granted to any of the Directors of the Company.

STAKEHOLDERS' RELATIONSHIP COMMITTEE AT GLANCE:

Terms of Reference:

In terms of Section 178 of the Companies Act 2013 and the ListingAgreement the Board re-named the then "Investors' Grievance Committee" asthe "Stakeholders' Relationship Committee". The remit of the Committee isto consider and resolve the grievances of the security holders of the Company includingcomplaints relating to transfer and transmission of securities non-receipt of dividendsand such other grievances as may be raised by the security holders from time to time.

The composition of the audit committee and the details of meetingsattended by its members are given below:

Name Category Number of meetings during the financial year 2020-21
Held Entitle Attended
Ketan Parikh Chairman 4 4 4
Bhibhutinarayan Shribastak # Member 4 2 2
Kamlesh Khokhani Member 4 4 4
Kalpesh Khokhani Member 4 2 2
Sushmita Lunkad * Member 4 - -

Note: # Ceased w.e.f 17.09.2020

* Appt w.e.f. 01.01.2021

The Stakeholders' Relationship Committee was reconstituted upondeath of Late Mr. Bhibhutinarayan Shribastak and Mr. Kalpesh Khokhani was designated as acommittee member till the time of appointment of Sushmita Lunkad as a member of committee.

In all four committee meetings were held during the year and the gapbetween two meetings did not exceed four months. The dates on which the said meetings wereheld are as follows: 29.06.2020 25.08.2020 12.11.2020 and 12.02.2021. The necessaryquorum was present for all the meetings.

Details of investor complaints received and redressed during the year2020-21 are as follows:

Opening balance Received during the year Resolved during the year Closing balance
Nil Nil Nil Nil

DISCLOSURES:

During the period there were no transactions materially significantwith Company's promoters directors or management or subsidiaries or their relativesthat may have potential conflict with the interests of the Company at large. Details ofNon-Compliance by the Company penalties strictures imposed on the Company by StockExchanges or any statutory authority on any matter related to capital markets during thelast three years None.

SKILL/ EXPERTISE/ COMPETENCE OF THE BOARD OF DIRECTORS:

The Board comprises qualified members who bring in the required skillcompetence and expertise that allow them to make effective contribution to the Board andits Committees.

The table below summarizes the list of coreskills/expertise/competencies identified by the Board of Directors desired in the contextof the business(es) and sector(s) of the Company for it to function effectively and thoseactually available with the Board:

Skill area Description Number of Directors having particular skills
Financials Expert knowledge and understanding in Accounts Finance Banking Auditing and Financial Control System. 5
Leadership and Strategic Planning Ability to understand organization processes strategic planning and risk management. 5
Experience in developing talent succession planning and driving change and long term growth.
Legal and Governance Ability to protect shareholders' interests and observe appropriate governance practices. 5
Monitor risk and compliance management system including legal framework.
Corporate Governance Experience in developing good governance practices serving the best interests of all stakeholders maintaining board and management accountability building long-term effective stakeholder engagements and driving corporate ethics and values. 5

LISTING OF SHARES:

Equity Shares of the Company are listed on Bombay Stock Exchange onlyand the Company has paid the necessary Listing Fees for the Year 2021-2022. The Companyhas executed a New Listing Agreement with the Bombay Stock Exchange pursuant to SEBI(LODR) Regulation 2015.

SHARE CAPITAL:

During the year under review the Company has not issued any shares.The Company has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares as on March 31 2021.

PREVENTION OF INSIDER TRADING:

The Company has adopted an Insider Trading Policy to regulate monitorand report trading by insiders under the SEBI (Prevention of Insider Trading) Regulation2015 and the same is available on the Company'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 2015 the CEO and CFO Certification are provided in this Annual Report.

PARTICULARS OF SATUTORY AUDITOR:

Total fees for financial Year 2020-21 for all services as mentionedbelow was paid by the Company to the Statutory Auditor and all entities in the networkfirm/network entity of which the statutory auditor is a part.

Payment to auditors Basic GST Gross
Audit Fees 5000/- - 5000
In Other Capacity (Certification) - - -
Total 5000/- - 5000

Total fees for all services paid by the Company to the statutoryauditor are also provided in the Notes to Standalone Financial Statements forming part ofthis Annual Report. The Statutory Auditors have not provided any services to thesubsidiaries of the Company as company don't have subsidiary.

Further Company does not require appointing Cost Auditors.

COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION17 TO 27 AND REGULATION OF LISTING REGULATIONS:

Your Company confirms that Corporate Governance Requirements specifiedin regulation 17 to 27 and clauses (b) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply in respect of - of the Listing Regulations is notapplicable to Company. You Company falls within the ambit of exemption granted vide SEBICircular CIR/CFD/POLICY CELL/7/2014 Dated 15th September 2014.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSEACCOUNT (UNCLAIMED SHARES): NIL

The Company has complied voluntary with all the requirements specifiedin Regulations 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and clause (b) to (i) of sub-regulation (2) of Regulation 46 Thediscretionary requirements as stipulated in Part E of Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 have been adopted to theextent and in the manner as stated under the appropriate headings in the Report onCorporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY / POLICY FOR PREVENTIONPROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has established a vigil mechanism to provide appropriateavenues to the Directors and employees to bring to the attention of the Management theconcerns about behavior of employees that raise concerns including fraud by using themechanism provided in the Whistle Blower Policy. The details of the said Policy areincluded in the Report on Corporate Governance which forms part of the Annual Report. Thecompany has framed policy in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The policy of Whistle Blower Mechanismis available at company's website athttps://shamrockindustrial.files.wordpress.com/2016/05/whistle-blower-policy-_-shamrock-indl1.pdf

During the financial year 2020-21 no cases under this mechanism werereported in the Company and any of its subsidiaries/ associates. The Board has laid down acode of conduct for Board members & Senior Management Personnel as per Regulation 17& 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) 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 affirmedcompliance with the said code of conduct for the year ended on 31st March2021.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION ANDARCHIVAL POLICY:

In accordance with Regulation 30 of SEBI Regulations 2015 the Companyhas framed a Policy on Determination of Materiality for Disclosures to disclose events orinformation which in the opinion of the Board of Directors of the Company are material.Further the Company has an Archival Policy in line with the requirements of SEBIRegulations to ensure that information relating to the Company is adequately disclosed onits web-site as required by law. The Policy have been uploaded on the Company'sweb-site at the following linkhttps://shamrockindustrial.wordpress.com/material-subsidary-related-party-transaction-policy-_-shamrock-2/.

GENERAL BODY MEETING:

a) Location date and time of the Annual General Meetings held duringthe last three years held during the last year are given below:

Financial Year Type of Meeting Location Meeting Date and Time
2019-20 29th AGM 83 E Hansraj Pragji Building Off: Dr. E. Moses Road Worli Mumbai - 400018 30th September 2020 At 11.00 a.m.
2018-19 28th AGM 83 E Hansraj Pragji Building Off: Dr. E. Moses Road Worli Mumbai - 400018 27th September 2019 At 11.30 a.m.
2017-18 27th AGM 146 TakaiAdoshi Road Village Dheku Tal. Khalapur Dist. Raigad 410203 Maharashtra 29th Sep 2018 At 10.30 a.m.

b) No Extra Ordinary General Meeting was held during the year. c) NoPostal Ballot was conducted by during the year.

MEANS OF COMMUNICATION:

Effective communication of information is an essential component ofCorporate Governance. It is the process of sharing information ideas thoughts opinionsand plans to all stakeholders which promotes management shareholder relations. The Companyregularly interacts with its members through multiple channels of communication such asresults announcement annual reports media releases and Company's website andthrough green initiatives.

GENERAL INFORMATION FOR MEMBERS

A. 30th Annual General Meeting:

Day & Date Time Venue
Thursday 30th September 2021 10.30 a.m. 83-E Hansraj Pragji Building Off. Dr. E. Moses Road Worli Mumbai - 400018 Maharashtra

B. Financial Calendar (2020-21)

Particulars Period
Financial Year April 1 2020 to March 31 2021
For consideration of Unaudited/Audited Financial Results
Results for quarter ending June 30 2021 On or before 14th August 2021
Results for quarter ending September 30 2021 On or before November 14 2021
Results for quarter ending December 31 2021 On or before February 14 2022
Results for quarter ending March 31 2022 On or before May 30 2022
Annual General Meeting for the year ending March 31 2022 On or before September 30 2022

C. Book Closure Date

The Company's Share Transfer Books and Register of Members ofequity shares shall remain closed from the 24/09/2021 to 30/09/2021 (both daysinclusive).

D. Share Transfer System

Share transfers in physical form are processed by the Registrar andTransfer Agents Bigshare Services Private Limited and are approved by theStakeholders Relationship Committee of the Company or the authorized signatories of theCompany. Share transfers are registered and returned within 15 days from the date oflodgment if documents are complete in all respects. The depository system handles sharetransfers in dematerialized form.

E. Dividend payment date: Not applicable

F. a) Listing of Equity Shares: Bombay Stock Exchange

b) Listing fees is not paid to the Bombay stock exchange Limited due tosuspension of trading.

G. a) BSE Scrip Code: 531240

b) Demat ISIN Numbers in NSDL & CDSL INE022F01015 for EquityShares

H. Dematerialization of Shares

The Company's shares are available for demat on both thedepositories viz National Securities Depository Ltd. (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). Percentages of Shares held in physical and dematerializedform as on 31st March 2021 are as follows:

Mode No. of Shares % Shares
Physical Form 1525338 28.10%
With NSDL 1624524 29.93%
With CDSL 2278552 41.97%
Total 5428414 100%

I. MARKET PRICE SENSITIVE INFORMATION

The monthly ‘high' and ‘low' closing prices of theshares traded during the period from April 2020 to March 2021 on BSE are given below:

Month High Low Close No. of Shares traded
April 2020 - - - -
May 2020 - - - -
June 2020 - - - -
July 2020 - - - -
August 2020 - - - -
September 2020 - - - -
October 2020 - - - -
November 2020 - - - -
December 2020 - - - -
January 2021 - - - -
February 2021 - - - -
March 2021 - - - -

J. SHAREHOLDING PATTERN OF THE COMPANY AS ON 31ST MARCH 2021

Category No. of Shares held % of Shareholding
A Promoter's Holding
1 Promoters
- Indian Promoters 2333361 42.98%
- Foreign Promoters 0 0
2 Persons acting in concert 0 0.00%
Sub Total 2333361 42.98%
B Non-Promoter's Holding 0 0
3 Institutional Investors 0 0
a) Mutual Funds and UTI 0 0
b) Banks Financial Institutions Insurance Companies 0 0
(Central/State Govt. Institutions/Non-Government Institutions)
C FII's 0 0
Sub Total 0 0
4 Other Cl. Member 30609 0.56%
a) Private Corporate Bodies 17611 0.32%
b) Indian Public 2633587 48.51%
c) NRI's 111400 2.05%
d) Over See Body Corporate 80500 1.48%
e) Trust 86165 1.59%
f) HUFs 135181 2.49%
Sub-Total 3095053 57.02%
Grand Total 5428414 100.00%

K. Distribution of shareholding as on 31st March 2021

No. of Shares held No. of Shareholders % to total Shareholders In Rs. % to total Shares
Up to 500 1251 54.06% 315880 5.82%
5001 1000 579 25.02% 485370 8.94%
1001 - 2000 217 9.38% 353057 6.50%
2001 - 3000 70 3.02% 184759 3.40%
3001 - 4000 41 1.77% 146073 2.69%
4001 - 5000 36 1.55% 173525 3.20%
5001 - 10000 67 2.90% 519456 9.57%
10001 and Above 53 2.29% 3250294 59.87%
TOTAL 2314 100% 5428414 100%

SHARE CAPITAL AUDIT

As required by the Securities and Exchange Board of India (SEBI)quarterly audit of the Company's share capital is being carried out by a PracticingCompany Secretary with a view to reconcile the total share capital admitted with NSDL andCDSL and held in physical form with the total issued and listed capital of the Company.The certificate received from the Practicing Company Secretary is submitted to BSE and isalso placed before the Stakeholder Relationship Committee on a quarterly basis.

SHARE TRANSFER / TRANSMISSION SYSTEM & PROCESS

Transfer of shares in physical form is processed by the Company'sRegistrars & Transfer Agents (RTA) generally within fifteen days from the date ofreceipt provided the transfer/transmission in physical form after they are processed bythe RTA are submitted to the Company for the necessary approval.

The Chairman transfer/transmission requests received in physical formfrom time to time. Investors may kindly take note that SEBI has mandated that in case ofsecurities market transactions and off market/private transactions involving transfer ofshares of a listed company in physical mode it shall be compulsory for the transferee(s)to furnish a copy of the PAN card to the Company/RTA together with the transfer documentsfor registering transfer of such shares.

MEANS OF COMMUNICATION

At Shamrock effective communication of information is an essentialcomponent of Corporate Governance. It is the process of sharing information ideasthoughts opinions and plans to all stakeholders which promotes management shareholderrelations. The Company regularly interacts with its members through multiple channels ofcommunication such as results announcement annual reports media releases andCompany's website and through green initiatives.

INTIMATION TO STOCK EXCHANGE:

Your Company believes that all the stakeholders should have access toadequate information about the Company. All information which could have a materialbearing on the share prices is released at the earliest to the BSE in accordance with therequirements of listing agreement.

COMPANY'S WEBSITE:

The Financial Results were also displayed on the Company's websitehttps://shamrockindustrial.wordpress.com/ the Company also keeps on updating its websitewith other relevant information as and when required. The company did not make anyofficial news releases nor made any presentations to the institutional investors oranalysts during the period under review.

NEWSPAPERS PUBLICATIONS:

The Financial Results and other Communications of the Company werenormally published in 2 papers i.e. English ‘Active Times' and ‘MumbaiLakshadweep or The Global Times'.

ANNUAL REPORT:

Annual Report containing inter alia the Standalone FinancialStatements Directors' Report Auditors'

Report and other important information is circulated to members of theCompany prior to the AGM. The Report on Management Discussion and Analysis forms part ofthe Annual Report. The Annual Report of the Company is also available on the website ofthe Company in a user friendly and downloadable format.

INVESTOR CORRESPONDENCE

For Transfer / Dematerialization of Shares payment of dividend onshares interest and redemption of debentures and any other query relating to the sharesand debenture of the Company.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to BankersShareholders clients Financial Institutions customers suppliers and employees ofCompanies for extending support during the year.

.