Shashank Traders Ltd.
|BSE: 540221||Sector: Financials|
|NSE: N.A.||ISIN Code: INE508R01018|
|BSE 00:00 | 20 Aug||Shashank Traders Ltd|
|NSE 05:30 | 01 Jan||Shashank Traders Ltd|
Shashank Traders Ltd. (SHASHANKTRADERS) - Director Report
Company director report
Your Directors have pleasure in presenting the 34th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31 2019.
1. Financial Results
The Financial Performance of your Company for the year ended March 31 2019 issummarized below
During the current year the Board of Directors of the Company does not propose anydividend for the financial year ended March 31 2019.
During the year under review the Company has transferred the requisite amount ofprofit to the Reserves.
4. Brief description of the Company's working during the year
During the year under review the total revenue of the Company was Rs.15794415 asagainst Rs. 618020/-in the previous year. There has been a huge increase in the overallrevenue of the Company during the financial year under review. The company has incurred aNet Profit After Tax of Rs. 371360/- as against a Net Loss After Tax of Rs. (70268/-)during the previous year. Your Directors are putting in their best efforts to improve theprofitability of the Company.
5. Change in the nature of business if any
During the year there is no change in the nature of business activity of the company.
6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
During the period after the end of the financial year of the company and before thedate of the report there are no material changes and commitments which affect thefinancial position of the company.
7. Details of significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future:
During the year there are no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.
8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary/ Joint Venture / Associate Company.
10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement
During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary / assocaite company.
The Company has neither accepted nor renewed any deposits during the Financial Year2018-19 in terms of Chapter V of the Companies Act 2013.
12. Auditors' Report
The Auditor report does not contain any qualification reservation or adverse remark.
13. Share Capital:-
During the period under review the Authorised Share Capital of the Company was Rs.35000000/- comprising of 3500000 Equity Shares of Rs. 10/- each. The IssueSubscribed and Paid-up Capital of the Company was Rs. 30938000/- comprising of3093800 Equity Shares of Rs. 10/- each.
A. Issue of equity shares with differential rights:
During the year company has not issued any equity shares with differential rights.
B. Issue of sweat equity shares:-
During the year company has not issue any Sweat equity shares.
C. Issue of employee stock options:-
During the year company has not issued employee stock options.
D. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:-
During the year company has not made any Provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees.
E. Bonus Shares:-
During the year under review the Company had not issued any bonus shares.
14. Extract of the annual return (MGT-9):
An extract of the Annual Return for the year ended March 31 2019 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 is attached as Annexure- 1 and forms part of thisreport.
15. Conservation of energy technology absorption and foreign exchange earningsand outgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
The requirements of disclosures with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company since it doesn't own any manufacturing facility.
However the company has undertaken various energy efficient practices which hasstrengthened the Company's commitment towards becoming an environment friendlyorganization. The Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety. As far as possible company is utilizing alternatesources of energy.
(B) Technology absorption:
The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.
(C) Foreign exchange earnings and Outgo during the year:
16. Corporate Social Responsibility (CSR):
In terms of section 135(1) of the Companies Act 2013 the provisions and compliance ofCorporate Social Responsibility are not applicable to the Company for the financial yearended March 31 2019.
17. Directors and Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel
Pursuant to sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one- third of such of the Directors are liable to retire by rotation and shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr. Praveen Jaswant Rai Jain (DIN: 01776424) Managing Director shall retireby rotation at the ensuing AGM and being eligible offer himself for re-appointment inaccordance with the provisions of the Companies Act 2013.
B. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.
Your Company has received necessary declaration from each Independent Directors of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.
C. Formal Annual Evaluation
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non - Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
18. Number of meetings of the Board of Directors
During the year under review Eight Board Meetings were held on April 12 2018 May 292018 July 07 2018 August 01 2018 August 14 2018 September 03 2018 November 142018 and February 14 2019.
One separate meeting of Independent Directors of the Company was held on February 142019.
19. Committees of the Board
Pursuant to requirement of Companies Act 2013 along with rules made thereunder andSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 Company hasalready formed following committees:
* Audit Committee
* Stakeholders Relationship Committee
* Nomination and Remuneration Committee
20. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure - 2) formulated by theNomination and Remuneration Committee and approved by the Board to evaluate theperformance of the Board and its Committees.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors held on February 14 2019 performanceof nonIndependent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.
Based on the outcome of performance evaluation for the financial year 2018-19 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.
21. Policy on Directors' Appointment and Remuneration
Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management.
The policy 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 Companies Act2013 adopted by the Board is attached as Annexure - 3 to the Board Report.Further the remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.
22. Risk management policy and Internal Control
The Company has already adopted a Risk Management Policy duly approved by the Board andalso has in place a mechanism to identify access monitor and mitigate various risks tokey business objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
23. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe www.shashankinfo.in .
24. Familiarization Programme for Independent Directors
The details of the programme for familiarization of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which company operates business model of the Company and related matters areput up on the website of the Company www.shashankinfo.in .
25. Policy for determining Material Subsidiary
Since the Company has no subsidiaries the requirement under Regulation 16(1)(c) ofSEBI (LODR) Regulations 2015 to formulate the Policy for determining Material Subsidiaryshall not be applicable.
26. Particulars of loans guarantees or investments under section 186
Particulars and details of loans given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.
27. Contracts and arrangements with related parties
During the year under review no contracts/arrangements/transactions has been enteredby the company with related parties.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thewww.shashankinfo.in .
However as a matter of Company's policy all contracts/arrangements/transactions ifany which will be entered by the company with related parties would be in the ordinarycourse of business and on an arm's length basis and details and prescribed particulars ofall such transactions (if any) will be contained in the Notes to the FinancialStatements.
28. Secretarial Audit Report
In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunder M/s. Amit R. Dadheech & Associates was appointed as the Secretarial Auditor to undertakethe Secretarial Audit of the Company for the F.Y. 2018-19. The report of the SecretarialAudit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure - 4
There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.
29. Corporate Governance
Your Company complies with the various provisions of the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015. However since the paid up capital of theCompany is less than the threshold limits prescribed under Regulation 15 of the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 the provisions ofRegulation 27 of the SEBI Listing Regulations 2015 and other Regulations related toCorporate Governance are not applicable to the Company.
However the Corporate Governance Report forming part of annual Report is annexedseparately.
30. Directors' Responsibility Statement
Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the CompaniesAct 2013 the Board to the best of its knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards read with requirements set out underschedule III to the Act have been followed and no material departures have been made fromthe same;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
31. Particulars of Employees
There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. One Crore and Two Lakh Rupees or more or employed for part of the yearwho were in receipt of remuneration of Rs. Eight Lakh and Fifty Thousand Rupees Per Monthunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration)Rules 2014.
Disclosure u/ s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure - 5.
32. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder.
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.
33. Human Resources
Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
34. Segment-wise performance
The Company is into single reportable segment only.
The Company's shares are listed on the Bombay Stock Exchange (BSE) Limited CalcuttaStock Exchange Limited and Delhi Stock Exchange Limited. The details of the same arementioned below as on March 31 2019:
The Company has regularly paid all the listing fees to the stock exchange and custodialfees to the depositories.
36. Disclosure of Accounting Treatment
There is no deviation in following the treatment prescribed in the Accounting Standardsin preparation of Financial Statements of the Company for the year ended on March 312019.
Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.
Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.
Finally the Directors thank you for your continued trust and support.
38. Management Discussion and Analysis Report
Management Discussion and Analysis Report forming part of annual Report is annexedseparately.