Your Directors are delighted to present the 32nd Annual Report of your Company togetherwith the Audited Annual Accounts for the financial year ended 31st March 2017.
1. Financial Results
The Financial Performance of your Company for the year ended March 31 2017 issummarized below
(Amount in Rs. 000's)
|Particulars ||Financial Year ended |
| ||31st March 2017 ||31st March 2016 |
|Total Income ||2432 ||2192 |
|Total Expenditure ||4665 ||1839 |
|Profit before tax ||(2233) ||354 |
|Provision for tax ||40 ||109 |
|Deferred Tax Liabilities (Assets) ||- ||- |
|Profit after Tax ||(2273) ||234 |
|Bonus shares issued to the Shareholders ||- ||- |
|Profit/(Loss) b/f of previous year ||1216 ||982 |
|Balance of Profit/(Loss) carried to Balance Sheet ||(1058) ||1216 |
|Paid-up Share Capital ||30938 ||30938 |
|Reserves and Surplus ||(714) ||1559 |
In view of loss incurred by the Company during the year under review your Directorsregret their inability to recommend dividend on equity shares for the year under review.
In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.
4. Brief description of the Company's working during the year
During the year under review total revenue of the Company was Rs. 2432043/- asagainst Rs. 2192474/- in the previous year. The company has incurred a net loss (beforetax ) of Rs. 2232817/- against a net profit (before tax) of Rs. 353823/- during theprevious 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 ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report
During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which affect the financialposition 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 is 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. During the year no company has become or ceased assubsidiary/Joint-venture/Associate of the 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 company.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-
|(a) accepted during the year ||Rs Nil |
|(b) remained unpaid or unclaimed as at the end of the year ||Rs Nil |
|(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||N.A. |
|(i) at the beginning of the year ||Rs Nil |
|(ii) maximum during the year ||Rs Nil |
|(iii) at the end of the year ||Rs Nil |
In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 29th Annual General Meeting held on 30th September 2014 appointed M/s.N. K. & Co Chartered Accountants New Delhi the Statutory Auditors of the Company(Registration No. 009564N) for three consecutive financial years i.e. from theconclusion of the 29th AGM till the conclusion of the 32nd AGM of the shareholders of theCompany. However M/s N. K. & Co Chartered Accountants New Delhi the statutoryauditors of the Company have tendered their resignation and has expressed their inabilityto continue as the statutory auditors of the company from the conclusion of theforthcoming annual general meeting of the shareholders of the company.
Therefore the Board of Directors has upon the recommendation of the Audit Committeedecided to appoint M/s Kapil Dev & Associates (Registration No. 025812N) as theStatutory Auditors of the Company in place of existing Auditors in its meeting held on02nd September 2017 to hold office for five consecutive years from the conclusion of32nd Annual General Meeting until the conclusion of 37th Annual General Meeting subjectto the approval of members in the 32nd Annual General Meeting.
The Company has received a certificate from M/s Kapil Dev & Associates(Registration No. 025812N) Auditors confirming that they are eligible for appointment asstatutory auditors of the Company under Section 139 of the
Companies Act 2013 and meet the criteria for appointment specified in Section 141 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015.
13. Auditors' Report:
The Auditor report does not contain any qualification reservation or adverse remark.
14. Share Capital :
|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 by trustees for the benefit of employees ||Rs Nil |
|E Bonus Shares ||During the year under review the Company had not issued any bonus shares. |
15. Extract of the annual return (MGT-9):
The extract of the annual return in Form No. MGT9 is annexed herewith (Annexure1.).
16 . 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:
| ||Rs |
|Foreign Exchange Earned in terms of actual inflows ||Nil |
|Foreign Exchange outgo in terms of actual outflows ||Nil |
17. Corporate Social Responsibility (CSR) :
In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.
18. Directors And Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel
Ms. Niharika Ginotra Company Secretary cum Compliance Officer of the Company resignedfrom the Company w.e.f 03.06.2016. Her Resignation was placed before the Board ofDirectors in its meeting held on 03.06.2016 .The Board places on records its deepappreciation for the valuable contribution made by her during her association with theCompany.
In the Board Meeting held on 30.06.2016 Mr. Shubham Jain was appointed as CompanySecretary cum Compliance Officer as well as Key Managerial Personnel of the Company w.e.f.30.06.2016.
Director Liable to retire by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Nipun Praveen Jain(DIN: 05289775) Director of the Company retires by rotation at the forthcoming AGM andbeing eligible offers himself for reappointment.
Considering the background of Mr. Nipun Praveen Jain the Board is of the opinion thathis reappointment will immensely benefit your Company. The Board recommends hisreappointment.
Brief profile of Mr. Nipun Praveen Jain Director of the Company who is proposed to bere-appointed is mentioned hereinbelow
Mr. Nipun Praveen Jain aged 25 years is a Commerce graduate from HR college ofCommerce and Economics with specialization in Financial Markets. He joined M/s PtraansLogistics (India) Pvt Ltd as a management trainee in 2009 and was inducted as a Directorof the aforesaid company in 2016. He is associated with the group since 2009.
Apart from Shashank Traders Limited Mr. Nipun Praveen Jain is not a Director in anyother public limited company.
B. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation17 of 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.
19. Number of meetings of the Board of Directors
During the year under review Eight Board Meetings were held on 28th May 2016 03rdJune 2016 30th June 2016 12th August 2016 03rd September 2016 14th November 201629th December 2016 and 14th February 2017.
One separate meeting of Independent Directors of the Company was held on 14.02.2017.
20. 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
Recommendation of Audit Committee
During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
21. 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 the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard 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 14.02.2017 performance ofnon-Independent 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 2016-17 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.
22. 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.
23. 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.
24. 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.
25. Familiarization Programme for Independent Directors
The details of the programme for familiarization of the Independent Directors withthe Company in respect of their roles rights responsibilities in the Company nature ofthe industry in which company operates business model of the Company and related mattersare put up on the website of the Company www.shashankinfo.in.
26. 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.
27. 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.
28. 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.
29. Secretarial Audit Report
In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s Kundan Agrawal & Co.. was appointed as the Secretarial Auditor to undertake theSecretarial Audit of the Company for the F.Y. 2016-17. The report of the Secretarial Auditin 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.
30. Corporate Governance
Your Company comply with the various provisions of the Listing Agreementdiligently. However since the paid up capital of the Company is much beyond less than thelimits prescribed under Regulation 15 of the SEBI Listing
Regulations 2015 the provisions of Regulation 27 of the SEBI Listing Regulations2015 and other Regulations related to Corporate Governance are not applicable to theCompany.
Corporate Governance Report forming part of annual Report is annexed separately.
31. 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 31st March2017 the applicable accounting standards read with requirements set out under scheduleIII to the Act have been followed and no material departures have been made from thesame;
(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.
32. Particulars Of Employees
There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under 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.
33. 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.
34. 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.
35. Segment-wise performance
The Company is into single reportable segment only.
To provide an opportunity to trade and to provide liquidity in its shares to its equityshareholders the Company during F/Y 2015-16 apart from its shares being listed onCalcutta Stock Exchange and Delhi Stock Exchange has applied to Bombay Stock ExchangeLimited for getting its shares under the Direct Listing scheme formulated by BSE.
During the year under review the Company shares got listed on BSE to deal on theExchange in the list of XT' group securities w.e.f 19th December 2016 bearingScrip Code No. 540221.
37. 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 31st2017
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.
39 . Management Discussion and Analysis Report
Management Discussion and Analysis Report forming part of annual Report is annexedseparately.
|For and On Behalf of the Board |
|of Shashank Traders Limited |
|Praveen Jain |
|DIN: 01776424 |
Date: 02nd September 2017 Place: New Delhi