Shentracon Chemicals Ltd.
|BSE: 530757||Sector: Industrials|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan||Shentracon Chemicals Ltd|
|NSE 05:30 | 01 Jan||Shentracon Chemicals Ltd|
|BSE: 530757||Sector: Industrials|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan||Shentracon Chemicals Ltd|
|NSE 05:30 | 01 Jan||Shentracon Chemicals Ltd|
Your Directors have pleasure in presenting their 28th Annual Report of thebusiness and operations of the Company together with audited financial statements for thefinancial year ended March 31 2021.
FINANCIAL PERFORMANCE: (Amount in Rs.)
STATE OF COMPANYS AFFAIRS:
There was no business activity in real terms during the year under review. So there wasno income during the year. But Company is reconsidering about other activities suitablefor the Company.
Revenue from operations was Rs.243927/- in the current year as against Rs.32060731/- in the previous year.
Net Profit was Rs.(493966)/- in the current year as against Rs. (1570737)/-in the previous year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of report.
Presently the Company is not engaged in manufacturing process of Chemicals.
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the F.Y. 2020-21.However the company is further exploring possibilities of trading in chemicals and alliedproduct to run a manufacturing unit on contract basis in same line of business.
CHANGES IN SHARE CAPITAL:
The equity share paid up Share Capital as on 31st March 2021 stood at Rs44381430.During the year under review the Company has not issued any shares withdifferential voting rights sweat equity shares nor granted any Employees stock optionsand neither came out with rights bonus private placement and preferential issue.
TRANSFER TO RESERVE:
During the period under review no amount was transferred to any Reserves.
In view of huge accumulated losses the Directors regret their inability to recommendany dividend for the financial year 2020-21.
DETAIL OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Appointment and Qualifications of Directors) Rules 2014 and the Articles ofAssociation of the company Mrs. Anuradha Singh (DIN:05273619) Director of the Companyretires by rotation & being eligible offers herself for re-appointment at the ensuingAnnual General Meeting of the company.
Your Company has received declaration from each of the Independent Directors underSection 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI ListingRegulations 2015 that they meets the criteria of independence laid down in Section 149(6)of the Companies Act 2013 and Regulation 16 of SEBI Listing Regulations 2015and thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact his/her ability to discharge their duties with anobjective independent judgment and without any external influence. All the declarationswere placed before the Board.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are given in the Notice convening the ensuing Annual General Meeting of the Company.
KEY MANGERIAL PERSONNEL
Your Company has following personnels designated as whole -time key managerialpersonnel pursuant to section 203 of Companies Act 2013 and rules made thereon:
1) Mr. JayantaSahu- Manager
2) Mr. Rajesh Kumar Rungta- Chief Financial Officer
3) Mr. SourabhChitlangia- Company Secretary
The statement containing the disclosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5(1) of the Companies(Appointment and
Remuneration of Managerial Personnel) Amendment Rules 2016 is annexed as"Annexure A" and forms a part of the Board Report.
Further none of the employees of the Company are in receipt of remuneration exceedingthe limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Companies(Appointment and Remuneration of ManagerialPersonnel)Amendment Rules 2016 so statement pursuant to Section 197(12) of the CompaniesAct 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 is not required to be included.
POLICY FOR REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company recognizes the fact that there is a need to align the business objectivewith the specific and measurable individual objectives and targets.
The remuneration policy of the company can be accessed to its website atwww.shentracon.com.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as per applicable provisions of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
NUMBER OF MEETINGS OF THE BOARD
The Composition of the Board attendance of Directors at the Board Meetings held duringthe year under review as well as in the last Annual General Meeting and the number of theother Directorships/ Committees position held by them are as under:
Note: -*Non Executive Non Independent Director.
**Non Executive Independent Director.
None of the Directors on the Board is a member of more than 10 Committees and theChairman in more than 5 Committees across all Companies in which they are Director andthe same is in compliance with Regulation 26 of SEBI Listing Regulations 2015.
1The directorship held by Directors as mentioned above does not includeDirectorships of private companies / Section 8 companies / foreign companies as on 31stMarch 2021.
In accordance with Regulation 26 of the SEBI Listing Regulations 2015Memberships/Chairmanships of Board Committees relates to only Audit Committee andShareholders / Stakeholder Relationship Committee in all public limited committee(excluding Shentracon Chemicals Limited) have been considered.
During the financial year 2020-2021 6 (six) meetings of the Board of Directors wereheld on 1st June 2020 31st July 2020 15th September2020 14th November 2020 and 15th February 2021 and 31st March2021.
COMMITTEES OF BOARD
There are currently four Committees of the Board as follows:
S Audit Committee
S Nomination and Remuneration Committee S Stakeholders Relationship Committee SShares Transfer Committee AUDIT COMMITTEE
The company has an Audit committee with all members being non-executive directors andthe chairman being Independent Director. They possess sound knowledge on accounts auditfinance taxation internal controls etc. The Audit Committee acts as a link between thestatutory and internal auditors and the Board of Directors.
Composition Name of Member and Chairperson:
The Audit Committee consists of 3 members as on 31st March 2021 with majorityindependent directors. The Committee had met 4(four) times i.e. on 31st July2020 15th September 2020 14th November 2020 and 15thFebruary 2021.
. The details of composition of the Audit Committee are as under:-
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee has been constituted pursuant to section 178ofCompanies Act 2013 read with Regulation 19 of SEBI Listing Regulations2015.
Composition and meeting details:
The Nomination and remuneration committee consist of the following non-executivemembers. The Chairman being the Independent Director.The Committee had met oncei.e. on31stJuly 2020.The details of composition of the Nomination & Remuneration Committee areas under:-
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee shall act in compliance with the provisions ofSection 178(5) of the Companies Act 2013 and Regulation 20 of SEBI Listing Regulations2015
The Stakeholders Relationship Committee of your Company comprises of three members outof which one being Non-Executive & Non-Independent Directors. During the financialyear onemeeting washeld i.e. 31st July 2020to consider &resolve thegrievances of Security holders.
The details of composition of the Stakeholders Relationship Committee are asunder:-
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act 2013 andRegulation 22 of SEBI Listing Regulations 2015 the Company has framed a Vigil Mechanism/ Whistle Blower Policy to deal with unethical behaviour actual or suspected fraud orviolation of the Companys code of conduct or ethics policy if any. The VigilMechanism / Whistle Blower Policy have also been uploaded on the website of the Companyand may be accessed at http: //www. shentracon.com/pdf/v_mach .pdf
DISCLOSURE ON ESTABLISHMENT OF A RISK MANAGEMENT POLICY
Pursuant to section 134(n) of the Companies Act 2013 and Regulation 17(9) of SEBIListing Regulations 2015 your company has a Risk Management framework to identifyevaluate business risk and opportunities. Risk management is the process ofidentification assessment and prioritization of risks followed by coordinated efforts tominimize monitor and mitigate/ control the probability and / or impact of unfortunateevents or to maximize the realization of opportunities.
Your Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. Your Companys managementsystems organizational structures processes standards code of conduct and behavioursgoverns how the Group conducts the business of the Company and manages associated risks.
PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is not required toform an internal complaint committee under section 4 ofThe Sexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act2013. During the year no complaint was filed in the Company.
LISTING AT STOCK EXCHANGE:
The Equity shares of the company are listed on The Calcutta Stock Exchange AssociationLtd. The Bombay Stock Exchange Association Ltd and Ahmedabad Stock Exchange Limited (de-recognized). The Equity Shares of the Company are suspended in Bombay Stock Exchangessince 10.09.2001.
FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI Listing Regulations 2015the Company hasconducted the Familiarization Program for Independent Director to familiarize them withtheir roles rights responsibilities in the company nature of the industry in which thecompany operates business model of the company etc. through various initiatives. Thesame has been uploaded in Companys website and may be accessedathttp://www.shentracon.com.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGOES:
In accordance with the provisions of Section 134(3)(m) of Companies Act 2013 and theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 therequired information relating to the " Conservation of Energy TechnologyAbsorption" are nil. Since there are no manufacturing activities in the companytherefore no such data are available.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
Your Company has neither a Subsidiary Company nor a Joint Venture Company or anAssociate Company during the year under review. Therefore no disclosure is required to beincluded in this report.
Moreover Formulation of Policy for determining material subsidiary is not required.
The Shareholders of the Company at the AGM held on September 25 2017 has appointedMessrs J. Khemani& Co. Chartered Accountants (FRN:322375E) as the Statutory Auditorsof the Company to hold office for a term of 5 (five) consecutive years from the conclusionof 24th Annual General Meeting held on September 25 2017 till the conclusion of the 29thAnnual General Meeting of the Company.
The requirement of seeking ratification of the Members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 effective from May 07 2018. Hence the resolution seekingratification of the Members for their appointment is not being placed at the ensuingAnnual General Meeting (AGM).
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments.
The statutory Auditor has not reported any incident of fraud to the Audit committee ofthe company in the year under review.
The Auditors Report does not contain any qualification reservation or adverseremark.
Key Audit Matters
The Statutory Auditors in their report have stated "Key Audit Matters" andthe response of your Board of Directors with respect to the same and note no.21 offinancial statement are as follows:
1. In respect to the note no. 22 of the financial statement the Board would clarifythat the company has disposed off its immovable property to the prospective buyercomplying the provisions of the Act and has clear its liabilities. However thecompany is presently entering into negotiation with various industries houses in order togenerate revenue for its stake holders. The company is also exploring possibilities oftrading in chemicals allied product and to run a manufacturing unit on contract basis insame line of business. Thus the company will keep its status of going concern.
2. In respect to the note no. 22 of the financial statement the Board would clarifythat the company is exploring the possibilities to trade run a unit on contract in sameline of business and is thus maintaining the status of going concern.
The above factors cast a significant certainty on the companys ability tocontinue as a going concern.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S. MR & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as "Annexure B".
The Secretarial Auditors in their report have stated the following and the response ofyour Board of Directors with respect to the same are as follows:
The Company has delayed in filing few documents with Stock Exchange for that ithas partially complied with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015- The Company shall comply with the provisions within the prescribedtimeline going forward.
The Companys shareholding of promoter(s) and promoter group are not heldin dematerialized form since there are some issues with further listing of share with BSEand also mismatch of the Paid up Capital with Listing authority- Since the company issuspended from trading in the stock exchange processing for dematerialization of sharescould not be done and therefore there is mismatch in the Paid -up capital of the company.
The Company is yet to file few forms under Companies Act 2013- The companyshall file all the relevant forms in due course.
The Company is suspended from the stock exchange BSE Ltd. due to penal reasonsand therefore the many filing related to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015) SEBI (Prohibition of Insider Trading) Regulations 2015SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations 2011 and SEBI(Depositories and Participants) Regulations) 2018 is submitted via mail instead ofmandatory Online Portal Listing Centre which is blocked after suspension;- Since thecompany is suspended from the stock exchange it is unable to file in the mandatory OnlinePortal Listing Centre for submission of disclosures except few filings as the company isblocked from logging in after suspension.
The Company has not paid listing fee of the Calcutta Stock Exchange Limited asper Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015)- Due to financial crunch the company is unable to pay the listing fee of the saidExchange(s) also inspite of our following all the compliances and also after severalrepresentation and also after paying filling fees our shareholders were deprived of theirright to trade in the shares on the stock exchange due to exchange being leastinterested in MSME.
The Independent directors are not registered with the Indian Institute ofCorporate Affairs for inclusion of their name in the data bank consequently not passed anyproficiency test according to Section 150 of the Companies Act 2013- The IndependentDirectors shall be enrolled with the said institute in the due course of time.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Company has appointed a person as Internal Auditor to undertakethe Internal Audit of the Company for the F.Y. 2020-21. There stood no adverse finding& reporting by the Internal Auditor in the Internal Audit Report for the year ended 31stMarch 2021.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 the annual return in theprescribed format can be accessed at http://www.shentracon.com.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:
There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the Financial Year of the Company towhich financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.Although The Companys net worth has been fully eroded due to accumulated lossesincluding the loss for the year the Management is of the opinion that the Going Concernassumption is on the basis of foreseeable future.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has policy for Internal Financial Control System commensurate with thesize scale and complexity of its operations. Detailed procedural manuals are in place toensure that all the assets are safeguarded protected against loss and all transactionsare authorized recorded and reported correctly. The scope and authority of the InternalAudit (IA) function is defined in the internal financial control policy. The InternalAuditor monitors and evaluates the efficiency and adequacy of Internal Financial controlsystem in the Company its compliance with operating systems accounting procedures andpolicies. To maintain its objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee of the Board the internal audit report on quarterlybasis and some are reviewed by the committee
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of loans given guarantees given and Investments made under the provisionsof Section 186 of the Companies Act 2013 read with relevant applicable rules thereon asprovided in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Corporate Social Responsibilities pursuant to Section 135 of theCompanies Act 2013 read with relevant applicable rules thereon are not applicable to theCompany.
During the financial year the Company has not accepted any deposits within the meaningof Section 73 and 76 of the Companies Act 2013 read relevant applicable rules.
CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:
During the year the Company had not entered into any contract / arrangement /transaction with related parties thus disclosure relating to details of contracts orarrangements or transactions with related parties referred to in section 188(1) in FormAOC-2 is not required. There are no materially significant related party transactions madeby the Company with Promoters Directors Key Managerial Personnel or their relatives orother designated persons which could have a potential conflict with the interest of theCompany at large. All Related Party Transactions are periodically placed before the AuditCommittee for its approval.
Your Directors draw attention of the members to Note 25to the Financial Statement whichsets out related party disclosures.
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website and may be accessed at http://www.shentracon.com/pdf/mrpt.pdf
FORMAL ANNUAL EVALUATION:
The Nomination & Remuneration Committee of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) and everyDirector (including Independent Directors) and that of Committees pursuant applicableprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Based on these criteria the performance of the Boardvarious Board Committees viz.Audit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee and Share Transfer Committee and Individual Directors (including IndependentDirectors and chairman) was evaluated.
During the year under review the Independent Directors of your Company reviewed theperformance of Non-Independent Directors and Chairperson of your Company taking intoaccount the views of Executive Directors and Non-Executive Directors.
The information flow between your Companys Management and the Board is completetimely with good quality and sufficient quantity.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of provision of Section 134(5) of the Companies Act 2013 your Board ofDirectors to the best of their knowledge and ability state that:
I. In the preparation of the annual accounts for the financial year ended on 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures.
II. 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 as at 31st March 2021 and ofthe profit and loss of the company for that period;
III. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
IV. The directors had prepared the annual accounts on a going concern basis;
V. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
VI. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Covid-19 which has caused significant disruptions to business across India. Themanagement has considered the possible effects if any that may impact the carryingamounts of receivables and Intangibles (including Goodwill).In making the assumptions andestimates relating to the uncertainties as at the Balance Sheet date in relation torecoverable amounts the management has considered subsequent events internal andexternal information and evaluated economic conditions prevailing at the date of approvalof these financial results. The management expects no impairment to the carrying amountsof these assets. The Management will continue to closely monitor any changes to futureeconomic condition and assess its impact on the operations.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and senior managementof the Company Board members and senior management personnel have affirmed compliance withthe Code for the financial year 2020-21annexed as Annexure C.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act 2013 the Company is not required totransfer any amount to Investor Protection and Education Fund as the Company has notdeclared any Dividend since its incorporation and as such there is no amount of dividendwhich was due and payable and remained unclaimed and unpaid for a period of seven years.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report as "Annexure -D".
CEO/ CFO CERTIFICATION:
The CEO (Manager) and CFO of the Company have certified to the Board of Directorsinter alia the accuracy of financial statements and adequacy of internal controls for thefinancial reporting as required under Regulation 33(2)(a) of the Listing Regulations forthe year ended 31st March 2021 is annexed as "Annexure E"
The provision related to corporate governance is not applicable to the companyaccording to regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Your Directors take the opportunity to thanks the Regulators Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.