You are here » Home » Companies » Company Overview » Shree Metalloys Ltd

Shree Metalloys Ltd.

BSE: 531962 Sector: Others
NSE: N.A. ISIN Code: INE914B01012
BSE 00:00 | 21 Jun 29.75 -0.15
(-0.50%)
OPEN

28.45

HIGH

31.30

LOW

28.45

NSE 05:30 | 01 Jan Shree Metalloys Ltd
OPEN 28.45
PREVIOUS CLOSE 29.90
VOLUME 219
52-Week high 32.90
52-Week low 12.10
P/E 40.20
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.45
CLOSE 29.90
VOLUME 219
52-Week high 32.90
52-Week low 12.10
P/E 40.20
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Metalloys Ltd. (SHREEMETALLOYS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 25th Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the year ended on 31stMarch 2019.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31stMarch 2019 is summarized below:

(Amount in Rupees)
FINANCIAL RESULTSF.Y 2018-19F.Y 2017-18
Total Revenue from Operations (Net) (Incl. Changes in Inventories)422534855422755898
Total Expenditure (Excluding Depreciation)417581865418426069
Gross Profit/(Loss)49529904329829
Less:
Depreciation23104062228462
Provision for Taxation--
Earlier year's Tax
Deferred Tax liabilities420803(246973)
Current Tax724729517200
Profit/ (Loss) after Tax (PAT)14970521831140
Other Comprehensive Income(172634)108049
Total Comprehensive Income13244181939189

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

The overall Revenue of the Company for the Current Financial year 2018-19 has decreased to Rs.422534855/- as compared to Rs.422755898/- in the Previous Financial year 2017-18. The Company's PAT as on 31st March 2019 is recorded at Rupees 1497052/- as against 1831140/-.

Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

3. AMOUNT TRANSFERRED TO RESERVE:

During the year under review the Company has not transferred any amount to reserves.

4. DIVIDEND:

To conserve the resources for the future requirement of the company your directors have not recommended any dividend for the year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year the provisions of Section 125 of the Companies Act 2013 do not apply.

6. CHANGES IN SHARE CAPITAL:

At present the paid up Equity Share Capital of the Company is Rs. 5 25 63000/-(Five Crore Twenty Five Lakh and Sixty Three Thousand rupees only). The company has neither issued shares with differential rights as to dividend voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company; under any scheme. Your Company does not have any ESOP scheme for its employees/Directors.

7. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73and 76 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules 2014 during the period under review. Hence the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

8. CHANGE IN THE NATURE OF THE BUSINESS:

During the year there is no change in the nature of the business of the Company.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review the Company has entered into any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act 2013. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- A.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act 2013during the financial period under review. The details of the investments made by company are given in the notes to the financial statements.

11. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

12. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No orders have been passed by any Regulator or Court or Tribunal impacting on the going concern status and the Company's operations in future.

13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

In Pursuant to Section 134(5)(e) of the Companies Act 2013 the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals compliance with policies procedure applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected. During the period under review no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

15. PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014):

The information required under Section 197 of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in the Report and marked as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

16. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 is appended here in Annexure- C to this Report.

17. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i) CONSERVATION OF ENERGY :

 The steps taken or impact on conservation of energy: As the Company does not have heavy plant and machineries which could have consume more electricity therefore the Company has not taken any steps towards conservation of energy.

 The steps taken by the Company for utilizing alternate sources of energy: The Company has not taken any steps to use alternate sources of energy.

 The Capital investment on energy conservation equipment's: Nil

ii) TECHNOLOGY ABSORPTION :

 The efforts made towards technology absorption: No

 The benefits derived like product improvement cost reduction product development or import substitution: Nil

 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable

- the details of technology imported

- the year of import;

- whether the technology been fully absorbed;

- if not fully absorbed areas where absorption has not taken place and the reasons thereof; and

 The expenditure incurred on Research and development (R& D) : NIL

iii) FOREIGN EXCHANGE EARNINGS & OUT GO :

 Foreign Exchange Earning : NIL

 Foreign Exchange Outgo :

- CIF Value of Import : Rs.16710254/-

- Expenditure in Foreign Currency : NIL

18. AUDITORS :

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors

M/s Talati & Talati Chartered Accountants was appointed as Statutory Auditors for a period of 5 year(s) in the Annual General Meeting held on 25th September 2017 to hold the office till the conclusion of 28th Annual General Meeting of the Company to be held in the year 2022. (Subject to ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting.

There are no qualifications reservations or adverse remarks made by M/s Talati &Talati Chartered Accountants the Statutory Auditors of the Company in their report.

B. Secretarial Auditors

Section 204 read with Section 134(3) of the Companies Act 2013 mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Nikhil Suchak & Associates Practising Company Secretaries had been appointed as Secretarial Auditor of the Company for the financial year 2018-19.

Secretarial Audit Report issued by M/s Nikhil Suchak & Associates Practising Company Secretaries in Form MR-3 attached and marked as Annexure-D for the period under review forms part of this report.

The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

a) As per the regulations of 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 hundred percent of shareholding of promoter(s) and promoter group should be in Dematerialized form however the process of dematerialization of hundred percent of shareholding of promoter(s) and promoter group has not been completed.

- The Board noted the fact about the Non- Dematerialization of the whole Promoters' Share holding and accordingly intimated to the concerned Promoters. The Company has received a positive confirmation from the promoters who are holding shares in Physical form to initiate the process of converting their shares in Demat form.

b) Non Compliance of regulation 6 (1) of SEBI (Listing Obligation Disclosure Requirements) Regulation 2015 which stipulates that a listed entity shall appoint a Qualified Company Secretary as Compliance officer of the Company however the Company has not appointed the same for the period 1st April 2018 to 27th June 2018.

- The Board of Directors during the year were in search of right candidate to the post and in their meeting held on 27th June 2018 the Board has appointed Ms. Bhavika Dilip Lalwani as whole time company secretary and Compliance Officer of the company

c) Non-compliance of regulations 30 under Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations 2015 read with Schedule III regarding filing of Outcome of Board Meeting within 30 minutes of the closure of the meeting to the stock exchange for the board meeting held on 27.06.2018

- Due to inadvertence the Company failed to file the outcome of the board of directors meeting held on 27.06.2018 within the stipulated time limit of 30 minutes as per regulations 30 under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. However company had filed the same with mere delay of two hours thirty minutes.

d) As per Section 167 of the Companies Act 2013 the office of a director shall become vacant in case he incurs any of the disqualifications specified in section 164 of the Companies Act 2013 and accordingly the office of a director of the company i.e. Mr Pankhil Desai (DIN: 02908540) shall stand vacate as he is disqualified under section 164(2) of the Companies Act 2013.

- The Board of directors of the company has three independent director including Mr. Pankhil Desai (DIN: 02908540). It is to be noted that Mr. Pankhil Desai informed to the company that he has not received any communication relating to his disqualification and therefore he was under the impression that he is not disqualified and also submitted declaration of his non disqualification accordingly. The error relating to continuance of Mr. Pankhil Desai as Independent director of company was inadvertent in nature. However when the company came to know about disqualification of Mr. Pankhil Desai under section 164(2) of the Companies Act 2013 the Board appointed a new Independent Director on 14/11/2018 and also treated Mr. Pankhil Desai ceased to be the Independent Director of the Company.

e) Non Compliance of Section 177(2) of the Companies Act 2013 which stipulates that the Audit Committee shall consist of minimum three directors with Independent Director forming the majority however the company has not complied the same from the period of 13th August2018 Upto 14th November 2018 as during that period the audit committee consist of Mr Pratik Kabra (Executive director) and Mrs. Kanchan Kabra (Independent Director).

- The company has validly constituted Audit Committee which consist of three member with Independent Director forming the majority However due to resignation of Mr. Bhupendarsingh Rajput (DIN: 00853722) from the post of Independent Director on 13th August 2018 the audit committee fall short of one independent director . It is to be noted that during the period from 13th August 2018 to 13th November 2018 no meeting of audit committee held.

- The board of directors has appoint Mr. Tagaram chowdhary (DIN: 00483173) as an Additional Director under the category of Independent Director on 14th November 2018 and also re-constituted the Audit Committee on 14th November 2018 and appointed Mr. Tagaram chowdhary (DIN: 00483173) as one of the member of the Audit committee of the company and by that appointment the company has complied with applicable provision of the Companies Act 2013.

f) Non Compliance of Section 178(1) of the Companies Act 2013 which stipulates that the Nomination and Remuneration Committee shall consist of three or more non-executive directors out of which not less than one-half shall be independent directors however the company has not complied the same for the period Upto 14th November 2018 as one of its member Mr. Pankhil Desai (DIN: 02908540) (Independent Director) is disqualified u/s 164 of the Companies Act 2013.

- The company constituted the Nomination and Remuneration committee which consist of three members including two independent directors.

- However the board of director were not aware about the disqualification of Mr. Pankhil Dineshbhai Desai u/s 164 of the Companies Act 2013 the company has not re- constitute the Nomination and Remuneration committee further on appointment of appointed Mr. Tagaram chowdhary (DIN: 00483173) as an Independent director of the Company on 14th November 2018 the Nomination and Remuneration committee was re-constituted and Mr. Tagaram chowdhary (DIN: 00483173) added as one of the member of the Nomination and Remuneration committee of the company and by that appointment the company has complied with applicable provision of the Companies Act 2013.

g) As per Section 168 (1) of the Companies Act 2013 read with rule 15 of the Companies (Appointment and Qualification of Directors) Rules 2014 the Company has not filled e-form DIR-12 relating to the appointment/resignation of Director within the stipulated time. The company has made default in filing form DIR-12 of following person;

1. Mr. Pankhil Desai (DIN: 02908540)

2. Mr. Tagaram Chowdhary (DIN: 00483173)

- The Company missed to file DIR-12 relating to the appointment/resignation of Director with the MCA within the stipulated time period and such non-filing was not intentional. Further the Company is in process to file the necessary form on MCA portal.

h) As per Regulation 30 of SEBI (Listing Obligation Disclosure Requirements) Regulation 2015 read with Schedule III of the said regulation the Company has not filed disclosure to stock exchange regarding change in directors within 30 minutes.

The Company missed to file disclosure as per Regulation 30 relating to the appointment of Mr. Tagaram Chowdhary (DIN: 00483173) Director and cessation of Mr. Pankhil Desai (DIN: 02908540) Director with the Stock Exchange within the stipulated time period and such non-filing was not intentional.

C. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014 as the cost audit is not applicable to the Company.

19. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board:

Name of DirectorDesignationCategory
Mr. Pratik R. KabraChairman & Managing DirectorPromoter Executive Director
(DIN:00006358)
Tagaram chowdhary*****Additional DirectorNon-executive Independent Director
(DIN:00483173)
Mr.Govindlal M. Dudani*DirectorNon-executive Director
(DIN:07775287)
Mr. Bhupendra Singh Rajput**Independent DirectorNon-executive Independent Director
(DIN:00853722)
Mrs. Kanchan G. Kabra***Independent DirectorNon-executive Independent Woman Director
(DIN:03417138)
Mrs. Leena Vijayan****Additional Director (w.e.f. Allotment of DIN)Non-executive Woman Independent Director
Mr. Pankhil Dineshbhai Desai #Independent DirectorNon-executive Independent Director

*Mr. GovindlalDudani was resigned from the post of Chief Financial Officer and appointed as a Non-Executive director on 13/08/2018.

** Mr. Bhupendra Singh Rajput was resigned from the post of Independent Director on 13/08/2018.

*** Mrs. Kanchan G. Kabra was resigned from the post of Women Independent Director on 11/06/2019.

**** Mrs. Leena Vijayan was appointed as a women independent director on 12/08/2019 with effect from allotment of DIN.

***** Mr. Tagaram L. Chowdhary was appointed as a Non-Executive independent director w.e.f 14/11/2018.

# Mr. Pankhil Dineshbhai Desai (DIN: 02908540) vacant his office from the post of independent director w.e.f. on 14/11/2018 as he was disqualified under section 164 of the Companies Act 2013.

b) Retire by Rotation and subsequent re-appointment :

Mr. Pratik R.Kabra (DIN: 00006358) is liable to retire by rotation at the ensuing AGM in accordance with the provisions of Section 152(6) of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The Board recommends his re-appointment.

c) Director Appointment/Cessations:

Appointment/Change in Designation

 The Company has appointed Mr. Tagaram L Chowdhary (DIN: 00483173) as an additional director under Non-Executive Independent Director of the Company w.e.f 14.11.2019 and also designated Mr. Govindlal Dudani (DIN: 07775287) as Non-Executive Director from Executive Director w.e.f. 13/08/2018.

 Mrs. Leena Vijayan was appointed as an additional director under the category of women Independent Director subject to allotment of valid Director Identification Number (DIN) and her ppointment shall be considered from the date of allotment of DIN.

Cessation:

 Mr. Bhupendra Singh Rajput (DIN: 00853722) has tendered his resignation from the post of Independent Director on 13/08/2018.

 Mr. Pankhil Dineshbhai Desai (DIN: 02908540) vacant his office from the post of independent director w.e.f. on 14/11/2018 as he was disqualified under section 164 (2)of the Companies Act 2013.

d) Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013 read with the Rules framed there under:

1. Mr. Pratik R. Kabra - Managing Director (DIN: 00006358)

2. Mr. Nimish H. Bavishi - Chief Financial Officer w.e.f. 13/08/2018

3. Ms. Bhavika D. Lalwani Company Secretary & Compliance Officer w.e.f.27/06/2018

Appointment/Cessation of KMP

 Mr. Govindlal Dudani was resigned from the post of Chief Financial Officer and appointed as a Non-Executive director on 13/08/2018.

 Ms. Bhavika D. Lalwani was appointed as Company Secretary & Compliance Officer w.e.f.27/06/2018

 Mr. Nimish H. Bavishi was appointed as Chief Financial Officer (CFO) with effect from 13/08/2018.

e) Declaration By Independent Director:

Your Company has received a statement of declarations from all the Independent Directors that they meet the criteria of independence as laid down under the section 149(6) of the Companies Act 2013 with the Schedules and Rules issued thereunder and also in accordance to Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015.

f) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 as provided under Schedule IV(Code of independent director) of the Act and the Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 made there underthe Independent Directors held their meeting to evaluate the performance of the Non Independent Directors and the Board as a whole. Each Board member's contribution their participation was evaluated and the domain knowledge they brought. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which various documents are prepared and furnished by the Board.

Subsequently the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgment governance issues etc.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) the Board of Directors of your company states its responsibility Statement:

i. In the preparation of the annual accounts for the financial year ended 31st March 2019 the applicable accounting standards and Schedule III of the Companies Act 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) have been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st march 2019 and of the profit or loss of the Company for the year ended 31st March 2019.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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 the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND DATES:

The Company had conduct 6 (Six) Board meetings during the financial year 2018-19 under review on: 30thMay 2018 27thJune 2018 13thAugust 2018 14thNovember 2018 11th February 2019 and 30th March 2019.

The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director(s)Number of Board Meetings held and attended during the yearAttended Last AGM
Held during the tenureAttended
Mr. Pratik R. Kabra66Yes
Mr. Govindlal M. Dudani66Yes
Mr. Bhupendra Singh Rajput33Yes
Mr. TAGARAM L. CHOWDHARY33N.A.
Mrs.Kanchan G. Kabra66Yes
Mr. Pankhail Desai33Yes

22. COMMITTEES OF THE BOARD:

The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.

A) AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

 Composition of the Committee:

Name of DirectorsCategoryDesignationNumber of Meeting entitled to attendNumber of Meeting Attended
Mrs. Kanchan KabraNon-executive & IndependentChairman44
Mr. Bhupendra Singh Rajput*Non-executive & IndependentMember (upto 13.08.2018)22
Mr. Pratik R. KabraPromoter Executive DirectorMember44
Mr. Tagaram L Chowdhary**Non-executive & IndependentMember (W.e.f 14.11.2018)22

*Mr. Bhupendra Singh Rajput has resigned from the post of Independent Director on 13th August 2018

**Mr. Tagaram L. Chowdhary was appointed as a Non-Executive independent director w.e.f. 14/11/2018.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the Year 4(Four) meetings of the Committee were held on 30thMay 2018 13thAugust 2018 14thNovember 2018 and 11thFebruary 2019. The necessary quorum was present at the Meetings.

As on 31.03.2019 Audit Committee comprises following members.

Name of DirectorsCategoryDesignation
Mrs. Kanchan KabraNon-executive & IndependentChairman
Mr. Pratik R. KabraPromoter Executive DirectorMember
Mr. Tagaram L ChowdharyNon-executive & IndependentMember

 Vigil Mechanism/Whistle Blower Policy:

Your Company is committed to highest standards of ethical moral and legal business conduct of business operations.Accordingly the Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No person has been denied access to the chairman of the Audit Committee.

During the financial year 2018-19 all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2018-19 of any sort from any directors and employee of your company. Whistle Blower Policy is disclosed on the website of the Company www.shreemetalloys.com.

B) NOMINATION AND REMUNERATION COMMITTEE:

 Composition of the Committee:

Name of DirectorsCategoryDesignationNumber of Meeting entitle to attendNumber of Meeting Attended
Mrs. Kanchan KabraNon-executive & IndependentChairman33
Mr. Bhupendra Singh Rajput*Non-executive &IndependentMember (upto 13.08.2018)22
Mr. Pankhil Desai***Non-executive & IndependentMember (Upto 14.11.2018)33
Mr. Govindlal M. Dudani#Non-executiveMember (w.e.f 13.08.2018)22
Mr. Tagaram L Chowdhary**Non-executive & IndependentMember (w.e.f. 14.11.2018)11

#Mr. Govindlal Dudani was resigned from the post of Chief Financial Officer and appointed as a Non-Executive director on 13/08/2018.

*Mr. Bhupendra Singh Rajput has resigned from the post of Independent Director on 13/08/2018.

**Mr. Tagaram L. Chowdhary was appointed as a Non-Executive independent director w.e.f. 14/11/2018.

***Mr. Pankhil Dineshbhai Desai (DIN: 02908540) vacant his office from the post of independent director w.e.f. on 14/11/2018 as he was disqualified under section 164 of the Companies Act 2013

 Meeting:

During the Year 3 (Three) meeting of the committee was held on 27th June 2018 13th August 2018 and 14th November 2018.

As on 31.03.2019 Nomination and Remuneration Committee comprises following members.

Name of DirectorsCategoryDesignation
Mrs. Kanchan KabraNon-executive & IndependentChairman
Mr. Govindlal DudaniNon-executive DirectorMember
Mr. Tagaram L ChowdharyNon-executive & IndependentMember

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act 2013 formulated the policy setting out the criteria for determining qualifications positive attributes independence of a Director and policy relating to remuneration for Directors Key Managerial Personnel and other employees. The said policy is furnished in Annexure- D and is attached to this report

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the period under review pursuant to Section 178(5) of the Companies Act 2013 Regulation 20 of the Listing (Obligations and Disclosure Requirements) Regulations 2015 with Stock Exchanges. The Board of Directors of the Company constituted the Stakeholder's Relationship Committee.

 Composition of the Committee:

Name of DirectorsCategoryDesignationNumber of Meeting entitled to attendNumber of Meeting Attended
Mr. Bhupendra Singh Rajput*Non-executive & IndependentChairman (upto13.08.2018)11
Mr. Govindlal M. Dudani**Non-executiveChairman (w.e.f.13.08.2018)22
Mrs. Kanchan KabraNon-executive & IndependentMember33
Mr. Pratik R. KabraPromoter Executive DirectorMember33

*Mr. Bhupendra Singh Rajput has resigned from the post of Independent Director on 13th August 2018.

**Mr. Govindlal Dudani was resigned from the post of Chief Financial Officer and appointed as a Non-Executive director on 13th August 2018.

As on 31.03.2019 Stakeholders Relationship Committee comprises following members.

Name of DirectorsCategoryDesignation
Mr. Govindlal DudaniNon-executive DirectorChairman
Mrs. Kanchan KabraNon-executive & IndependentMember
Mr. Pratik R. KabraPromoter Executive DirectorMember

 Details of Investor's grievances/ Complaints

No. of investors' complaints received by the RTA/ Company during the year: Nil No. of complaints not solved to the satisfaction of shareholders/Investors during the year: Nil No. of complaints pending as at the end of the current financial year 31stMarch 2019: Nil

 Compliance Officer

The Compliance officer of the Company is Mrs. Bhavika Lalwani w.e.f. 27-06-2018.

 Meetings of the Committee

The Committee duly met Three (3) times on 21stMay 2018 30th November 2018 and 31st December 2018.

23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure -IV to this report.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the company has nor constituted and developed CSR committee neither taken any steps towards Corporate Social Responsibility.

25. STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Company's existence are very minimal.

26. CORPOTRATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation 2015 the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate Governance Report is not applicable and therefore not provided by the Board.

27. GENERAL SHAREHOLDERS INFORMATION:

 Annual general meeting :

Day and DateTimeVenue
Saturday 28thSeptember 201911.00 a.m.103 SUN SQUARE NR. KLASSIC GOLD HOTEL OFF. C.G.ROAD NAVRANGPURA AHMEDABAD -380009

 Financial Calendar for 2019-2020 (tentative schedule subject to change)

The Company expects to announce the unaudited/audited quarterly results for the year 2019-20 as per the following schedule:

PeriodApproval of Quarterly results
Quarter ending 30th June 2019By 2nd Week of August 2019
Quarter and half year ending 30th September 2019By 2nd Week of November 2019
Quarter ending 31st December 2019By 2nd Week of February 2020
The year ending 31st March 2020By end of May 2020

 Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The company has paid its Annual Listing fees to the Stock Exchange for the year 2019-20; further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and place on record their appreciation for the support extended by Bankers and Office bearers of Government Department and Financial Institutions. Your Directors thank all esteemed customers suppliers and business associates for their faith trust and confidence reposed in the Company. Your Directors also acknowledge the continued invaluable support extended by you our shareholders and the confidence that you have placed in the company.

Regd. Office:By Order of the Board
103 SUN SquareFor Shree Metalloys Limited
Nr. Klassic Gold Hotel
Off. C.G.Road
Navrangpura
Ahmedabad -380009
Sd/-
Pratik R. Kabra
Date: 12th August 2019Chairman & Managing Director
Place: AhmedabadDIN: (00006358)