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Shree Manufacturing Company Ltd.

BSE: 503863 Sector: Industrials
NSE: N.A. ISIN Code: INE632A01012
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NSE 05:30 | 01 Jan Shree Manufacturing Company Ltd
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VOLUME 7
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OPEN 3.43
CLOSE 3.43
VOLUME 7
52-Week high 5.00
52-Week low 3.04
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Manufacturing Company Ltd. (SHREEMFGCO) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 42nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31st March 2019 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars2018-20192017-2018
Gross Income541400--
Profit / (Loss) Before Interest and Depreciation-2226935-1431245
Gross Profit/(Loss)-2226935-1431245
Provision for Depreciation----
Extraordinary Item----
Net Profit/(Loss) Before Tax-2226935-1431245
Provision for Tax----
Net Profit/(Loss) After Tax-2226935-1431245
Balance of Profit brought forward----
Balance available for appropriation----
Proposed Dividend on Equity Shares----
Tax on proposed Dividend----
Transfer to General Reserve----
Surplus carried to Balance Sheet-2226935-1431245

2. COMPANY'S PERFORMANCE AFFAIR

Your Directors are positive about the Company s operations and making best efforts to implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company your directors do not recommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. (2226935)/-. The total reserves for the financial year 2018-19 is Rs. (97900656)/-.

5. SHARE CAPITAL

The total paid up capital of the Company as on 31st March 2019 is Rs. 83702770/- comprising of 5500277 Equity Shares of Rs. 10/- each amounting to Rs. 55002770/- and 287000 12% Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs. 28700000/-.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act 2013.

8. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Nine Board Meetings and Five Audit Committee Meetings were convened and held.

The details of which are given as under.

DateDate
Board MeetingAudit Committee
1. 21st May 20181. 21st May 2018
2. 30th May 20182. 30th May 2018
3. 05th July 20183. 14th August 2018
4. 14th August 20184. 01st November 2018
5. 26th September 20185. 11th February 2019
6. 29th September 2018
7. 01st November 2018
8. 11th February 2019
9. 29th March 2019

The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Nomination & Remuneration committee.

10. COMMITTEES OF THE BOARD

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company s financial reporting process. Due to resignation and new appointment of Directors the Composition of the Committee was reconstituted the same is as follows;

NameCategoryDesignation
1 Ms. Namrata MaluIndependent DirectorChairperson
2 Mr. Sameer SampatIndependent DirectorMember
3 Ms. Hetal DaveIndependent DirectorMember

2) Nomination and Remuneration Committee

The Company s Nomination and Remuneration Committee consist of 3 directors of which three are Independent and Non-Executive Directors.

Due to resignation and new appointment of Directors the Composition of the Committee was reconstituted the same is as follows;

NameCategoryDesignation
1 Ms. Namrata MaluIndependent DirectorChairman
2 Mr. Sameer SampatIndependent DirectorMember
3 Ms. Hetal DaveIndependent DirectorMember

3) Stakeholders Relationship Committee

Shareholders Grievances Committee consists of three directors as members who are Independent Director and Non-Executive Directors and Chaired by Independent Director and Non-Executive Director. The Committee inter-alia deals with various matters relating to:

 Transfer/transmission of shares;

 Issue of duplicate share certificates;

 Investors` grievances and redressed mechanism and recommend measures to improve the level of investor services.

Due to resignation and new appointment of Directors the Composition of the Committee was reconstituted; the same is as follows;

NameCategoryDesignation
1 Ms. Namrata MaluIndependent DirectorChairman
2 Mr. Sameer SampatIndependent DirectorMember
3 Ms. Hetal DaveIndependent DirectorMember

11. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like to state that:

a) In the preparation of the annual accounts the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively.

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

13. AUDITORS

The statutory auditor DPSY and Associates Chartered Accountants (FRN 135764W) Mumbai were appointed as statutory auditors of the Company from the conclusion of the 39th Annual General Meeting (AGM) of the Company held on 30th September 2016 till the conclusion of 44th AGM. Due to pre-occupancy the statutory auditor willing to resign from the conclusion of this AGM held for the financial year 2018-19. Board has decided to appoint Laxmi Tripti & Associates Chartered Accountant Firm (FRN: 009189C) as the Statutory Auditor of the Company in place of DPSY and Associates Chartered Accountants (FRN 135764W) Mumbai to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 47th AGM of the Company to be held in the year 2024.

14. AUDITORS' REPORT

The Board has duly examined the Statutory Auditor s report on accounts which is self explanatory and clarifications wherever necessary have been included in the Notes to Financial Statements of the Annual Report.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Payal Tachak Proprietress of M/s. Payal Tachak & Associates Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the Financial Year 2018-19.

The report of the Secretarial Auditors is enclosed as Annexure to this report.

Secretarial Auditor s observation and Management s explanation to the Auditor s observation

a) Section 203(1) (ii) Non appointment of Company Secretary

The Board would like to bring to your notice that the Company had appointed the Company Secretary for half of the year. Further due to personal reasons Company Secretary had resigned and the Board accepted the resignation. The Board is trying to recruit a Company Secretary on best efforts basis since resignation of the previous Company Secretary once we get the deserving candidate we will comply with the required provisions.

b) Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Non appointment of Qualified Company Secretary as Compliance Officer.

The Board would like to bring to your notice that the Company had appointed the Company Secretary as compliance office of the Company for half of the year. Further due to personal reasons Company Secretary had resigned and the Board accepted the resignation. The Board is trying to recruit a Company Secretary on best efforts basis since resignation of the previous Company Secretary once we get the deserving candidate we will comply with the required provisions. Further the Board has decided to designate Vishal Dedhia as Compliance officer to take care of the compliances till the time Company finds suitable candidate for the post of Company Secretary.

c) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation 2015 Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014 and Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules 2014 - Publication of Results audited and unaudited in news paper Voting Through Electronic means News Paper Advertisement for Book Closure.

The Company has not been complying that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company on timely basis submits the results to the Exchange to bring the information in public domain.

d) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015 Payment of Annual Listing Fees to Stock Exchange within 30 days from Financial Year end.

The Company did not have adequate funds to pay full Listing Fees at stipulated time so Company had made delayed payment further Board will make the payment for Listing fees for Financial Year 2019-20 as and when adequate funds available with the Company.

e) Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period under review.

The management will do the needful at the earliest.

f) 287000 12% Cumulative preference shares of Rs. 100 Each fully paid up was redeemable in three equal installments during the year 2004-05 2005-06 and 2006-07 same has not been redeemed till the date.

The Company is under process of conversion of preference share into equity shares. Pursuant to the same no objection for Scheme for conversion of preference shares into equity shares were given by the BSE Limited on 30th January 2019 and the same admitted by the NCLT on 28th May 2019. The Board is under process of complying with the necessary compliance and procedures to convert the said preference shares.

However the Company would try and comply with all the provisions to the fullest extent. The report of the Secretarial Auditor is enclosed as Annexure II to this report.

16. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

17. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

19. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as code of business conduct which forms an Appendix to the Code. The Code has been posted on the Company s website.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo are nil during the year under review.

21. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

22. LISTING WITH STOCK EXCHANGES

The Company is listed on BSE Limited and Calcutta Stock Exchange Limited (CSE). The Company is currently suspended on Calcutta Stock Exchange.

23. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There are no contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act 2013.

2. Your Company has not provided Loans Guarantees or made Investment pursuant to Section 186 of the Companies Act 2013;

3. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company hence there is no need to develop policy on CSR and take initiative thereon;

4. The Company do not have any subsidiary joint venture or associate Company hence no need to state anything about the same;

5. The Company has not accepted deposits covered under Chapter V of the Act;

6. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

7. Since the Company having paid-up capital less than the threshold provided under Regulation 27 of the Listing Regulation hence the Company need not required to address Reports on Corporate Governance certificate/s pertains thereto and Management Discussion and Analysis Report

8. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

24. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Vishal DedhiaNamrata Malu
Whole-time Director & CFODirector
DIN: 00728370DIN: 003583659

Place: Mumbai

Date: 06th June 2019

   

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