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Shree Manufacturing Company Ltd.

BSE: 503863 Sector: Industrials
NSE: N.A. ISIN Code: INE632A01012
BSE 00:00 | 18 Aug 6.67 0.31
(4.87%)
OPEN

6.66

HIGH

6.67

LOW

6.66

NSE 05:30 | 01 Jan Shree Manufacturing Company Ltd
OPEN 6.66
PREVIOUS CLOSE 6.36
VOLUME 251
52-Week high 13.45
52-Week low 2.64
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.66
CLOSE 6.36
VOLUME 251
52-Week high 13.45
52-Week low 2.64
P/E
Mkt Cap.(Rs cr) 6
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 44th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31st March 2021 have beenrestated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars 2020-2021 2019-2020
Gross Income -- --
Profit / (Loss) Before Interest and Depreciation -1040634.89 -2523854
Gross Profit/(Loss) -1040634.89 -2523854
Provision for Depreciation -- --
Extraordinary Item -- --
Net Profit/(Loss) Before Tax -1040634.89 -2523854
Provision for Tax -- --
Net Profit/(Loss) After Tax -1040634.89 -2523854
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 -1040634.89 -2523854

2. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. (-1040634.89)/-. Thetotal reserves for the financial year 2020-2021 is Rs. (-100765144.99)/-.

4. SHARE CAPITAL

The total paid up capital of the Company as on 31st March 2021 is Rs.83002770/- comprising of 8300277 Equity Shares of Rs. 10/- each.

5. BUSINESS OUTLOOK

The markets your Company is concerned with are undergoing a massive disruption due tothe outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues toevolve and the effects on such markets remain uncertain.

The outlook going forward will depend in addition to other factors on how COVID-19continues to affect the economy.

Further information regarding the potential impact of COVID-19 and various steps takenby your Company are provided as part of the MD&A Report.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies 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 Companyconfirming that they meet criteria of independence as prescribed under Section 149(6) ofthe Companies Act 2013.

8. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of business activities during the year.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year of the Company i.e. 31st March2021 and the date of this Directors' Report i.e. 30th August 2021 except asmentioned in this Report.

10. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 29th June 2020 1. 29th June 2020
2. 10th September 2020 2. 10th September 2020
3. 28th September 2020 3. 12th November 2020
4. 12th November 2020 4. 09th February 2021
5. 09th February 2021

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and exemptions given if any.

11. BOARD EVALUATION

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

12. COMMITTEES OF THE BOARD

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany's financial reporting process.

Sr. No. Name Category Designation
1 Mr. Samir Sampat Independent Director Chairperson
2 Mr. Vishal Dedhia Director Member
3 Ms. Hetal Dave Independent Director Member

2) Nomination and Remuneration Committee

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

Sr. No. Name Category Designation
1 Mr. Samir Sampat Independent Director Chairperson
2 Mr. Vishal Dedhia Director Member
3 Ms. Hetal Dave Independent Director Member

3) Stakeholders' Relationship Committee

Shareholders Grievances Committee consists of three directors as members who areIndependent Director and Non-Executive Directors and Chaired by Independent Director andNon-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 thelevel of investor services.

Sr. No. Name Category Designation
1 Mr. Samir Sampat Independent Director Chairperson
2 Mr. Vishal Dedhia Director Member
3 Ms. Hetal Dave Independent Director Member

13. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors KMP Senior Management andtheir remuneration.

14. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that: a) In the preparation of the annual accounts the applicable accountingstandards have been followed. b) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give true and fair view of the state of affairs of the Company for theyear under review. c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The directors have prepared the annual accounts on a goingconcern basis. e) The directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively. f) The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

15. AUDITORS

Laxmi Tripti & Associates Chartered Accountant Firm (FRN: 009189C) as theStatutory Auditor of the Company to hold office from the conclusion of this Annual GeneralMeeting (AGM) till the conclusion of the 47th AGM of the Company to be held inthe year 2024.

16. AUDITORS' REPORT

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

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Payal TachakProprietress of M/s. Payal Tachak & Associates Practicing Company Secretary had beenappointed as Secretarial Auditor of the Company for the Financial Year 2020-2021. Thereport of the Secretarial Auditors is enclosed as Annexure to this report.

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

a) 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 2013read with Rule 10 of the Companies (Management and Administration) Rules 2014Publication of Results audited and unaudited in news paper Voting Through Electronicmeans News Paper Advertisement for Book Closure. The Company has not been complying thatsince the financial position of the Company does not allow Board to incur such expenditurekeeping in mind that the results are made available for investors and market through StockExchange. The Company on timely basis submits the results to the Exchange to bring theinformation in public domain. b) Regulation 14 of SEBI (Listing Obligations andDisclosures Requirements) Reg. 2015 Payment of Annual Listing Fees to Stock Exchangewithin 30 days from Financial Year end. The Company did not have adequate funds to payfull Listing Fees at stipulated time so Company had made delayed payment further Boardwill make the payment for Listing fees for Financial Year 2020-21 as and when adequatefunds available with the Company. c) Quarterly/Half-yearly/Annual Compliances of CalcuttaStock Exchange for period under review. The management will do the needful at theearliest. d) The Composition of the Nomination & Remuneration Committee is notadequate and proper as required under Section 178(1) of Companies Act 2013 and underRegulation 19(1)(b) and (c) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015.

The Company is in the process of complying the same.

18. VIGIL MECHANISM

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

19. RISK MANAGEMENT POLICY

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

20. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I. 21. CODE OF CONDUCT

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

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO Conservation of energy technology absorption foreign exchange earnings and outgoare nil during the year under review.

23. INDUSTRIAL RELATIONS

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

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures. TheCompany's internal control system is commensurate to the size scale and complexities ofits Operations.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any contracts or arrangements with related partiesspecified under Section 188 of Companies Act 2013.

26. LISTING WITH STOCK EXCHANGES

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

27. OTHER INFORMATION

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

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

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

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

4. The Company do not have any subsidiary joint venture or associate Company henceno 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 tribunalsimpacting the going concern status and company's operations in future.

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

8. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

28. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors
Place: Mumbai Vishal Dedhia Samirkumar Sampat
Date: 30th August 2021 Whole-time Director & CFO Director
DIN: 00728370 DIN: 08116619

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