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Shree Manufacturing Company Ltd.

BSE: 503863 Sector: Industrials
NSE: N.A. ISIN Code: INE632A01012
BSE 00:00 | 30 Aug 5.40 0






NSE 05:30 | 01 Jan Shree Manufacturing Company Ltd
OPEN 5.40
52-Week high 6.30
52-Week low 5.15
Mkt Cap.(Rs cr) 3
Buy Price 5.40
Buy Qty 82.00
Sell Price 5.40
Sell Qty 589.00
OPEN 5.40
CLOSE 5.40
52-Week high 6.30
52-Week low 5.15
Mkt Cap.(Rs cr) 3
Buy Price 5.40
Buy Qty 82.00
Sell Price 5.40
Sell Qty 589.00

Shree Manufacturing Company Ltd. (SHREEMFGCO) - Director Report

Company director report


The Members

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


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

Financial Summary as under:

Particulars 2018-2019 2017-2018
Gross Income 541400 --
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


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


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


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


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/- and287000 12% Cumulative Redeemable Preference Shares of Rs. 100/- each amounting to Rs.28700000/-.


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.


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.


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

Date Date
Board Meeting Audit Committee
1. 21st May 2018 1. 21st May 2018
2. 30th May 2018 2. 30th May 2018
3. 05th July 2018 3. 14th August 2018
4. 14th August 2018 4. 01st November 2018
5. 26th September 2018 5. 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 theCompanies Act 2013.


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.


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

Name Category Designation
1 Ms. Namrata Malu Independent Director Chairperson
2 Mr. Sameer Sampat Independent 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. Due to resignation and new appointmentof Directors the Composition of the Committee was reconstituted the same is as follows;

Name Category Designation
1 Ms. Namrata Malu Independent Director Chairman
2 Mr. Sameer Sampat Independent 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.

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

Name Category Designation
1 Ms. Namrata Malu Independent Director Chairman
2 Mr. Sameer Sampat Independent Director Member
3 Ms. Hetal Dave Independent Director Member


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


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 accounting standards havebeen followed.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair 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 adequateaccounting records in accordance with the provisions of this 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 were operatingeffectively.

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


The statutory auditor DPSY and Associates Chartered Accountants (FRN 135764W) Mumbaiwere appointed as statutory auditors of the Company from the conclusion of the 39th AnnualGeneral Meeting (AGM) of the Company held on 30th September 2016 till the conclusion of44th AGM. Due to pre-occupancy the statutory auditor willing to resign from theconclusion of this AGM held for the financial year 2018-19. Board has decided to appoint LaxmiTripti & Associates Chartered Accountant Firm (FRN: 009189C)as the Statutory Auditor of the Company in place of DPSY and Associates CharteredAccountants (FRN 135764W) Mumbai to hold office from the conclusion of this AnnualGeneral Meeting (AGM) till the conclusion of the 47th AGM of the Company to be held in theyear 2024.


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.


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 2018-19. The reportof the Secretarial Auditors is enclosed as Annexure to this report.

Secretarial Auditor s observation and Management s explanation to the Auditor sobservation 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 CompanySecretary for half of the year. Further due to personal reasons Company Secretary hadresigned and the Board accepted the resignation. The Board is trying to recruit a CompanySecretary on best efforts basis since resignation of the previous Company Secretary oncewe get the deserving candidate we will comply with the required provisions.

b) Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 Non appointment of Qualified Company Secretary as Compliance Officer. The Board wouldlike to bring to your notice that the Company had appointed the Company Secretary ascompliance office of the Company for half of the year. Further due to personal reasonsCompany Secretary had resigned and the Board accepted the resignation. The Board is tryingto recruit a Company Secretary on best efforts basis since resignation of the previousCompany Secretary once we get the deserving candidate we will comply with the requiredprovisions. Further the Board has decided to designate Vishal Dedhia as

Compliance officer to take care of the compliances till the time Company finds suitablecandidate 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 2013read with Rule 10 of the Companies (Management and Administration) Rules 2014

Publication 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.

d) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015Payment 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 soCompany had made delayed payment further Board will make the payment for Listing fees forFinancial Year 2019-20 as and when adequate funds available with the Company.

e) Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period underreview. The management will do the needful at the earliest.

f) 287000 12% Cumulative preference shares of Rs. 100 Each fully paid up wasredeemable in three equal installments during the year 2004-05 2005-06 and 2006-07 samehas not been redeemed till the date. The Company is under process of conversion ofpreference share into equity shares. Pursuant to the same no objection for Scheme forconversion of preference shares into equity shares were given by the BSE Limited on 30thJanuary 2019 and the same admitted by the NCLT on 28th May 2019. The Board is underprocess of complying with the necessary compliance and procedures to convert the saidpreference shares. However the Company would try and comply with all the provisions tothe fullest extent. The report of the Secretarial Auditor is enclosed as Annexure II tothis report.


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.


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.


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.


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 the Companys website.


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


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


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


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 subsection (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.


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

Vishal Dedhia Namrata Malu
Whole-time Director & CFO Director
DIN: 00728370 DIN: 003583659

Place: Mumbai

Date: 06th June 2019