Shree Salasar Investments Ltd.
|BSE: 503635||Sector: Financials|
|NSE: N.A.||ISIN Code: INE315N01017|
|BSE 00:00 | 06 Sep||Shree Salasar Investments Ltd|
|NSE 05:30 | 01 Jan||Shree Salasar Investments Ltd|
|BSE: 503635||Sector: Financials|
|NSE: N.A.||ISIN Code: INE315N01017|
|BSE 00:00 | 06 Sep||Shree Salasar Investments Ltd|
|NSE 05:30 | 01 Jan||Shree Salasar Investments Ltd|
To the Members of
Shree Salasar Investments Limited
Your Directors have pleasure in presenting their 40th Annual Report togetherwith the Audited Accounts for the year ended March 31 2020.
1. Financial Performance:
2. Turnover & Profits:
During the year under review the sales and other income decreased from Rs. 6386238/-to Rs. 6761836/- as compared to previous year however there was net profit of Rs.245719/ - as compared to net loss of Rs. 56225/- in the previous year.
During the year under review the sales increased from Rs. 8429712/- to Rs.6761836/- as compared to previous year because of which there is net profit after tax ofRs. 2217057/- as compared to Net Loss of Rs. 88990/- in the previous year.
3. Subsidiaries Associates & Joint V entures:
The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and MarineDrive Realtors Private Limited. The Company does not have any associate Company &Joint venture.
Performance of Subsidiaries is as follows:
The total revenue of Vinca Realtors Private Limited stood at Rs. 2043474/- (Previousyear Rs. NIL/-). Net Profit for the year stood at Rs. 1981568/- (Previous year Loss Rs.26306/-)
The total revenue of Marine Drive Realtors Private Limited is NIL and Net loss for theyear stood at Rs. 10230/-.
The details of the same are given in Form AOC-1 as Annexure I forming part of AnnualReport. The details of the Policy on determining Material Subsidiary of the Company isavailable on Company's website.
The Directors of your Company do not recommend any dividend for the financial yearended 31st March 2020 in order to plough back the resources for the futuregrowth.
5. Transfer to Reserves:
During the year under review current year Profit of Rs. 245719/- was transferred toreserves.
6. Change(s) in the Nature of Business if any:
There was no change in the nature of business of the Company during the year underreview.
7. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe financial statement relate and the date of this report:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year of the Company and the date of this report.
8. Public Deposits:
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing details of deposits which are not in compliance with theChapter V of the Act is not applicable.
9. Management's Discussion and Analysis:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges in India is presentedin a separate section forming an integral part of the Annual Report as Annexure II.
10. Corporate Social Responsibility (CSR):
As on 31 March 2020 provision of Corporate Social Responsibility is not applicable toyour Company.
11. Share Capital:
The Paid up Equity Share Capital as on March 31 2020 was Rs. 32000000/-.
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.
12. Extract of Annual Return:
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return ofthe Company in Form MGT-9 is annexed as Annexure III and forms an integral part of thisreport. The Annual Return as referred in Section 134(3)(a) of the Companies Act 2013 forthe financial year ended March 31 2020 shall be placed on the website of the Company atwww.shreesalasar.in
13. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulationsperformance evaluation of Board and that of its committees and individual Directors wascarried out. A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance. A separateexercise was carried out to evaluate the performance of individual Directors who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment participation by all directors and developing consensus amongst the directorsfor all decisions.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the view of the executive directors and non-executivedirectors.
14. Number of Meetings of the Board:
The Board of Directors met Six (5) times during the Financial Year 2019-20. The Boardmet on 30th May 2019 13th August 2019 18th September2019 14th November 2019 and 14th February 2019 . The Necessaryquorum was present for all Meetings. The time gap between any two Board meetings does notexceed 120 days
The details of the number of meetings of the Board held during the Financial Year2019-20 is as under:
15. Director Responsibility Statement:
As per Section 134 (5) of the Companies Act 2013; the Board of Directors to the bestof their knowledge and ability confirm that:
i. In the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards have been followed and that there are nomaterial departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs
of the Company at the end of the March 31 2020 and of the Profit and Loss of theCompany for the year ended March 31 2020;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. They have prepared the Annual Accounts on a 'going concern' basis;
v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
A. Statutory Auditors & Audit Report:
M/s. Satya Prakash Natani & Co. Chartered Accountants having Firm RegistrationNumber 115438W will be appointed for a term of five years from the conclusion of the 40thAnnual General Meeting of the Company till the conclusion of the 45st AnnualGeneral Meeting of the Company at a remuneration recommended by the Audit Committee anddecided by the Board of Directors of the Company in consultation with the StatutoryAuditors.
M/s. Satya Prakash Natani & Co Chartered Accountants (Firm Registration No.115438 W) have confirmed that their appointments if made would be in accordance with theprovisions of the Section 141 Companies Act 2013 and that they are not disqualified forre-appointment.
For the Financial year 2019-2020 M/ s. Bhatter and Paliwal was the Statutory Auditorof the Company. Auditors Qualification:
There is no qualification reservation or adverse remarks made in the StatutoryAuditors Report.
B. Secretarial Auditor & Secretarial Audit Report:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. Mayank Arora Company Secretary in Practice Mumbai(Mem. No. F10378 and COP No.: 13609) to conduct the Secretarial Audit of the Company forthe financial year ended March 31 2020.
The report of the Secretarial Auditor is appended as Annexure IV.
Explanation or Comments on qualification reservation or adverse remark made by theCompany Secretary in practice in the Secretarial Audit Report are as follows:
C. Internal Auditor:
Satya Prakash Natani & Co. Chartered Accountants having Firm Registration Number115438W were Internal Auditors of the Company for the FY 2019-2020 pursuant to section138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014.
17. Listing of Shares:
The Equity Shares of the Company are listed on BSE Limited. Further the Company haspaid necessary listing fees to BSE as per the Listing Agreement. The Company had receivedlisting approval letter dated June 8 2017 for listing of 3000000 equity shares of Rs.10/ - each issued to Promoters and Non Promoters on a preferential basis pursuant toconversion of warrants. The Company has not paid Listing fee for the Financial Year2018-19 and 2019-20.
18. CEO & CFO CERTIFICATION
A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of theSEBI (LODR) Regulations 2015 is annexed to this report as Annexure V
19. Related Party Transactions:
The Company has formulated a policy on dealing with Related Party Transactions. Thepolicy is disclosed on the website of the Company i.e. www.shreesalasar.in.
All related party transactions that were entered into during the year under review werein the ordinary course of business and on arm's length basis. The Company has not enteredinto any contract/arrangement/transaction with related parties which could be consideredmaterial in nature. All Related Party Transactions are placed before the Audit Committeeas also the Board for approval. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are of a foreseen and repetitive nature. Your Directors drawattention of the members to notes to the financial statements which set out related partydisclosures.
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website
20. Code of Conduct:
Pursuant to Regulation 17(5) of the SEBI Listing Regulations 2015 the Board hasadopted a revised Code of Conduct for all Directors and Senior Management of the Companyand the same has been placed on the website.
All Directors and Senior Management personnel have affirmed compliance with the code ofconduct for the financial year 2019-20.
21. V igil Mechanism / Whistle Blower Policy
In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The employees and directors may report to the Compliance officerand have direct access to the Chairman of the Audit Committee. The Whistle blower Policyis placed on the website of the Company.
The said Whistle Blower Policy has been disseminated on the Company's website.
22. Risk Management Policy:
The Company has developed and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Audit Committee and the Board periodicallyreviewed the risk assessment and minimization procedures. At present there is noidentifiable risk which in the opinion of the Board may threaten the existence of theCompany.
23. Directors and Key Managerial Personnel (KMP):
a. Declaration by Directors:
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as a Director in terms of Section 164 (2) of the Companies Act 2013.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
b. Familiarization programme:
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
c. Directors and Key Managerial Personnel:
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Ms. Madhuri Singh (DIN: 07138862) Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible hasoffered herself for re-appointment.
In the Annual General meeting held on 18 th September 2019 Mr. Vipin Hirani(DIN: 03434838) & Mr. Vimal Makwana (DIN: 05222466) were re-appointed for second termof 5 years from September 28 2019 till September 27 2024.
On 18th September 2019 Company appointed Ms. Monica Singh (Membership noA35098) as Company Secretary of the Company.
Mr. Shailesh Hingarh was re-appointed as Managing Director of the Company.
24. Nomination and Remuneration Policy:
The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is posted on the website of the Companyi.e. www.shreesalasar.in.
25. Internal Financial Controls:
The Board has laid down Internal Financial Control Policy to be followed by theCompany. The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were reviewed and no reportablematerial weakness in the operation was observed.
26. Independent Directors' Meeting:
In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of theSEBI Listing Regulations 2015 the independent directors held their separate meeting on13th August 2019 without the attendance of non-independent directors andmembers of Management inter alia to discuss the following:
i) review the performance of non-independent directors and the Board as a whole;
ii) Review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors;
iii) Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties; and
iv) Review the responsibility of independent directors with regard to internalfinancial controls.
All Independent Directors were present at the meeting deliberated on the above andexpressed their satisfaction on each of the matters.
27. Insider trading:
The Company had in place a 'Code of Conduct for Prevention of Insider Trading andCorporate Disclosure Practices' in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 2015.
Accordingly the Board approved and adopted:
a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation; and
b) Code of Conduct to Regulate Monitor and Report Trading by its employees and otherconnected persons.
The code referred above is placed on the Company's website www.shreesalasar.in.
28. Particulars of Employees:
None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Croresper annum/ Rs. 8.50 Lacs per month or more during the FY 2019-20 as prescribed underSection 197(12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particularsof Employees) Rules 1975 does not arise.
29. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:
As required under Section 124 of the Act there are no unclaimed shares / dividend andinterest thereon lying with the Company for a period of seven years liable to betransferred to the Investor Education and Protection Fund established by the CentralGovernment. To comply with the requirement of SEBI Circular CIR/MRD/DP/10/2015 dated 5thJune 2015 with regard to mapping of distinctive number database Company has issuedduplicate share certificates to shareholders holding shares in physical from as on 30thMarch 2019 accordingly the old certificates stands cancelled and new certificates areavailable for distribution with the Registrar and Share Transfer Agents M/s PurvaSharegistry India Pvt. Ltd eligible shareholders are requested to collect the same afterproducing necessary documents reminder to the effect will be released shortly to theshareholders holding physical shares at their last known address under regulation 39(4)and in case of non receipt of reply the same will be dealt by transferring the same to'unclaimed suspense account" as per the provisions schedule VI of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and after the period of sevenyears shall be transferred by the listed entity in accordance with provisions of Section124(5) read with Section 124 (6) of the Companies Act 2013 and rules made thereunder.Shareholders are requested to take note of the same.
30. Particulars of Loans Guarantees or Investments:
The details of Loans and Advances made Guarantees given or Securities provided havebeen given in notes to financial statements.
31. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
Particulars with respect to conservation of Energy Technology Absorption and ForeignExchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies(Accounts) Rules 2014 is set out hereunder:
32. Significant and Material Orders passed by the Regulators or Courts:
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
33. Corporate Governance:
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the corporate governance provisions is not applicable to the Company asthe paid up Share Capital of the Company is less than 10 crores and its Net Worth does notexceed 25 crores. Hence the Report on Corporate Governance is not included in the AnnualReport.
However the Company has complied with all the mandatory requirements.
34. Audit Committee:
The Composition and quorum of the Audit Committee is in accordance with Section 177 ofthe Companies Act 2013. All members of the Audit Committee possess financial/accountingexpertise/exposure.
The Audit committee met Four (4) times during the Financial Year 2019-20. The Committeemet on 30th May 2019 13th August 2019 14th November2019 and 14th February 2020. The Necessary quorum was present for allMeetings. The Chairman of the Audit Committee was present at the last Annual GeneralMeeting of the company.
The table below provides composition and attendance of the Audit Committee.
35. Nomination & Remuneration Committee:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
The Chairman of the Nomination and Remuneration Committee was present at the lastAnnual General Meeting of the company. The Nomination and Remuneration committee met once(1) times during the Financial Year 2019-20. The Committee met on 13th August2019. The Necessary quorum was present for all Meetings. The table below providescomposition and attendance of the Nomination and Remuneration Committee.
36. Stakeholders' Relationship Committee:
The Board has reconstituted Shareholders'/Investors Grievance Committee as StakeholdersRelationship Committee in accordance with the provisions of the Companies Act 2013.
The Stakeholders Relationship Committee met Four (4) times during the Financial Year2019-20. The Committee met on 30th May 2019 13th August 2019 14thNovember 2019 and 14th February 2020.The necessary quorum was present for allMeetings. The Chairman of the Stakeholders Relationship Committee was present at the lastAnnual General Meeting of the company. The table below provides composition and attendanceof the Stakeholders Relationship Committee.
37. Share Transfer System:
All share transfer dematerialization and related work are managed by M/s. PurvaSharegistry India Pvt. Ltd Unit no. 9 Shiv Shakti Ind. Estt. J .R. Boricha marg LowerParel (E) Mumbai 400 011. Shareholders are requested to send all share transfer requestsdemat/remat requests correspondence relating to shares i.e. change of address Power ofAttorney etc. to the registrar and transfer agents.
38. Share Capital Audit:
As stipulated by Securities and Exchange Board of India (SEBI) Practicing CompanySecretaries carried out the Share Capital Audit to reconcile the total admitted capitalwith National Securities Depository Limited (NSDL) Central Depository Services (India)Limited (CDSL) and shares held physically as per the register of members and the totalissued and listed capital. M/s. Mayank Arora & Co. Practicing Company Secretariesprovides the necessary Report.
39. Disclosure under Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place a Prevention of Sexual harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual
harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy. During the year 2019-20 no complaints were received by the Companyrelated to sexual harassment.
40. Disclosure for Maintenance of Cost Record as per Specified by the Cental Governmentunder section 148(1) of the Companies Act 2013
The provision of section 148(1) of the Companies Act 2013 is not applicable to ourcompany.
41. Impact of novel COVID-19 pandemic
Due to novel COVID-19 outbreak the Maharashtra Government announced lockdown in fourcities of Maharashtra i.e. Mumbai Pune Nagpur and Pimpri Chinchwad from the midnight ofMarch 20 2020 till March 31 2020. The Government of India announced a nationwidelockdown of 21 days with effect from March 25 2020 which got extended from time to timeto combat the spread of the COVID-19 virus. In compliance with various directives issuedby the State / Central authorities your Company suspended the some operations at theOffice and shut the offices with a view to safeguard the risks to the health of theemployees of the Company.
Your Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities employees and members of the Company.
On behalf of the Board of Directors