Shree Securities Ltd.
|BSE: 538975||Sector: Financials|
|NSE: N.A.||ISIN Code: INE397C01018|
|BSE 00:00 | 06 Sep||Shree Securities Ltd|
|NSE 05:30 | 01 Jan||Shree Securities Ltd|
|BSE: 538975||Sector: Financials|
|NSE: N.A.||ISIN Code: INE397C01018|
|BSE 00:00 | 06 Sep||Shree Securities Ltd|
|NSE 05:30 | 01 Jan||Shree Securities Ltd|
Your Directors have pleasure in presenting the Annual Report of the Company togetherwith Standalone Audited Accounts for the year ended on 31st March 2021.
(Rs. in Lakh)
1. FUTURE PERFORMANCE:
During the year under review the Company has made a loss of Rs. 4.31 lakh. YourDirectors are identifying prospective areas and will make appropriate investments thatwill maximize the revenue of the company in the current Financial Year.
2. BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS:
The Company is a Non-Banking Finance Company and is presently engaged in the businessof Investing and Financing.
In the multi-tier financial system of India importance of NBFCs in the Indianfinancial system cannot be neglected. The Company expects that with a stable and areformed government at the center there will be positive growth and furtherrationalization of capital market which will lead to more investment value creationcapitalization and thus the additional wealth for investors and see better prospects innear future. Also with the growing economy there will be more opportunities for financingwhich will prove beneficial for our company. The Company expects better results in nearfuture in anticipation of the policy reforms combined with the dedication of the highlymotivated team with excellent understanding of the operations along with magnificentcustomer relation skills.
In view of strengthening the financial position of the Company and to enhance thereserve base of the Company your directors are not recommending any dividend during thefinancial year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND :
Since there was no unpaid/unclaimed Dividend declared and paid in previous year theprovisions of Section 125 of the Companies Act 2013 is not applicable to the Company.
5. SHARE CAPITAL:
The paid-up equity capital as on March 31 2021 was Rs. 7980 lakhs. The Company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report
7. TRANSFER TO RESERVES:
The Company has not transferred any fund to reserves during the financial year 2020-21.
8. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
Your Company is committed to provide and promote safe healthy and congenial atmosphereirrespective of gender caste creed or social class of the employees. No cases have beenfiles under the Act as the Company is keeping the working environment healthy.
9. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable to the company.
10. RISK MANAGEMENT:
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.
At the Annual General Meeting held on September 22 2018 the Members approvedappointment of M/s. R. K. Kankaria & Co. Chartered Accountants (Firm RegistrationNo. 321093E) Kolkata as Statutory Auditors of the Company to hold office for a period offive years from the conclusion of that Annual General Meeting till the conclusion of theAnnual General Meeting to be held in the year 2023. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every Annual GeneralMeeting has been done away by the Companies (Amendment) Act 2017 with effect from May 72018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM.
The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report.
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Aditya Kumar Daga Practicing Company Secretaries (C.P. No. 14266 &Membership Number F10573) to undertake the Secretarial Audit of the Company. TheSecretarial Audit report for the financial year ended 31st March 2021 is annexed herewithas "Annexure - A" to this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Director Mr. Basant Kumar Sharma (DIN: 00084604) who retires by rotation and beingeligible offers himself for re-appointment.
Mr. Amit Kumar Basu and Mr. Sankar Kumar Chakraborty Independent Directors hasresigned from the company w.e.f. 15th June 2020 and in place of which Ms. Priyanka Singh(DIN: 08752330) and Mrs. Shiwaginee Jaiswal (DIN: 08763022) has been appointed asIndependent Director of the Company w.e.f. 15th June 2020. Further Mr. Harshwant JoshiIndependent Director has also resigned from the company w.e.f. 7th August 2020 and inplace of which Ms. Vaishali Kumari Shaw (DIN: 08804508) has been appointed as IndependentDirector of the Company w.e.f. 8th August 2020. Thereafter Shareholder's approval hastaken by the Company for the above Director's appointment in the Annual general meetingheld in year 2020.
In the opinion of the Board all the Independent Directors are well experiencedbusiness leaders. Their vast experience shall greatly benefit the Company. Further theypossess integrity and relevant proficiency which will bring tremendous value to the Boardand to the Company.
Ms. Priti Balodi resigned from the post of Company Secretary cum Compliance Officer ofthe Company w.e.f. 17.11.2020 in place of which Ms. Romita Singh appointed as CompanySecretary cum Compliance Officer of the Company w.e.f. 17.11.2020 and resigned on18.02.2021. Thereafter Ms. Raksha Kumari appointed as Company Secretary cum ComplianceOfficer of the Company w.e.f. 19.02.2021.
13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange and requirements underthe Companies Act 2013 the Report on
Corporate Governance together with Statutory Auditors view and management discussion& analysis report regarding compliance of the SEBI code of Corporate Governance isannexed herewith.
14. FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 as amended.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board and tomaintain its objectivity and independence the Audit Committee reports to the Chairman ofthe Audit Committee and & to the Board Chairman & Managing Director.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO
The provisions of Section 134(3)(m) of the Companies Act 2013 regarding conservationof energy and technology absorption are not applicable.
Further there were no foreign exchange inflow or outgo during the period under review.
18. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS :
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Stakeholders Relation Appointment & Remuneration Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
19. NOMINATION &REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 12 (twelve) Board Meetings 5 (five) Audit Committee Meetings 8 (eight)Nomination & Remuneration Committee Meetings and 2 (two) Stakeholders' RelationshipCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY :
A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said policymay be referred to at the website of the Company http://www.shreesecindia.com/. The AuditCommittee reviews all related party transactions quarterly. Necessary approval of theAudit Committee and the Board of Directors were taken wherever required.
22. ENVIRONMENT AND SAFETY :
The Company is conscious of the importance of environmentally clean & safeenvironment. Since your company is a Non-Banking financial company so the question ofenvironment pollution does not arise.
However the company ensures safety of all concerned compliances environmentalregulations and prevention of natural resources.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of clause (c) of sub-section (1) and sub section (5) ofsection 134 of the Companies Act 2013 ('the Act') and based on the representationsreceived from the operating management the Directors hereby confirm that:
i. In preparation of the annual accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures.
ii. The Directors had selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
24. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary hence the compliance of provisions of section129(3) of the Companies Act 2013 are not applicable.
25. CODE OF CONDUCT:
The Board of Directors has a Code of Conduct which is applicable to the Members of theBoard and all employees in the course of day to day business operations of the company.The Code has been posted on the Company's website. The Code lays down the standardprocedure of business conduct which is expected to be followed by the Directors and thedesignated employees in their business and in particular on matters relating to integrityin the work place in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from an employee in agiven situation and the reporting structure. All the Board Members and the SeniorManagement Personnel have confirmed compliance with the Code. All Management Staff weregiven appropriate training in this regard.
26. RELATED PARTY TRANSACTION POLICY:
The policy regulates all transactions between the company and its related parties. Thepolicy is available on the website of the company(https://www.shreesecindia.com/file/2016/mav/PolicvofRelatedPartvTransaction.pdf)
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. In staying true to our values of Strength Performance and Passion and in line withour vision of being one of the most respected companies in India the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.
The vigil mechanism ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern. The Chairman of Audit and Chairman of the Board looks into thecomplaints raised.
29. PREVENTION OF INSIDER TRADING:
The Company has a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
30. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of theCompanies Act 2013 the Annual Return as on March 31 2021 is available at the website ofthe Company www.shreesecindia.com
31. PARTICULARS OF EMPLOYEES:
Human Capital is an important asset for the Company and the Company has taken and shallcontinue to take adequate steps towards education and enrichment of the human capital.Your Directors place on record the sense of appreciation for the valuable contributionmade by the staff members of the company and hope that their continued support will helpin achieving the goals of the Company. None of the employees of the company are in receiptof remuneration in excess of the limit prescribed under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (appointment and Remuneration ofManagerial Personnel) Rules 2014.
32. PRESERVATION OF DOCUMENTS:
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
33. LISTING WITH STOCK EXCHANGE
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2020-21 to the Bombay Stock Exchange Limited (BSE) and The CalcuttaStock Exchange Limited where the shares of the Company are listed.
34. COVID-19 IMPACT ON THE COMPANY :
As Members are aware since March 2020 the Country/World has been seeing the impactdue to COVID-19 pandemic. With a significant increase in number of cases in early 2020the Government has been taking various measures including a national lockdown for threemonths to contain the virus which in turn affected economic activity in the Country. YourCompany has taken various measures to monitor and mitigate the effects of COVID-19 suchas safety and health measures for employees (e.g. social distancing personal hygienework from home) and securing the supply of materials that are essential for productionprocess and virtual technology in testing commissioning etc. to ensure businesscontinuity.
The Second wave of COVID-19 has hit the country like tsunami and has badly affected thehuman life medical facilities and economy of the Country. The situation became grave inApril 2021 resulting lockdown by many states governments in India. The sudden spike ofCOVID cases pushed the Indian Economy into a technical recession due to deadly pandemicwave. Employee safety remained the Company's priority
35. DEPOSITORY SYSTEM :
Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2020 99.94% of the equity shares of your Company were held in demat form.
36. SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government.
The Board wishes to place on record their gratitude for the co-operation and assistancereceived from all those who contributed by some means or other for the performance of thecompany and expect the same in the future.