FOR THE FINANCIAL YEAR ENDED 31st DAY OF MARCH 2019
To The Members
The Directors submit 26th Annual Report of M/s. Shree Securities Limited (the"Company") along with standalone audited financial statements for the financialyear ended on 31st March 2019.
1. FINANCIAL RESULTS:
(Rs. In Lakh)
|Particulars ||March 31 2019 ||March 31 2018 |
|Sales and Other Income ||310.46 ||304.69 |
|Profit before depreciation taxation & Exceptional items ||(21.30) ||(5.37) |
|Less: Depreciation ||0.00 ||0.00 |
|Less: Exceptional Items ||0.00 ||0.00 |
|Less: Current Tax ||0.00 ||0.00 |
|Less: Deferred Tax ||0.00 ||0.00 |
|Less: Tax for earlier year ||(0.06) ||0.00 |
|Profit after taxation ||(21.30) ||(5.37) |
|Add: Balance brought forward from previous year ||(59.57) ||(37.51) |
|Surplus available for appropriation ||(77.13) ||(59.57) |
|Appropriations || || |
|Transferred to Special Reserve ||0.00 ||0.00 |
|Contingency provision for Standard Assets ||3.80 ||2.36 |
|Provision for Doubtful Assets ||0.00 ||(19.05) |
|Transitional Provision for Depreciation ||0.00 ||0.00 |
|Balance carried to Balance sheet ||(77.13) ||(59.57) |
2. COMPANY'S PERFORMANCE :
During the year under review the revenue from operations is Rs. 310.46 lakhs compareto previous year Rs. 304.69 lakhs while the Company has earned Profit/(Loss) of Rs.(21.30) lakhs as against Loss of Rs.(5.37) lakhs of previous year. Your Directors areidentifying prospective areas and will make appropriate investments that will maximize therevenue 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 ofNBFCs in the Indian financial system cannot be neglected. The Company expects that with astable and a reformed 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.
3. DIVIDEND :
During the year under review the Directors of your Company do not recommend anydividend.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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. AUDITORS :
Statutory Audit :-
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. M/s. R. K. Kankaria & Co. Chartered Accountants (FirmRegistration No. 321093E) who are the Statutory Auditors of the Company will hold officeup to the Annual General Meeting of the Company in the year 2023. Secretarial Audit:-
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 Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the company has appointed M/s. P D Rao & Associates Practicing Company Secretaries(C.P. No. 14385 & Membership Number A38387) to undertake the Secretarial Audit of theCompany. The Secretarial Audit report for the financial year ended 31st March 2019 isannexed herewith as "Annexure-A" to this report. The Secretarial Audit Reportdoes not contain any qualification reservation and adverse remark.
6. AUDITOR'S CERTIFICATE ON CORPORATE GOVERANCE:
The auditors' certificate on Corporate Governance as required by SEBI (LODR)Regulations 2015 is enclosed to the Board's report. The certificate does not contains anyqualifications reservations or adverse remarks.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of section 149 of the Act Mr. Harshwant Joshi (DIN :03642328) Mr. Amit Kumar Basu (DIN: 08009413) and Mr. Sankar Kumar Chakraborty(DIN:00087412) Independent Directors of the Company have submitted a declaration thateach of them meets the criteria of independence as provided in section 149(6) of the Actand there has been no change in the circumstances which may affect their status asindependent director during the year. Director Mr. Basant Kumar Sharma (DIN: 00084604)retire by rotation and being eligible offer himself for re-appointment. Mr. Basant KumarSharma (DIN: 00084604) has been re-appointed as Managing Director of the Company for theperiod of five years on expiry of his present term on 11.02.2019 with effect from 12thday of February 2019 up to 10th day of February 2024. Approval of members is beingsought for appointment of Ms. Priya Sharma (DIN: 08350443) as Whole Time ExecutiveDirector cum CFO of the Company for a period of five years commencing 3rd February 2019to 2nd February 2024 as set out in explanatory statement annexed to the notice conveningthis Meeting. During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company. Pursuant to the provisions of section 203of the Act the key managerial personnel of the Company as on 31.03.2019 are - Mr. BasantKumar Sharma (DIN 00084604) Chief Executive Officer cum Managing Director Ms. PriyaSharma (DIN: 08350443) Chief Financial Officer cum Whole Time Director and Ms. ReemaKejriwal (ACS - 41217) Company Secretary.
8. COMMITTEES OF THE BOARD:
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. A detailed note on thecomposition of the Board and its Committees is provided in the Corporate Governance Reportsection of this Annual report.
9. CORPORATE SOCIAL RESPONSIBILITY:
According to the provision of Section 135 of the Companies Act 2013 companies having anet worth of Rs.500 crore or more or turnover of Rs.1000 crore or more or a net profit ofRs.5 crore or more during any financial year are required to constitute CSR Committee.However your Company does not fall in the above said criteria and hence not required toconstitute the said Committee.
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.
11. STATUTORY INFORMATION:
Particulars as required under sub section (3)(m)of Section 134 of the Co. Act 2013 readwith Companies (Accounts) Rules 2014:
|1. CONSERVATION OF ENERGY ||: ||Nil |
|2. TECHNOLOGY ABSORPTION & ADOPTION ||: ||Nil |
|3. FOREIGN EXCHANGE EARNING & OUTGO ||: ||Nil |
12. DIRECTOR'S 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 representations received from theoperating management the Directors hereby confirm that: i. In preparation of the annualaccounts the applicable Accounting Standards have been followed. ii. The Directors haveselected such accounting policies and have applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the Financial Year and Profit & Loss ofthe company for that period. iii. The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 1956 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. iv. The Directors have prepared the annualaccounts ongoing concern basis. v. The directors had laid down internal financial controlsto be followed by the company and that such internal financial controls are adequate andwere operating effectively. vi. The directors had devised proper system to ensurecompliance with the provisions of all applicable laws and that such system were adequateand operating effectively.
13. 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.
14. SHARE CAPITAL:
The paid up equity capital as on March 31 2019 was Rs. 7980 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE 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.
16. TRANSFER TO RESERVES :
The company has transferred NIL amount to RBI Statutory Reserve Fund for the year ended31st March 2019.
The Cash and cash equivalents as at March 31 2019 was Rs. 208.62 lakhs. The companycontinues to focus on judicious management of its working capital Receivables and otherworking capital parameters were kept under strict check through continuous monitoring.
18. 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.
19. PARTICULARS OF LOANS ADVANCES GURANTEES AND INVESTMENTS:
The provision of section 186 of the Co. Act 2013 and Schedule V of the Securities andExchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") are not applicable as the Company has not given anyloans or guarantees during the year. The details of investments if any made by theCompany is given in the notes of the financial statements.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)
Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role. In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
22. 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.
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.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 15 (Fifteen) Board Meetings and 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.
25. 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 StatutoryAuditors view and management discussion & analysis report regarding compliance of theSEBI code of Corporate Governance is annexed herewith.
26. TRANSACTIONS WITH RELATED PARTY:
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. The policy regulates all transactionsbetween the company and its related parties. The policy is available on the website of thecompany . (http://www.shreesecindia.com/file/2016/may/PolicyofRelatedPartyTransaction.pdf).
27. 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 allconcerned compliances environmental regulations and prevention of natural resources.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite (http://www.shreesecindia.com/invr.html). The policies are reviewed periodicallyby the board and updated based on need and new compliance requirement.
29. 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 has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. The Code gives guidance through examples on the expected behavior froman employee in a given situation and the reporting structure. All the Board Members andthe Senior Management personnel have confirmed compliance with the Code. All ManagementStaff were given appropriate training in this regard. The policy is available on thewebsite of the Company (http://www.shreesecindia.com/file/2016/may/CodeofConductofBoardofDirectorsandSeniorManagementPerson.pdf) .
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has a Fraud Risk and Management Policy to dealwith instances of fraud and mismanagement if any. The FRM Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board. The policy is available on the website of the Company(http://www.shreesecindia.com/file/ 2016/may/WhistleBlowerPolicy.pdf) .
31. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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. The policy is available on the website of the Company(http://www.shreesecindia.com/file/2016/may/Insider Trading.pdf).
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 2018-19 to The Bombay Stock Exchange Limited (BSE) and The CalcuttaStock Exchange Ltd. (CSE) where the shares of the Company are listed.
34. DEPOSITORY SYSTEM:
Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2019 99.94% of the equity shares of your Company were held in demat form.
35. 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.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.
37. ARCHIVAL POLICY:
The policy deals with the retention and archival of corporate records of ShreeSecurities Ltd. The policy is available on the website of the company :
(http://www.shreesecindia.com/file /2016/July/ArchivalPolicy.pdf). 38. EXTRACTOF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as
39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
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.
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.
|For and on behalf of the Board || |
|Basant Kumar Sharma ||Priya Sharma |
|Managing Director cum CEO ||Chief Financial Officer |
|(DIN: 00084604) ||& Whole Time Director |
|Place : Kolkata ||(DIN: 08350443) |
|Date : 23rd day of May 2019. || |