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Shree Worstex Ltd.

BSE: 541358 Sector: Financials
NSE: N.A. ISIN Code: INE926R01012
BSE 05:30 | 01 Jan Shree Worstex Ltd
NSE 05:30 | 01 Jan Shree Worstex Ltd

Shree Worstex Ltd. (SHREEWORSTEX) - Director Report

Company director report

To the Shareholders

Your directors take pleasure in presenting the 36th Annual Report on thebusiness and operations of your Company along with the audited standalone financialstatements for the year ended March 31 2019.

COMPANY OVERVIEW

Shree Worstex Limited was incorporated under Companies Act 1956 on 2ndJune 1982. The Company is a Non Deposit Accepting Non-Banking Finance Company("NBFC") holding "Certificate of Registration no.: 14.00233" from theReserve Bank of India ("RBI") dated 31st July 2000. Equity Shares ofthe Company are listed on Metropolitan Stock Exchange of India Limited (MSEI) and BSELimited .

FINANCIAL SUMMARY/HIGH LIGHTS/PERFORMANCE OF THE COMPANY

The Company's financial results are as under:
(in Rs.)
Particular Current Year 2018-19 Previous Year 2017-18
Revenue from Operations 5296996 3103404
Total revenue (including other income) 13284252 12703404
Total Expenses: 14274330 6290384
Profit before tax (990079) 6413020
Tax Expenses:
Less: Current tax - (1651353)
Add: Deferred tax - -
Profit after tax (990079) 4761667

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31 2019stood at ` 5296996/- as against ` 3103404/- for the year ended March 31 2018. TheCompany has incurred a loss (after tax) of ` (990079)/- for the Year ended March 312019 as compared to profit earned of ` 4761667 in the previous year.

STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to customer service.Innovations investment and positive modifications are expected in the near futureboosting the Company's revenue. Together with forward looking strategy the Company isalso focusing extensively on expanding the business and operational improvements throughvarious strategic projects for operational excellence.

RESERVES

During the year under review Company has not transferred any amount to special reserveFund in terms of Section 45-IC of Reserve Bank of India Act 1934 as the company has notearned any profit during the Year.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.

DIVIDEND

The Company needs further funds to enhance its business operations to upgrade theefficiency and to meet out the deficiencies in working capital. The Directors thereforedo not recommend any dividend on Equity Shares for the financial year 2018-19.

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made there under. There is nounclaimed or unpaid deposit lying with the Company.

HOLDING SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Holding Subsidiary Joint Venture or Associate Company.

SHARE CAPITAL

As on 31st March 2019 Share Capital of the Company is ` 35000000/-(Rupees Three Crore Fifty Lakh) divided into 3500000 (Thirty Five Lakh) equity shares of` 10/- (Rupees Ten) each.

As on 31st March 2019 issued subscribed and Paid up share capital of theCompany was ` 31400000/- (Rupees Three Crore Fourteen Lakh) divided into 3140000(Thirty One Lakh Fourty Thousand) equity shares of ` 10/- (Rupees Ten) .

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

Shree Worstex Limited is a registered NBFC and the main objects of the Company is toprovide loan guarantees and made investments. Hence the Company does not fall under thepurview of the provisions of Section 186 of the Companies Act 2013 and rules made thereunder w.r.t. its investment and lending activities. Details of Loans Guarantees andInvestments are given in the notes to the Financial Statements.

LISTING OF EQUITY SHARES OF THE COMPANY

As on date Company's total 3140000 equity shares of ` 10/- each is listed onMetropolitan Stock Exchange of India Limited (MSEI) and BSE Limited.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board there has been no material changes and commitments ifany affecting the financial position of the Company which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.

RE-CLASSIFICATION OF SHARE CAPITAL STRUCTURE OF COMPANY

Company got approval letter for reclassification of promoters under regulation 31A ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 vide MSEI LetterNo. MSE/LIST/2018/1484 dated May 24 2018.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company in the financial year2018-198 but company altered its main object clause in the last annual general meetingheld on September 21 2018 with approval of members of company in line of no change inindustry activity and nature of business of company

CREDIT RATING

The Directors of the Company are pleased to report that the Company has its membershipCertificate from all four CICs i.e. Credit Information Bureau (India) Limited (CIBIL)Equifax Credit Information Services Private Limited (ECIS) Experian Credit InformationCompany of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. However the Company makes all efforts towards conservation of energy protectionof environment and ensuring safety. During the year under review the Company had noearnings and expenditure in foreign exchange.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure A" ofthis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately are given in "Annexure B" of this Report.

CORPORATE GOVERNANCE

Since the paid- up capital of the Company is less than ` 10 Crores and Net worth isless than ` 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the Company.

RISK MANAGEMENT

Your Company being a NBFC is subjected to both Business and Financial risk. While thebusiness risk associated with operating environment ownership structure ManagementSystem & Policy the financial risk lies in Asset Quality Liquidity Profitabilityand Capital Adequacy. The company recognizes these risks and makes best effort to mitigatethem in time. Risk Management is also an integral part of the Company's business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize riskas also identify business opportunities.

INTERNAL CONTROL SYSTEMS

The Company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficiency of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31 2019 your Board comprised of 5 (Five) Directors which includes two nonexecutive directors (including women director) and three independent directors. YourDirectors on the Board possess experience competency and are renowned in their respectivefields. All Directors are liable to retire by rotation except Independent Directors whoseterm of 5 consecutive years was approved by the Shareholders of the Company in the AnnualGeneral Meeting.

Key Managerial Personnel

As on March 31 2019 following members holds the position of Key Managerial Personnelare:

• Mrs. Nidhi Marwaha Chief Executive Officer & Chief Financial officer

• Ms. Pooja Mittal Company Secretary & Compliance Officer

Board Evaluation

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 the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

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 views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act 2013 read with the Companies(Appointment and Qualifications of Directors) Rules 2014 the Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe 'criteria of Independence' as prescribed under Section 149(6) of the Companies Act2013 and have submitted their respective declarations as required under Section 149(7) ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all itsDirectors including the Independent Directors.

Directors' Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that— a) The level and compositionof remuneration is reasonable and sufficient to attract retain and motivate directors ofthe quality required to run the company successfully; b) Relationship of remuneration toperformance is clear and meets appropriate performance benchmarks; and c) Remuneration todirectors and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals. During the year under review none of the Directors of the companyreceive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 yourdirectors hereby confirm that: (a) in the preparation of the annual accounts for thefinancial year ended March 31 2019 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures; (b) the directorshave selected such accounting policies and 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 of the profit andloss of the Company for that period; (c) the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and preventing anddetecting fraud and other irregularities; (d) the directors have prepared the annualaccounts for the financial year ended March 31 2019 on a going concern basis; (e) thedirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively;‘ and thedirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Seven (7) times during the financial year2018-19. The meetings of Board of Directors were held on 2nd April 2018 3rd May 201930th May 2019 8th August 2019 5th November 2018 30th January 2019 and 27th March2019.

The Minutes of the Meetings of the Board of Directors are discussed and taken note bythe board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of the Director Designation Category

Number of Board Meetings during the year

Attendance of Last AGM
Held Attended
Mr. Pawan Kumar Mittal Director Non Executive- Non Independent 7 7 Yes
Mrs. Kiran Mittal Director Non Executive- Non Independent 7 7 Yes
Mr. Jitendra Kumar Aggarwal Director Non Executive- Independent 7 6 Yes
Mr. Pankaj Kapoor Director Non Executive- Independent 7 6 Yes
Mr. Avinash Sharma Director Non Executive- Independent 7 6 Yes

The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The agenda and Notice for all the Meetings was prepared and circulated in advance to theDirectors.

Information provided to the Board

The Board of the Company is presented with all information under the following headswhenever applicable and materially significant. These are summarised either as part of theagenda will in advance of the Board Meetings or are tabled in the course of the BoardMeetings. This inter alia includes:

• Annual operating plans of businesses capital budgets updates.

• Quarterly results of the Company and its operating divisions or businesssegments.

• Information on recruitment and remuneration of senior officers just below theBoard level including appointment or removal of Chief Financial Officer and the CompanySecretary.

• Materially important litigations show cause demand prosecution and penaltynotices.

• Fatal or serious accidents.

• Any material default in financial obligations to and by the Company orsubstantial non-payment for services rendered by the Company.

• Any issue which involves possible public liability claims of substantialnature including any judgment or order which may have passed strictures on the conductof the Company or taken an adverse view regarding another enterprise that can havenegative implications on the Company.

• Transactions had involved substantial payments towards good-will brand equityor intellectual property.

• Significant development in the human resources front.

• Sale of material nature of investments assets which is not in the normalcourse of business.

• Quarterly update on the return from deployment of surplus funds.

• Non-compliance of any regulatory or statutory provisions or listing requirementsas well as shareholder services as non-payment of dividend and delays in share transfer.

• Significant labour problems and their proposed solutions. Any significantdevelopment in Human Resources /Industrial Relations front like signing of wage agreementimplementation of Voluntary Retirement Scheme etc.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act 2013 read with the rulesmade there under a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole was evaluated taking intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on March 27 2019 during the year2018-19.

Committee Meetings

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting progress with a view to ensuringaccurate timely and proper disclosures and transparency integrity and quality offinancial reporting. The Committee oversees the work carried out by the managementinternal auditors on the financial reporting process and the safeguards employed by them.

Brief description of the terms of reference

• Overview of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition.

• Recommending the appointment re-appointment and removal of external auditorsfixation of audit fee and also approval for payment for any other services.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing primarily on: o Any changes in accounting policies and practices; oMajor accounting entries based on exercise of judgment by management; o Qualifications indraft audit report; o Significant adjustments arising out of audit; o Compliance withaccounting standard; o Compliance with stock exchange and legal requirements concerningfinancial statements; o Any related party transactions as per Accounting Standard 18. oDisclosure of contingent liabilities. o Reviewing with the management external andinternal auditors and the adequacy of internal control systems. o Discussion with internalauditors of any significant findings and follow up thereon. o Reviewing the findings ofany internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the Board. o Looking into the reasons for substantial defaults inpayments to the depositors debenture holders shareholders (in case of non-payment ofdeclared dividends) and creditors. o Reviewing compliances as regards the Company'sWhistle Blower Policy.

• Mandatory review of following information o Management discussion and analysisof financial condition and results of operations; o Statement of significant related partytransactions submitted by management; o Management letters / letters of internal controlweaknesses issued by Statutory Auditors and: o Appointment removal and terms ofremuneration of Internal Auditor.

The Board has re-constituted the Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and have financial management expertise. The Audit Committeecomprises of three members including all members as independent director out of which oneis chairman of this committee.

The Audit Committee met Four (4) times during the financial year 2018-19. The meetingsof Audit Committee were held on 30th May 2018 8th August 2018 5th November 2018 and30th January 2019.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at the Meetings are asfollows:

Name Designation

No. of Meetings

Held Attended
Mr. Avinash Sharma Chairman 4 4
Mr. Pankaj Kapoor Member 4 4
Mr. Jitendra kumar Aggarwal* Member 4 4

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformitywith the requirements as per provisions of sub-Section (3) of Section 178 of CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company had Constituted Nomination and Remuneration Committee to decide and fixpayment of remuneration and sitting fees to the Directors of the Company as per provisionsu/s 178 of the Companies Act 2013.

The terms of reference of the remuneration committee in brief pertain to inter-aliadetermining the Companies policy on and approve specific remuneration packages forexecutive director (s)/Manager under the Companies Act 2013 after taking in to accountthe financial position of the Company trend in the industry appointees qualificationexperience past performance interest of the Company and members.

This Nomination & Remuneration committee will look after the functions asenumerated u/s 178 of the Companies Act 2013. This Committee has comprises three membersincluding two members as independent directors out of which one member is chairman of thecommittee.

The Nomination and Remuneration Committee met Two (2) times during the financial year2028-19. The meetings of Nomination and Remuneration Committee were held on 3rd May 2018and 30th January 2019.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussedand taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Nomination and Remuneration Committee and Their Attendance atthe Meetings are as follows:

Name Designation

No. of Meetings

Held Attended
Mr. Avinash Sharma Chairman 2 2
Mr. Pankaj Kapoor Member 2 2
Mrs. Kiran Mittal Member 2 1

Stakeholder's Relationship Committee

The scope of the Stakeholders' Relationship Committee is to review and address thegrievance of the shareholders in respect of share transfers transmission non-receipt ofannual report non-receipt of dividend etc and other related activities. In addition theCommittee also looks into matters which can facilitate better investor's services andrelations.

In compliance with the provisions of Section 178 of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has an independent Stakeholders' Relationship Committee to consider and resolvegrievances of the Shareholders / Investors. This Committee has comprises three membersincluding all members as independent directors out of which one member is chairman of thecommittee.

The Stakeholders' Relationship Committee met Two (2) time during the financial year2018-19. The meetings of Stakeholders' Relationship Committee were held on 8th August2018 and 30th January 2019.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Stakeholders' Relationship Committee and Their Attendance at theMeetings are as follows:

Name Designation

No. of Meetings

Held Attended
Mr. Avinash Sharma Chairman 2 2
Mr. Pankaj Kapoor Member 2 2
Mr. Pawan Kumar Mittal Member 2 2

Compliance Officer

Name Ms. Pooja Mittal
Company Secretary & compliance Officer
Contact Details 325 IIIrd Floor Aggarwal Plaza Sector-14 Rohini New Delhi
110085
E- mail Id shreeworstex@gmail.com info@shreeworstex.in

Shareholders Meetings

There was only one (1) annual general meeting of shareholders was held on September 212018.

AUDITORS

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed G Aakash & Associates Company Secretaries to undertakethe Secretarial Audit of the Company for the Financial Year 2018-19.

• Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financialyear 2018-19 are given in "Annexure C" of this report.

• Secretarial Auditors Observations

Secretarial Auditors observations are self explanatory. There was no adverse remarkobservation and any disclaimer.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board had appointed M/sS.K. Goel & Associates Chartered Accountants as the Internal Auditors of the Companyfor the financial year 2018-19.

• Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

• Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. V.N. Purohit & Co. Chartered Accountants wereappointed in the 32nd Annual General Meeting as the Statutory Auditors of the Company andfor a period of five years hold office up to the conclusion of the 36th AnnualGeneral Meeting.

The Company's Auditors M/s. V.N. Purohit & Co. Chartered Accountants who wereappointed with your approval at the 32nd AGM for a period of five years will completetheir present term on conclusion of the ensuing 36th AGM of the Company.

The Board on the recommendation of the Audit Committee recommended for the approvalof the Members the re appointment of M/s. V.N. Purohit & Co. Chartered Accountantsas the Auditors of the Company for second term of five years from the conclusion of theensuing 36th AGM till the conclusion of the 41st AGM. On the recommendation of the AuditCommittee the Board also recommended for the approval of the Members the remuneration ofM/s. V.N. Purohit & Co. Chartered Accountants for the financial year 2019-20.Appropriate resolution seeking your approval to the re appointment and remuneration ofM/s. V.N. Purohit & Co. Chartered Accountants as the Statutory Auditors is appearingin the Notice convening the 36th AGM of the Company.

• Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year 2018-19 are givenin "Annexure D" of this report.

• Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualifications reservations adverse remarks or disclaimer. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee or the Board ofDirectors under Section 143(12) of the Companies Act 2013 during the financial year endedMarch 31 2019.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPANIES ACT 2013

The particulars of contracts or arrangements with related parties for the financialyear 2018-19 along with the Financial Statements in Form No. AOC-2 are given in"Annexure E" of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT 9 are given in "Annexure F" of this Report.

ENHANCING SHAREHOLDER VALUE

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN- INE926R01012 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 96.53% of the Company's Paid-up Share Capital is in dematerialized form andbalance 3.47% is in physical form as on 31st March 2019.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of your Company has adopted the Vigil Mechanism and Whistle BlowerPolicy.

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19:

• No of complaints received : 0

• No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to spend any amount in respect of Corporate SocialResponsibility as provisions relating to Corporate Social Responsibility under Section 135of Companies Act 2013 is not applicable to Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2018-2019.

OTHER DISCLOSURES

Your Directors state that during the financial year 2018-19:

• The Company did not issue any equity shares with differential rights as todividend voting or otherwise.

• The Company did not issue any Sweat Equity shares.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act 2013Listing Agreement executed with the Stock Exchange(s) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company is in compliance with the SecretarialStandards.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all level.

By the order of the Board of directors of
For Shree Worstex Limited
Sd/- Sd/-
Pawan Kumar Mittal Kiran Mittal
Date: 14/08/2019 Director Director
Place: New Delhi DIN: 00749265 DIN: 00749457