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Shree Worstex Ltd.

BSE: 541358 Sector: Financials
NSE: N.A. ISIN Code: INE926R01012
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NSE 05:30 | 01 Jan Shree Worstex Ltd
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VOLUME 2000
52-Week high 350.00
52-Week low 62.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 62.00
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00
OPEN 62.00
CLOSE 65.00
VOLUME 2000
52-Week high 350.00
52-Week low 62.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 62.00
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00

Shree Worstex Ltd. (SHREEWORSTEX) - Director Report

Company director report

To the Shareowners

Your Directors take pleasure in presenting the 33rd Annual Report on thebusiness and operations of your Company along with the audited standalone financialstatements for the year ended March 31 2016.

BACKGROUND

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) (formerlyknown as MCX Stock Exchange Limited) & Delhi Stock Exchange Limited (DSE) [DSE wasderecognized by SEBI w.e.f November 19 2015].

FINANCIAL SUMMARY/HIGH LIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Company's financial results are as under:

(Amount in Rs.)

Particular Current Year 2015-16 Previous Year 2014-15
Revenue from Operations 1214666 384316
Total revenue (including other income) 1214981 418912
Total Expenses: 1026511 402091
Profit before tax 188470 16821
Tax Expenses:
Less: Current tax (58200) (1000)
Add: Deferred tax (25770) 9642
Profit after tax 104500 25463

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The Company is a Non-Banking Financial Company registered with the Reserve Bank ofIndia. There has been no change in the business of the Company during the year underreview.

The total revenue from operations of your Company for the year ended March 31 2016stood at Rs. 1214981 as against Rs. 418912 for the year ended March 31 2015. TheProfit before tax stood at Rs. 188470 as compared to Rs. 16821 in the previous year.The Profit after tax for the year ended March 31 2016 stood at Rs. 104500 as compared toRs. 25463 in the previous year ended March 31 2015.

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 In terms of Section 45-IC of Reserve Bank of India Act1934 your Company has transferred Rs. 20900 to Special Reserve Fund . Besides this yourCompany has not transferred any amount to reserve out of the profits of the year.

DIVIDEND

For the financial year 2015-16 your Directors have recommended a dividend of Re.0.05/- (0.50%) per equity share of Rs. 10/- each fully paid up to the shareholders fortheir approval in the Annual General Meeting. Total outgo for the current year amounts toRs. 66863 (including of Dividend Distribution Tax).

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.

SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

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

SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 35000000/- (Rupees ThreeCrore Fifty Lakh) divided into 3500000 (Thirty Five Lakh) equity shares of Rs. 10/-(Rupees Ten) each.

The present Paid up capital of the Company is Rs. 11400000/- (Rupees One CroreFourteen Lakh) divided into 1140000 (Eleven Lakh Fourty Thousand) equity shares of Rs.10/- (Rupees Ten)each.

During the year the Company has allotted 900000 Equity Shares of Rs. 10/- at a par.

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.

VIGIL MECHANISM

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. The Board of Directors of your Company hasadopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act2013.

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.

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) Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI)etc.

The Company has complied with all applicable provisions of the Companies Act 1956 andthe Companies Act 2013 Listing Agreement executed with the Stock Exchanges SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.

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.

RBI GUIDELINES

As a Non Deposit taking Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.

DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMPT DIRECTORS:

During the year under review the following changes were taken place in the Directorsand Key Managerial Personnel of the Company:

• Mr. Jitendra Kumar Aggarwal Prakash Chand Jajoria and Ms. Vandana Gupta hasbeen appointed as Independent director in the Annual General Meeting of the company heldon 30th September 2015

• Mr. Surinder Kumar Jain and Mr. Sumant Kumar were regularized as Director of theCompany in the Annual General Meeting held on 30th September 2015.

• Mr. Atul Mittal has resigned from the post of directorship of the Company wef12th August 2015.

After F.Y. 2015-2016 Following changes took Place in the management of the Company :

• Mr. Prakash Chand Jajoria and Ms. Vandana Gupta had resigned from the post ofdirectorship of the Company w.e.f. May 25 2016 and August 08 2016 respectively. TheBoard places on record its profound appreciation for the contributions made by them duringtheir tenure as Directors of the Company.

• In accordance with the provisions of 152 and other applicable provisions of theCompanies Act 2013 Ms. Neelam Anand will retire at the ensuing AGM and being eligibleseek re-appointment. The Board recommends her re-appointment.

Mr. Pankaj Kapoor (DIN: 07501136) and Mr. Avinash Sharma (DIN: 07510278) was appointedas Additional Director (in the category of independent directors) of the Company w.e.fMay 25 2016 and August 08 2016 respectively. As per Section 161 of the Companies Act2013 Mr. Pankaj Kapoor and Mr. Avinash Sharma being Additional Directors hold officeupto the date of the forthcoming Annual General Meeting. The Company has received a noticein writing from the member(s) under his hand signifying the intention of such member topropose their candidature for that office along with the requisite deposit. Further interms of provisions of Section 149 and other applicable provisions of the Companies Act2013 and relevant provisions of SEBI ((Listing Obligations and Disclosure Requirements)Regulations 2015 Mr. Pankaj Kapoor and Mr. Avinash Sharma are being appointed asIndependent Directors for a period of 5 years subject to the approval of Shareholders inensuing AGM. Your Board recommends their appointment as Independent Directors of theCompany.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Act:

• The Board of Directors of the Company has appointed Ms. Nidhi Marwaha as ChiefFinancial Officer of the Company w.e.f April 28 2016.

• Mr. Sumant Kumar was appointed as Managing Director of the Company with effectfrom 30th September 2015 for a period of 5 years.

• The Board of Directors of the Company has appointed Mr. Purav Jain (MembershipNo.: ACS 44091) as Company Secretary and Compliance Officer of the Company w.e.f. August08 2016.

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 the independent directorsat which the performance of the board its committees and individual directors was alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Directors Ratio to median remuneration*
Mr. Gopal Krishan Anand NA
Ms. Neelam Anand NA
Mr. Surinder Kumar Jain NA
Mr. Sumant Kumar NA
Mr. Jitendra Kumar Agarwal NA
Mr. Prakash Chand Jajoria# NA
Ms. Vandana Gupta# NA

*the expression "median" mean the numerical value separating the higher halfof a population from the lower half and the median of a finite list of numbers may befound by arranging all the observations from lowest value to highest value and picking themiddle one. Not applicable since during the FY 2015-16 there was no permanent employeeon the roll of the Company except Mr. Sumant Kumar Managing Director of the Company.

# Resigned with effect from May 25 2016 and August 08 2016 respectively.

ii) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the Financial Year: NotApplicable since all current KMPs and Directors to whom remuneration has been paid wasappointed during FY 2015-16 and there is no comparable date for previous financial yeari.e FY 2014-15.

iii) The percentage increase in the median remuneration of employees in the financialyear: Not Applicable

iv) the number of Permanent employees on the rolls of the company : 1 (one)

v) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and

justification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration: There was no remuneration paid to employeesexcept Managing Director in the last financial year.. Hence the comparison between thetwo cannot be made.

vi) Affirmation that the remuneration is as per the remuneration policy of the company:It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 f21 & f3! OF THE COMPANIES fAPPOINTMENT AND REMUNERATION ORMANAGERIAL PERSONNEL! RULES. 2014

There is no directors/employees in the Company for which disclosure have to be madeunder the provisions of Rule 5 (2) & (3) of the Companies (Appointment andRemuneration or Managerial Personnel) Rules 2014.

A. Details of Top ten employees in terms of remuneration drawn:

Name & Designation Age (in Years) Remuneration Received Nature of Employment Qualification & Experience Date of commencement of Employment Last Employment % of Equity Share held Whether related to Director or Manage r
Sumant Kumar Managing Director 45 16000 Regular Graduation 17/03/2015 N ew Ways Consultant Pvt. Ltd. No

B. Details of other employees under aforesaid Rules:

Nil.

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 and independence of a Directorand recommend to the Board a policy relating to the Remuneration for the Directors KeyManagerial Personnel and other employees. The Nomination and Remuneration Committee shallensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All the Independent Directors are well appointed on the Board of Company in compliancewith the Companies Act 2013. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofIndependence under subsection (6) of section 149 of the Act.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186

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.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

During the year under review there are no transactions within the purview of Section188 of the Companies Act 2013.

MEETINGS OF THE BOARD

The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. The Board of Directors of the Company met Six (6) times during the financialyear 2015-16 on [06* April 2015] [30* May 2015] [12* August 2015] [01st September2015] [06th November 2015] and [12th February 2016]. Details of attendance of boardmeetings by directors are as follows:

Name of the Director Nos. of meetings attended
Neelam Anand 6
Gopal Krishan Anand 6
Atul Mittal* 2
Surinder Kumar Jain 6
Sumant Kumar 6
Jitender Kumar Agarwal 2
Prakash Chand Jajoria** 2
Vandana Gupta# 2

* Resigned w.e.fl2th August 2015 ** Resigned w.e.f25th May 2016

# Resigned w.e.f08th August 2016

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.

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

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 2 Directors out of 3 members have financial management expertise.As on the date of this report the Audit Committee comprises of the following Directors:

S. No. Name of the Member Category
1. Mr Avinash Sharma (DIN: 07510278)** Chairman
2. Mr. Sumant Kumar (DIN: 07115801) Member
3. Mr Pankaj Kapoor (DIN: 07501136) Member

The Audit Committee met Four [4] times during the financial year 2015-16 on [29thMay 2015 10th August 2015 4th November 2015 and 11thFebruary 2016]. Details of attendance of meetings by directors are as follows:

Name of the Member Nos. of meetings attended
Gopal Krishan Anand 3
Surinder Kumar Jain 3
Prakash Chand Jajoria# 1
Sumant Kumar 4
Vandana Gupta* 1

*Audit Committee was reconstituted effective from November 06 2015 where Mr. PrakashChand Jajoria and Ms. Vandana Gupta was inducted in place of Mr. Gopal Krishan Anand andMr. Surinder Kumar Jain.

#Audit Committee was reconstituted effective from May 25 2016 where Mr. Pankaj Kapoorwas inducted in place of Mr. Prakash Chand Jajoria.

**Audit Committee was reconstituted effective from August 08 2016 where Mr. AvinashSharma was inducted in place of Ms. Vandana Gupta.

During the year under review the Board accepted all the recommendations made by theAudit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE:

During the Year Company has re-constituted its Nomination & Remuneration Committeein terms of requirement of Companies Act 2013. This Committee comprises of the followingDirectors as on date.

S. No. Name of the Member Category
1. Mr Avinash Sharma (DIN: 07510278)* Chairman
2. Mr. Jitendra Kumar Aggarwal (DIN: 00850314)# Member
3. Mr Pankaj Kapoor (DIN: 07501136)# Member

The Nomination and Remuneration Committee has met one [1] times during the financialyear 2015-16 on [31st August2015] Details of attendance of meetings by directors are asfollows:

Name of the Member Nos. of meetings attended
Gopal Krishan Anand 1
Surinder Kumar Jain 1
Sumant Kumar 1

#Nomination and Remuneration Committee was reconstituted effective from November 062016 where Mr. Prakash Chand Jajoria and Ms. Vandana Gupta was inducted in place of Mr.Gopal Krishan Anand and Mr. Surinder Kumar Jain..

# Nomination and Remuneration Committee was reconstituted effective from May 25 2016where Mr. Pankaj Kapoor and Mr. Jitendra Kumar Agarwal was inducted in place of Mr.Prakash Chand Jajoria and Mr. Sumant Kumar.

# Nomination and Remuneration Committee was reconstituted effective from August 082016 where Mr. Avinash Sharma was inducted in place of Ms. Vandana Gupta.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee looks into the redressal of the shareholderscomplaints in respect of any matter including transfer of shares non -receipt of annualreport non -receipt of declared dividend etc.

During the Year Company has re-constituted its Stakeholder Relationship Committee interms of requirement of Companies Act 2013. This Committee comprises of the followingDirectors as on date.

S. No. Name of the Member Category
1. Mr Avinash Sharma [DIN: 07510278)* Chairman
2. Mr. Sumant Kumar [DIN: 07115801) Member
3. Mr Pankaj Kapoor [DIN: 07501136) Member

The Stakeholder Relationship Committee met 7 [Seven] times during the financial year2015-16 on 07th October 2015 16th October 2015 29thOctober 2015 04th November 2015 09th November 2015 18thNovember2015 and 26thNovember 2015. Details of attendance of meetings by directors areas follows:

Name of the Member Nos. of meetings attended
Gopal Krishan Anand 5
Surinder Kumar Jain 5
Prakash Chand Jajoria# 5
Sumant Kumar 7
Vandana Gupta 2

The Company had re-constituted the Stakeholder Relationship Committee as per provisionsu/s 178 of the Companies Act 2013. This committee will look after the functions asenumerated u/s 178 of the Companies Act 2013. As on date this Committee comprises of thefollowing Directors:

# Stakeholder Relationship Committee was reconstituted effective from November 062015 where Mr. Prakash Chand Jajoria and Ms. Vandana Gupta was inducted in place of Mr.Gopal Krishan Anand and Mr. Surinder Kumar Jain..

# Stakeholder Relationship Committee was reconstituted effective from May 25 2016where Mr. Pankaj Kapoor was inducted in place of Mr. Prakash Chand Jajoria.

*Stakeholder Relationship Committee was reconstituted effective from August 08 2016where Mr. Avinash Sharma was inducted in place of Ms. Vandana Gupta.

AUDITORS

STATUTORY AUDITORS

M/s V.N. Purohit & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company to hold office until the conclusion of the 36th AGM which was subject tothe ratification at every AGM.

As per the provisions of Section 139 of the Companies Act 2013 the appointment ofStatutory Auditors is required to be ratified by members at every Annual General Meeting.Accordingly the appointment of M/s. V.N. Purohit & Co. Chartered Accountants asStatutory Auditor of the Company is placed for ratification by the shareholders.

STATUTORY AUDITORS' REPORT

The Statutory Auditors' Report has been annexed with this report; Auditors'observations are self explanatory which do not call for any further clarifications exceptthat the Company has not paid managerial remuneration in accordance with applicableprovisions of the Companies Act 2013 to its Managing Director "Mr. SumantKumar" so far it relates to his tenure of being Additional Director of the Companyduring the period from 16th March 2015 to 30th September 2015.

Response of Board of Directors: With respect to above-said Non- Compliance the Boardassures that it will take necessary steps to comply the provisions at the earliest and nodelay happens in future.

SECRETARIAL AUDIT

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 M/s. Sakshi Jain & Associates Practicing CompanySecretary to undertake the Secretarial Audit of the Company for the Financial Year2015-16. The Secretarial Audit Report is annexed herewith as "Annexure A".

SECRETARIAL AUDITORS' REPORT

The Secretarial Audit Report has been annexed with this report. There has been noqualification reservation or adverse remark made by Secretarial Auditors in their reportfor the financial year ended 31st March 2016 except that the Company has not paidmanagerial remuneration in accordance with applicable provisions of the Companies Act2013 to its Managing Director "Mr. Sumant Kumar" so far it relates to his tenureof being Additional Director of the Company during the period from 16th March 2015 to30th September 2015.

Response of Board of Directors: With respect to above-said Non- Compliance the Boardassures that it will take necessary steps to comply the provisions at the earliest and nodelay happens in future.

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 2015-16.

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 is annexed herewith as "Annexure B".

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.

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 the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors 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 preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts for the financial year ended March31 2016 on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;' and

the directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 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.

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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION& REDRESSAL1 ACT 2013

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules there under theCompany has not received any complaint of sexual harassment during the year under review.

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

There has been no significant and material order passed by any regulator courts ortribunals impacting the going concern status and operations of the Company in future.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 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 2015-2016.

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 which forms part of this report and the Annual Report.

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 levels.

By the order of the Board
For Shree Worstex Limited
sd/- sd/-
Avinash Sharma Sumant Kumar
Date: 08/08/2016 Director Managing Director
Place: New Delhi DIN:07510278 DIN:07115801

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