Your Directors are pleased to present herewith the 24th ANNUAL REPORT togetherwith the Audited Financial Statements and Auditors' report thereon for the year ended on31st March 2019.
The Financial Results of the Company for the year ended on 31st March 2019 are asfollows:
(Amount in Rs.)
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Total Income ||91263930 ||5978255 |
|Total Expense ||78143269 ||2819919 |
|Profit before extraordinary items and tax ||13120661 ||3158336 |
|Extraordinary items ||- ||- |
|Profit before tax ||13120661 ||3158336 |
|Tax Expense ||3604234 ||1589271 |
|Net Profit After Tax ||9516427 ||1569064 |
|Earnings Per Equity Share ||0.72 ||0.29 |
STATE OF THE COMPANY'S AFFAIRS:
The Company is engaged in the business of providing real estate construction andengineering focused solutions. The total income of the Company during the year underreview was Rs. 91263930/- as compared to Rs. 5978255/- during theprevious year. During the year under review the Company has earned net profit of Rs.9516427/- as compared to profit of Rs. 1569064/- during previous year.
The Company has not declared any dividend for the financial year ended on 31stMarch 2019.
The paid up Equity Share Capital as on 31st March 2019 was Rs.132033960/-. The Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
AMOUNT TRANSFERRED TO RESERVES:
The amount transferred to reserves is as per note 3 of the notes to financialstatements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides adequately with the Company's current workingand future outlook of the Company as per Annexure - 1.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return as on 31st March 2019 in the prescribed form MGT - 9pursuant to the provisions of Section 92(3) of the Companies Act 2013 and the Companies(Management and Administration) Rules 2014 is annexed herewith as per Annexure - 2.
SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:
The Company does not have any subsidiaries and associates as on the financial yearended 31st March 2019.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
During the year under review contracts or arrangements entered into with the relatedparty as defined under section 2(76) of the Companies Act 2013 were in the ordinarycourse of Business and on an arms length basis'. Details of the transactions areannexed herewith as per
Annexure - 3.
During the year the Company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming thepart of the notes to financial statement.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT: Nomaterial changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year of the Company to which the financialstatements relates i.e. 31st March 2019 and the date of the Board's Report.
The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 during the period under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
The particulars of loan given investment made and guarantee and security given by theCompany (if any) during the financial year under review and governed by the provisions ofSection 186 of the Companies Act 2013 have been furnished in the Notes to the Financialstatements.
Pursuant to the provisions of Section 139 and all other applicable provisions if anyof the Companies Act 2013 and the Companies (Audit and Auditors Rules 2014 as amendedfrom time to time the Company appointed M/s. Vinod K. Mehta & Co. CharteredAccountants (FRN No. 111508W) as Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of the Annual GeneralMeeting to be held in the year 2023 to examine and audit the accounts of the Company atsuch remuneration as may be mutually agreed between the Board of Directors of the Companyand the Auditors.
There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their audit report.
SECRETARIAL AUDIT REPORT:
M/s Ferrao MSR and Associates Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2018-19 pursuant to the provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by them inprescribed form MR-3 is attached as Annexure - 4 to this report.
There are no qualifications or other observations or remarks of the SecretarialAuditors in the Report issued by them for the financial year 2018-19 which call for anyexplanation from the Board of Directors.
Cost Audit as per The Companies (Cost Records and Audit) Rules 2014 does not apply tothe Company. Therefore no cost auditor was appointed.
Mr. Kishor Danabhai Patel (DIN: 00990345) will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible and has offered himself for reappointment. The Boardrecommends the appointment of the above Director of the Company.
The constitution of the Board is in compliance of Section 149 of the Companies Act2013. There was no change to the composition of the Board.
Pursuant to provisions of Section 203 of the Companies Act 2013 the Company hasappointed Mr. Nityanand Tirlotkar as Chief Financial Officer and Mr. Ashish Roongta asWhole-Time Company Secretary w.e.f. 12th July 2018. (Mrs. Shruti Bang was theprevious Company Secretary who resigned w.e.f. 26th June 2018)
ATTENDANCE OF DIRECTORS:
The Board of Directors at its meeting held on 18th December 2017 hadconstituted an Audit Committee in compliance with the provisions of Section 177 of theCompanies Act 2013.
During the year under review meeting of Audit committee was held on 30.5.201803.09.2018 14.11.2018 and 04.03.2019 and the attendance records of the members of theCommittee are as follows:
|Name ||Designation in Committee ||No. of Committee meeting entitled ||No. of Committee meeting attended |
|1. Mr. Jayantilal J Gala ||Chairman ||4 ||4 |
|2. Mr. Harish V Adhia ||Member ||4 ||4 |
|3. Mr. Kishore D Patel ||Member ||4 ||4 |
NOMINATION & REMUNERATION COMMITTEE:
The Board of Directors at its meeting held on 18th December 2017 had constituted aNomination &Remuneration Committee in compliance of the provision of Section 178 ofthe Companies Act 2013.
During the year under review meeting of Nomination and Remuneration committee was heldon 03.09.2018 and the following are the members of the Committee:
|Name ||Designation in Committee ||No. of Committee meeting entitled ||No. of Committee meeting attended |
|1. Mr. Harish V Adhia ||Chairman ||1 ||1 |
|2. Mr. Jayantilal J Gala ||Member ||1 ||1 |
|3. Mrs. Nisha B Patel ||Member ||1 ||1 |
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Board of Directors at its meeting held on 18th December 2017 had constituted aStakeholder Relationship Committee in compliance of the provision of Section 178 of theCompanies Act 2013.
The composition of Stakeholder Relationship Committee is enumerated as below:
|Name ||Designation in Committee ||Nature of Directorship |
|1. Mr. Bhogin D Patel ||Chairman ||Non-executive Non-Independent Director |
|2. Mr. Kishore D Patel ||Member ||Managing Director |
|3. Mrs. Nisha B Patel ||Member ||Non-executive Non-Independent Director |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):
The provisions of Section 135 of the Companies Act 2013 do not apply to the Companysince it does not fulfill the minimum requirements for applicability. Therefore a CSRCommittee was not constituted and no annexure report has been attached.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company viz. Mr. Jayantilal J Gala and Mr. Harish VAdhia have given declaration to the Company that they qualify the criteria of independenceas prescribed under Section 149 (6) read with Schedule IV of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.
KEY MANAGERIAL PERSONNEL:
According to the provisions of section 203 (1) of the Companies Act 2013 the Companyhas appointed the following Key Managerial Personnel for the financial year 2018-19
|Name ||Designation |
|Mr. Kishore D Patel ||Managing Director |
|Mr. Nityanand N Tirlotkar ||CFO |
|Mrs. Shruti G Bang ||Company Secretary & Compliance Officer |
| ||(Resigned w.e.f 26th June 2018) |
|Mr. Ashish Roongta ||Company Secretary & Compliance Officer |
| ||(Appointed w.e.f 12th July 2018) |
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm to the best oftheir knowledge that:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitof the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual financial statements on going concern basis.
v. Proper internal financial controls are in place in the Company and that suchinternal financial controls are adequate and are operating effectively and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FORMAL ANNUAL EVALUATION PROCESS BY THE BOARD:
Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance individual Directors itsCommittees including the Chairman of the Board on the basis of attendance contributionand various criteria as recommended by the Nomination and Remuneration Committee of theCompany. The evaluation of the working of the Board its committees experience andexpertise performance of specific duties and obligations etc. were carried out. TheDirectors expressed their satisfaction with the evaluation process and outcome.
The Company has received declarations from each of the Independent Directors confirmingthat they meet the criteria of independence as provided in sub-section 6 of Section 149 ofthe Companies Act 2013.
The performance of each of the non-independent directors (including the Chairman) wasalso evaluated by the Independent Directors at the separate meeting held of IndependentDirectors of the Company.
PARTICULARS OF EMPLOYEES MANAGEMENT REMUNERATION:
During the year under review there are no employees drawing remuneration which is inexcess of the limit as prescribed under Section 197 of the Companies Act 2013 read withrule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014.
Disclosures pertaining to remuneration and details as required under section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as per Annexure - 5.
POLICY UNDER SECTION 178:
Policy on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 is made available on the Company's website i.e.www.shreeshay.com for the ready reference of the stakeholders of the Company.
|The following policies of the company are attached herewith and marked as Annexure - 6 Annexure - 7 and Annexure - 8. |
|Policy on appointment of Directors and Senior Management (Annexure - 7) |
|Policy on Remuneration to Directors' (Annexure - 8) |
|Policy on Remuneration of Key Managerial Personnel and Employees (Annexure - 9) |
NUMBER OF BOARD MEETINGS OF THE BOARD:
The Board of Directors during the year 2018-19 duly met 5 times in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.
Since the Company' securities are listed on SME Exchange of BSE by virtue ofRegulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the compliance with the corporate governance provisions as specified in regulations17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and para C D and Eof Schedule V are not applicable to the Company. Hence Corporate Governance does not formpart of this Directors' Report.
CODE OF CONDUCT:
The Company has adopted Code of Conduct ("the Code/s") for its DirectorsIndependent Directors Senior Management and employees. These Codes enunciate theunderlying principles governing the conduct of the Company's business and seek toreiterate the fundamental precept that good governance must and would always be anintegral part of the Company's ethos. The Company has for the year under review receiveddeclarations under the Codes from the Board members including Independent Directors of theCompany affirming compliance with the respective Codes.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Company has adopted an internal control system considering the nature of itsbusiness and the size and complexity of operations. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures etc.
Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your company's operations.
The internal auditor assesses opportunities for improvement of business processessystems and controls to provide recommendations which can add value to the organization.
RISK MANAGEMENT POLICY:
Your company has developed and implemented a Risk Management Policy pursuant to Section134(3)(n)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 whichincludes identification of elements of risk if any which in the opinion of the Boardmay threaten the existence of the Company.
The risk management process is designed to safeguard the organisation from variousrisks through adequate and timely action. It is designed to anticipate evaluate andmitigate risks in order to minimise its impact on the business. The risk managementframework of the Company is appropriate compared to the size of the Company and theenvironment under which the Company operates.
At present in the opinion of the Board there is no identification of Risk element thatmay threaten the existence of the Company.
Your Company lays a lot of emphasis in the training and development of skills of humanresources. The Employer relations with staff throughout the year continued to remaincordial.
The Company has established a vigil mechanism system by adopting Whistle Blower Policy.The same is available on the Company's website www.shreeshay.com.
The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Mumbai andDelhi Stock Exchange Delhi. It may be noted that there are no payment outstanding to thesaid Exchange by way of listing fees etc.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and out go stipulated under Section134 (3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies(Accounts) Rules 2014 are enumerated as below:
Conservation of Energy:
1. The steps taken or impact on conservation of energy:-
The Company has taken measures and applied strict control system to monitor day to daypower consumption to endeavour to ensure the optimal use of energy with minimum extentpossible wastage as far as possible. The day to day consumption is monitored and variousways and means are adopted to reduce the power consumption in an effort to save energy.
2. The steps taken by the company for utilizing alternate sources of energy.
The Company has not taken any step for utilizing alternate sources of energy.
3. The capital investment on energy conservation equipments.
The Company has not made any capital investment on energy conservation equipments.
The Company has not imported any technology and hence there is nothing to be reportedhere.
Foreign Exchange Earning and Outgo:
The details of Foreign exchange Earnings and outgo during the year are as follows:
|Particulars ||2018-19 ||2017-18 |
|Foreign Exchange Earnings (Rs.) ||NIL ||NIL |
|Foreign Exchange Outgo (Rs.) ||NIL ||NIL |
The Company's Industrial relations with its employees continued to be cordialthroughout the year under review. Your Directors wish to place on record theirappreciation for the excellent team work with which the workers and officers of theCompany at all levels have contributed individually and collectively to the performance ofthe Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported. TheCompany is having below 10 (Ten) employees including temporary employees hence there isno need to constitute Internal Compliance Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 but the Company isdedicated to provide healthy workplace environment and has the system internally tooversee these kind of matters if any arises.
CERTIFICATION FROM CHIEF FINANCIAL OFFICER /CHIEF EXECUTIVE OFFICER OF THE COMPANY:
The Company has obtained a compliance certificate in accordance with Regulation 17(8)of listing Regulations from Mr. Nityanand Tirlotkar Chief Financial Officer Director ofthe Company. The same forms a part of this Annual Report.
Your Directors wish to place on record their sincere appreciation for the excellentassistance and cooperation received from the Governmental authorities the banks andfinancial institutions customers vendors workers officers staff and investors fortheir continued support during the year.
|For and behalf of the Board || |
|For Shreeshay Engineers Limited || |
|Sd/- ||Sd/- || |
|Kishore Patel ||Bhogin Patel || |
|Managing Director ||Director || |
|00990345 ||01319739 || |
| || ||Date: 03rd September 2019 |
| || ||Place: Mumbai |