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Shyamal Holdings & Trading Ltd.

BSE: 505529 Sector: Financials
NSE: N.A. ISIN Code: INE481F01013
BSE 05:30 | 01 Jan Shyamal Holdings & Trading Ltd
NSE 05:30 | 01 Jan Shyamal Holdings & Trading Ltd

Shyamal Holdings & Trading Ltd. (SHYAMALHOLDINGS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 35 Annual Report together with theAudited Statement of Accounts of the

Company for the year ended on March 31 2017.

OPERATIONS & FINANCIAL RESULTS

(Amount in Rs)

Particulars Financial year ended March 31 2017 Financial year ended March 31 2016
Gross Total Income 311977 314976
Profit/(Loss) Before Tax (147095) (223294)
Provision for Tax - -
Balance Carried to Balance Sheet (147095) (223294)

DIVIDEND

In view of carried forward loss the Board regrets its inability to recommend paymentof dividend for the current financial year.

APPROPRIATION OF RESERVES

The Company has not proposed to transfer any portion of profit to the General Reserveand Capital Redemption Reserve or any other reserves for the current financial year inview of carried forward losses.

SHARE CAPITAL

The Paid up Equity Share capital as on March 31 2017 was Rs 240 000 divided into24000 Equity Shares having face value of Rs10/- each fully paid up. During the year underreview the company has not issued any shares.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 read withprovisions of the Articles of Association of the Company Mr. Ashok Kumar Pandey (DIN:01301560) Director of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisreappointment.

APPOINTMENT OF DIRECTORS

The Board of Directors has on the Recommendation of the Nomination & Remunerationcommittee appointed Mr. Tirthesh Thakkar & Mr Sanjay Chouhan as Independent Directorson August 30 2016 pursuant to Companies Act 2013 and their appointments as IndependentDirectors of the company for term of five years was approved in the Shareholders' AnnualGeneral Meeting held on September 26 2016.

NUMBER OF BOARD MEETINGS

During the year 2016-2017 seven Board meetings were held. The dates on which the boardmeetings were held are May

25 2016 August 1 2016 August 11 2016 August 30 2016 November 14 2016 February10 2017 and March 30 2017.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not granted any loan or guarantee and does not have any investments asprescribed under section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Company has no transactions with its related parties Key Management Personnel andrelatives of Key Management Personnel.

AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance with the Listing Agreement readwith SEBI (LODR) Regulations 2015 and of Section 177 of the Companies Act 2013 read withRule 6 of the Companies (Meetings of the Board and its Powers) Rules 2014. It adheres tothe terms of reference which is prepared in compliance with Section 177 of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015. The Members of the Committee are:-

Name of Member Position Category No of Meeting
Held Attended
Tirthesh Thakkar Chairman Independent Director 4 4
Pratibha Sharma Member Independent Director 4 4
Sanjay Chohan Member Independent Director 4 4

All the members are Independent Directors and all the members are financially literate.The composition role functions and powers of the Audit Committee are in line with therequirements of applicable laws and regulations. The Audit Committee shall overseefinancial reporting process and disclosures review financial statements internal auditreports related party transactions financial and risk management policies auditorsqualifications compliance with Accounting Standards etc. and oversee compliance withStock Exchanges and legal requirements concerning financial statements and fixation ofaudit fee as well as payment for other services etc.

The Audit Committee met four (4) times during the year i.e. on May 25 2016 August 112016 November 14 2016 and February 10 2017. The maximum gap between two meetings wasnot more than 120 days. All the meetings were attended by the Chairman and all the membersof the Committee. The Chairman of the Audit Committee was present at the Company's AnnualGeneral Meeting held on September 26 2016 to answer the shareholders queries.

INDEPENDENT DIRECTORS

Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company.

NOMINATION AND REMUNERATION COMMITTEE

The functions of the Committee include recommending appointments of Directors to theBoard identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommending to theBoard their appointment and removal framing an evaluation framework for the evaluation ofthe performance of the Directors and the Board evaluation of performance of everyDirector recommending to the Board a policy relating to the remuneration for theDirectors and other employees recommending to the Board the remuneration to Directorsincluding senior management formulating the criteria for determining qualificationspositive attributes and independence of a Director framing policy on Board diversity andother functions assigned by the Board.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS

The Company with the approval of Nomination and remuneration Committee has put in placean evaluation framework for evaluation of the Board of Directors. A separate meeting ofthe Independent Directors was also held during the year for evaluation of the performanceof the Non Independent Directors the Board as a whole and that of the Chairman. TheNomination and Remuneration Committee has also reviewed the performance of the individualdirectors based on their knowledge level of preparation and effective participation inmeetings contribution towards positive growth of the Company etc.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Companyincorporated in India as on March 31 2017.

ORDERS PASSED BY THE REGULATORS OR THE COURTS OR THE TRIBUNALS

During the year under review there were no such orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.

CORPORATE GOVERNANCE

The Capital of the Company being Rs 24.00 Lacs Report on Corporate Governance asstipulated in Schedule V of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is not applicable to the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure -1I.

STATUTORY AUDITORS

As per the provisions of the Act the period of office of M/s. H. S. Hathi & Co.Chartered Accountants Statutory Auditors of the Company expires at the conclusion of theensuing Annual General Meeting.

It is proposed to appoint M/s. Mukesh & Associates Chartered Accountants asAuditors of the Company for a term of 5(five) consecutive year. M/s. Mukesh &Associates Chartered Accountants have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.

The observations and comments given by Auditors in their report read together withnotes to Accounts are self- explanatory and hence do not call for any further commentsunder Section 134 of the Act.

SECRETARIAL AUDITOR

A Secretarial Audit was conducted for the financial year ended on March 31 2017 by theSecretarial Auditor M/s. Ramesh Kheradia Company Secretaries in Practice. The Report ofSecretarial Audit in form of MR-3 for financial year ended on March 31 2017 is attachedas Annexure- III. Secretarial auditor gave the observations in his report.

PARTICULARS OF EMPLOYEES

During the year there are no employees working in the company therefore the statementcontaining particulars of employees as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable toCompany.

VIGIL MECHANISM

Your Company has a well-defined 'Whistle Blower Policy' and established Vigil Mechanismto provide for adequate safeguard against victimisation of Directors and employees whofollow such mechanism and also make provisions for direct access to the chairperson ofAudit Committee in appropriate cases.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis for the year under review as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report inAnnexure - 1.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain the reliability and authenticity of financial information.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

In accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013 therequired information relating to conservation of energy technology absorption is notrequired to be given as Company do not have any manufacturing activities. There are noforeign exchange earnings or outgo during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuance to the requirement under Section 134(3)(c) of the Companies Act 2013 yourDirectors hereby states that :

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

b) The accounting policies have been selected and these have been applied consistentlyand judgments and estimates made thereon are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2017 and of the lossof the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) Annual accounts of the Company have been prepared on a 'going concern' basis;

e) Internal financial controls have been laid down and being followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the cooperation andassistance received from

shareholders bankers regulatory bodies and other business constituents during theyear under review.

By Order of the Board
For Shyamal Holdings and Trading Limited
Sanjay Chohan Pratibha Sharma
Place : Mumbai
Director Director
Date : May 26 2017
(DIN: 03249844) (DIN: 03019517)

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