We are pleased to present the report on our business and operations for the year ended31st March 2019
1. Results of our Operations:
The Company's financial performance for the year ended 31st March 2019 issummarised below; (Rs. In Lacs)
|Particulars ||FY 2018-2019 ||FY 2017-2018 |
|Revenue from Operations (Net) ||3287.76 ||2884.22 |
|Other Income ||3.05 ||2.78 |
|Total Income ||3290.81 ||2887.00 |
|Total Expenses ||3301.29 ||2913.28 |
|Profit Before Tax & Extraordinary Items ||(10.48) ||(26.27) |
|Relisting Fees Paid ||0 ||(47.50) |
|Tax Expense || || |
|- Tax related to earlier years ||0.61 ||0.06 |
|-Deferred Tax Liability/(Assets) ||(1.14) ||(20.63) |
|Net Profit/(Loss) for the Year ||(9.95) ||(53.20) |
a. Review of operations and affairs of the Company:
During the year under review the Company has made NetLoss of Rs. 9.95lacs as comparedto Loss of Rs.53.20lacs in previous year. There was huge competition from othermanufacturers during the year. There was increase in the prices of Raw-materials and theCompany tried to pass on the same to Customers. As informed to the Members earliertheManagement have taken steps and developed new productswhich are under trial with thecustomer. On approval of the said new products the Board expects significant improvementin Production & Sales.
Due to loss during the year your Company does not recommend any Dividend during theyear under review.
c. Transfer to Reserves:
The Company has not proposed to transfer any amount to any reserve.
During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment. e. Particularsofloans guarantees or investments:
It is hereby informed that the Company has not given any Loans to anybody.No freshinvestments were made norgiven any guarantee or provided any security during the financialyear under review.
f. Particulars of contracts or arrangements made with related parties:
The Company has entered into related party transaction and the particulars of contractsor arrangements with related parties referred to in section 188(1) of the Companies Act2013 as prescribed in Form AOC-2 is appended as Annexure I. The Policy on Related PartyTransaction can be viewed on our website http://www.sreechem.in/policy.php
g. Variation in market Capitalization:
During the financial year under review trading in the shares of the company took placevery frequently.However the variation in the Market Capitalization of the Company as on 31stMarch 2019 is as follows:
|Particulars ||As at 31st March 2019 ||As at 31st March 2018 ||Increase / Decrease in % |
|Market Value per share ||6.17 ||8.37 ||(26.28) |
|No. of Shares ||4000000 ||4000000 ||- |
|Market Capitalization ||24680000 ||33480000 ||(26.28) |
|EPS ||(0.25) ||(1.33) ||81.20 |
|Price earnings ratio ||(24.68) ||(6.29) ||(292.36) |
|Percentage increase/decrease in the Market Price of the Shares in comparison with the last issue1 || || ||(38.3) |
1The Last issue of the Company in the FY 1993-1994 was brought out at a rateof Rs. 10/- per share.
h. Management's Discussion and Analysis:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations & DisclosureRequirements)Regulations 2015 is appended as Annexure IIto this report.
i. Director's Responsibility Statement:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures; (ii) the directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; (iii) the directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 (erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; (vi)the directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
j. Recommendations of the Audit Committee:
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
2. Human Resource Management:
To ensure good human resources management at Sreechem Resins Limited we focus on allaspects of the employee lifecycle. This provides a holistic experience for the employee aswell. During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.
a. Particulars of employees:
The table containing the details of remuneration of Directors and Employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure III to this report.
There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Further as on 31st March 2019 the Company had 52 employees and theDisclosure with respect to details of the Top 10 employees as on 31st March 2019 inpursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given under Annexure IV
The Company currently do not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.
b. Key Managerial Personnel:
i. Managing Director or Chief Executive Officer or Manager and in their absence a
During the year under review Mr.Binod Sharma (DIN: 00557039) was the ManagingDirector and is continuing as the Managing Director of the company as on the date of thisreport.
During the year under review Mr.VikramKabra (DIN: 00746232) was the Whole TimeDirector of the Company and is continuing as the Whole Time Director of the company as onthe date of this report.
Mr.Vibhor Sharma (DIN: 03011540) was inducted as Whole Time Director of theCompanyw.e.f 01st April 2019. ii. Company Secretary:
During the year under review MsSumanMurarka is Company Secretary cum ComplianceOfficer of the Company.
Ms.SumanMurarkaresigned from the said post w.e.fclosing hours of 19thJuly 2019.
iii. Chief Financial Officer:
Mr.PrabhuDayalSomani isthe Chief Financial Officer of the Company from the startof the Financial Year till the date of this report.
3. Corporate Governance:
Corporate governance is an ethically driven business process that is committed tovalues aimed atenhancing an organization's brand and reputation. This is ensured by takingethical businessdecisions and conducting business with a firm commitment to values whilemeetingstakeholders' expectations. At Sreechem Resins Limited it is imperative that ourcompanyaffairs are managed in a fair and transparent manner. This is vital to gain andretain the trust ofour stakeholders. The Company is committed to maintain the higheststandards of corporategovernance and adhere to the corporate governance requirements setout by SEBI. The Companyhas also implemented several best corporate governance practicesas prevalent globally.
As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance withthe Corporate Governance provisions as specified in regulations 17 18 19 20 2122 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply in respect of the Listed entity having paid upEquity share capital not exceeding Rs. 10 Crore and Net-worth not exceeding of 25 Croreas on the last day of the Previous financial year. It is hereby informed that your Companyduring the Previous financial yearhad the paid-up capital of Rs. 40000000 divided in to4000000 Equity Shares of Rs. 10/- each and the Net-worth of the Company was Rs. 550.74Lakhs. Thus the compliance with provisions of Corporate Governance in accordance withSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable to your Company.
a. Compliance Department:
During the year under review Ms.SumanMurarkais Company Secretary cum Complianceofficer of the Company.
The Compliance department of the Company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the Regulatory authorities were disseminated across theCompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes. b. Information on the Board of Directors of theCompany:
The following changes took place in the Composition of Board of Directors of theCompany;
(i) The Board at its Meetingheld on 04thApril 2018 restructured the Boardand approved the following;
a. Taking on record the Resignation tendered by Mr. S N Kabra (DIN: 00556947)
Managing Director of the Company expressing his inability to continue as the Directorof the Company and the same was accepted by the Board and he was relived from theDirectorship of the Company w.e.f 01st April 2018. b. Re-designation ofMr.Binod Sharma(DIN:00557039) Joint Managing Director as Managing Director w.e.f 01stApril 2018 for a period of five years commencing from 01st April 2018 upto 31stMarch 2023 subject to the approval of the Shareholders of the Company. c. Appointment ofMr.VikramKabra (DIN: 00746232) as Additional Director of the Company w.e.f 01stApril 2018 and to hold office till the conclusion of the ensuing Annual General Meeting.d. Appointment of Mr. Vishal Joshi (DIN: 03290549) as Additional cum
Independent Director of the Company w.e.f 01st April 2018 and to holdoffice till the conclusion of the ensuing Annual General Meeting. e. Appointment ofMr.Niwesh Sharma (DIN:08099366) as Additional cum
Independent Director of the Company w.e.f 01st April 2018 and to holdoffice till the conclusion of the ensuing Annual General Meeting. f. Appointment ofMrs.SwetaMaheshwari (DIN:07389832) as Additional cum
Independent Director of the Company w.e.f 01st April 2018 and to holdoffice till the conclusion of the ensuing Annual General Meeting. g. Appointment ofMr.VikramKabra (DIN: 00746232) as the Whole Time
Director of the Companyw.e.f 01st April 2018 for a period of five yearcommencing from 01st April 2018 upto 31st March 2023 subject tothe approval of the Shareholders of the Company. h. Taking on record the Resignationtendered by Mr.Shashi Kant Joshi (DIN:
01457519) Independent Director of the Company expressing his inability to continue asthe Director of the Company and the same was accepted by the Board and he was relived fromthe Directorship of the Company w.e.f 01st April 2018. i. Taking on record theResignation tendered by Mr. Sanjay Bansal (DIN:
00142576) Independent Director of the Company expressing his inability to continue asthe Director of the Company and the same was accepted by the Board and he was relived fromthe Directorship of the Company w.e.f 01st April 2018. j. Taking on record theResignation tendered by Mr.UttamJhawar (DIN:
00631065) Independent Director of the Company expressing his inability to continue asthe Director of the Company and the same was accepted by the Board and he was relived fromthe Directorship of the Company w.e.f 01st April 2018.
(ii) The Shareholders at the Annual General Meeting of the Company held on 18thSeptember 2018 approved the following:
a. Re-Appointment of Mrs.Rajee Sharma (DIN: 01771103) Retirement by
Rotation. b. Appointment of Mr.Binod Sharma as Managing Director c. Appointment ofMr.VikramKabra as Whole Time Director. d. Appointment of Mrs.SwetaMaheshwari asIndependent Director e. Appointment of Mr. Vishal Joshi as Independent Director f.Appointment of Mr.Niwesh Sharma as Independent Director
(iii) The Board of Directors at their Meetingheld on 01st April2019approved the following: a. Appointment ofMr.Vibhor Sharma (DIN: 03011540) as WholeTime Director of the company for a period of five years with effect from 1stApril 2019. b. Resignation of Mrs.Rajee Sharma (DIN: 01771103) from the Board with effectfrom 1st April 2019.
(iv) In compliance with the Companies Act 2013 the following directors are proposed tobe appointed/re-appointed as Director/Independent Directors/Executive Director of theCompany by the approval of the Share Holders of the Company;
a. Mr.VikramKabra (DIN: 00746232)retires by rotation at this Annual General
Meeting and being eligible has offered himself for re-appointment. b. Ratification ofthe Appointment of Mr.Vibhor Sharma(DIN: 03011540) as
Whole Time Director for a period of five years (i.e. from 01st April 2019to 31st March 2024) c. Change in Terms of Appointment of Mr.Binod Sharma (DIN:00557039)
Managing Director d. Change in Terms of Appointment of Mr.VikramKabra (DIN: 00746232)
Whole Time Director
c. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse boardwill leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help usretain our competitive advantage. TheBoard has adopted the BoardDiversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitehttp://www.sreechem.in/policy.php d. Details with regard to meeting of Board of Directorsand attendance during the year of the
(i) Composition of the Board of Directors as on the date of this Report is mentionedbelow;
|Name of the Director ||Designation ||Category |
|Mr.Binod Sharma ||Managing Director ||Executive Director |
|Mr.VikramKabra ||Whole Time Director ||Executive Director |
|Mr.Vibhor Sharma ||Whole Time Director ||Executive Director |
|Mr.Vishal Joshi ||Director ||Independent Director |
|Mr.Niwesh Sharma ||Director ||Independent Director |
|Mrs.SwetaMaheshwari ||Director ||Independent Director |
(ii) Meeting of Board of Directors and Attendance During the Year:
During the FY 2018-2019 5(Five) meetings of the Board of Directors of the Company wereheld i.e. on 04thApril 2018 30thMay 2018 14thAugust2018 14th November 2018 &13th February 2019. The gap betweentwo meetings did not exceed 120 days.Theattendance of the members at the Board ofDirectors meetings was as follows:
| || || || || |
No. of Chairmanship/
| || |
|No. of Director- ships in ||Membership of ||Board |
|Name of Director || || || |
Committees in other Companies#
| ||Board Meeting ||Last AGM ||other Public Company* ||Chairman ||Member |
|Mr.Satya Narayan Kabra ||1 ||YES ||NA ||NA ||NA |
|Mr.Binod Sharma ||5 ||YES ||1 ||NA ||NA |
|Mrs.Rajee Sharma ||3 ||YES ||NA ||NA ||NA |
|Mr.VikramKabra ||5 ||YES ||NA ||NA ||NA |
|Mr.Shashi Kant Joshi ||1 ||NO ||NA ||NA ||NA |
|Mr. Sanjay Bansal ||1 ||NO ||NA ||NA ||NA |
|Mr.UttamJhawar ||1 ||NO ||NA ||NA ||NA |
|Mrs.SwetaMaheshwari ||4 ||NO ||NA ||NA ||NA |
|Mr.Vishal Joshi ||3 ||YES ||NA ||NA ||NA |
|Mr.Niwesh Sharma ||4 ||NO ||NA ||NA ||NA |
*The Directorships held by the Directors as mentioned above do not include AlternateDirectorships and Directorships held in Foreign Companies and Companies registered underSection 25 of the Companies Act 1956 or Section 8 of the Companies Act 2013.
#In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015Membership/Chairpersonship of only the Audit Committees andStakeholders' Relationship Committee in all Public Limited Companies has only beenconsidered.
e. Policy on Directors' Appointment and Remuneration:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2019 the Boardconsist of 6 Members 2 of whomare Executive Directors and 1 is a Non-Executive Directorand the 3 other are Independent Directors and as on the date of this Report the Boardconsist of 6 Members 3 of whomare Executive Directorsand the 3 other are IndependentDirectorsThe Board periodically evaluates the need for change in its composition and size.
The Policy of the Company on Director's Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is available on our website http://www.sreechem.in/policy.php We affirm that theRemuneration paid to the directors is as per the terms laid out in the said policy.
f. Declaration by Independent Directors:
The Company has received necessary declarations from each Independent Director(s) underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
g. Training of Independent Directors:
Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the Role Duties and Responsibilities Remuneration andPerformance evaluation process Code of Conduct and obligations on disclosures.
Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board andCommitteemeetings.
The Company through its Executive Directors / Key Managerial Personnel conduct programs/presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.
Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany's strategy business model operations service and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitehttp://www.sreechem.in/policy.php
h. Board's Committees:
Currently the Board has three Committees: theAudit Committee the Nomination andRemuneration Committee and the Stakeholder's Relationship Committee. All Committees areappropriately constituted i. The details of the composition of the Committeesas on thedate of this Report is mentioned below:
|Name of the Committee ||Name of the Company Member ||Position in the Committee |
| ||Mr.Niwesh Sharma ||Chairman |
|Audit Committee ||Mr. Vishal Joshi ||Member |
| ||Mr.VikramKabra ||Member |
|Nomination and ||Mr. Vishal Joshi ||Chairman |
|Remuneration ||Mrs.SwetaMaheshwari ||Member |
|Committee ||Mr.Niwesh Sharma ||Member |
|Stakeholders ||Mr.Niwesh Sharma ||Chairman |
|Relationship ||Mr. Vishal Joshi ||Member |
|Committee ||Mr.Binod Sharma ||Member |
a) MEETING OF AUDIT COMMITTEE AND ATTENDANCE DURING THE YEAR:
During the financial year under review The Audit Committee Meetings were held 4timesin a year viz. on 30th May 2018 14th August 2018 14thNovember 2018 and 13th February 2019 and the attendance of the members at theAudit Committee meetings was as follows:
| || |
|Name of the Director ||Meeting Held during their tenure ||Meeting Attended during their tenure |
|Mr.Vishal Joshi ||4 ||3 |
|Mrs.SwetaMaheshwari ||4 ||3 |
|Mr.Binod Sharma ||4 ||4 |
b) MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THE YEAR:
During the financial year under review the Nomination and Remuneration CommitteeMeetings was held 2 times in a yearviz.on04th April 2018 and 30th May2018 the attendance of the members at the Nomination and Remuneration Committee meetingwas as follows:
| ||Attendance Particulars |
|Name of the Director ||Meeting Held during their tenure ||Meeting Attended during their tenure |
|Mr.Shashi Kant Joshi ||1 ||1 |
|Mr.UttamJhawar ||1 ||1 |
|Mr. Sanjay Bansal ||1 ||1 |
|Mr.Vishal Joshi ||1 ||1 |
|Mrs.SwetaMaheshwari ||1 ||1 |
|Mr.Binod Sharma ||1 ||1 |
c) MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE AND ATTENDANCE DURING THE YEAR:
During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 times in a year viz. 30th May 201814th August 201814th November 2018 and 13th February 2019and the attendance of themembers at the Stakeholder Relationship Committee meeting was as follows:
| ||Attendance Particulars |
|Name of the Director ||Meeting Held during their tenure ||Meeting Attended during their tenure |
|Mrs.Rajee Sharma ||4 ||3 |
|Mr.Niwesh Sharma ||4 ||3 |
|Mr.VikramKabra ||4 ||4 |
i. Board Evaluation:
The Board of Directors has carried out an Annual Evaluation of its "ownperformance" "Board committees" and "Individual Directors"pursuant to the section 134(3) of the Companies Act 2013.
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.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of non-IndependentDirectors performance of the Board as a whole was evaluated The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.
The equity shares of Sreechem Resins Ltd. (Scrip Code: 514248) are listed atBSE(INE:377C01010).
Your Company paid the Listing Fees to the BSE Limited for the FY 2018-2019and FY2019-2020in terms of Uniform Listing Agreement entered with the said Stock Exchange. k.Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct forInternalProcedures and to Regulate Monitor and Report Trading by Insiders" whichlays down guide lines and advises the Directors and Employees of the Company on proceduresto be followed and disclosures to be made while dealing insecurities of the Company. Thesaid policy is available on our website http://www.sreechem.in/policy.php
l. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013: a) Elements of remuneration Package of all the Director: a. Mr. Binod Sharma(DIN: 00557039) is paid a remuneration of Rs. 70000/- Per
Month b. Mr. VikramKabra (DIN: 00746232) is paid a remuneration of Rs. 70000/- Per
Month. c. Mr. Vibhor Sharma (DIN: 03011540) is paid a remuneration of Rs. 70000/- Per
Month. b) Details of Fixed Component and Performance linked incentives along with theperformance criteria:
The Company currently pays remuneration to only the Executive Directors. The Company donot pay any remuneration in which ever name so called to its Non-Executive Director.Currently the entire remuneration being paid to the Executive Directors contains onlyFixed Component.
c) Service Contract Notice Period and Severance Fees:
The Company has not entered in to any Service Contract with any of the three ExecutiveDirectors. Thus there is no Fixed Notice Period or Severance Fees.
d) Stock Options if any:
The Company currently does not have any stock option scheme for its Employees orDirectors.
a. Statutory Auditor:
At the Annual General Meeting held on 25th September 2017 M/s. PujaSomani&Co. Chartered Accountants (Firm Registration No. 328778E)were appointed asAuditors of the Company to hold office from the conclusion of the 29th AnnualGeneral Meeting till the conclusion of the Annual General Meeting of the Company to beheld in the year 2022.
b. Secretarial Auditors:
The Board at its Meeting held on 30th May 2018 appointed M/s.Patnaik&Patnaik Company Secretaries as the Secretarial Auditor of the Company for aperiod of five years up to financial year 2023-2024.
The Secretarial Audit Report for the FY 2018-2019is appended as Annexure V to thisreport
c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:
(i) by the Statutory Auditor in the Audit Report:
The Statutory Audit report does not contain any qualification reservation or adverseremarks.
(ii) by the Secretarial Auditor in the Secretarial Audit Report:
The Secretarial Audit report does not contain any qualification reservation or adverseremarks.
d. Internal Financial Control
The Board has adopted the policies and procedures for ensuring theorderly and efficientconduct of its business including adherence tothe Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
e. Risk Management:
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website http://www.sreechem.in/policy.php
f. Vigil Mechanism:
The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company.
The Whistle Blower Policy is in place. Employees can report to the Management concernedunethical behaviour act or suspected fraud or violation of the Company's Code of ConductPolicy. No Employee has been denied access to the Audit Committee. The Whistle BlowerPolicy is available on our website http://www.sreechem.in/policy.php
g. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries is available on our website http://www.sreechem.in/policy.php
5. Corporate Social Responsibility:
As per the provision of Section 135 of the Companies Act 2013 all companies having anet worth of Rs.500 crore or more or a turnover of Rs.1000crore or more or a net profitof Rs.5 crore or more during any financial year are required to constitute a CSR committeeand hence our Company do not meet the criteria as mentioned above the Company has notconstituted any Corporate Social Responsibility Committee; and has not developed andimplemented any Corporate Social Responsibility initiatives and the provisions of Section135 of the Companies Act 2013 is not applicable to the Company.
a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:
Company has taken various steps for conservation of energy and has installed energyefficient equipment and thereby able to minimize the energy consumption.
TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM-A OFTHE ANNEXURE TO THE RULES IN RESPECT OF INDUSTRIES SPECIFIED IN THE SCHEDULED THERETO:
I. POWER & FUEL CONSUMPTION
|Particulars ||Unit of Measurement ||2018-2019 ||2017-2018 |
|1. Electricity Purchased Unit ||KWH ||500542 ||433122 |
|Total Amount ||INR ||4043365 ||3609803 |
|Rate ||Rs./KWH ||8.08 ||8.33 |
|Own Generation through ||KWH ||318284 ||314124 |
|Diesel Generator Unit || || || |
|2. Unit per Litre of Diesel ||KWH/ Ltr. ||3.28 ||3.24 |
|Cost per Unit ||Rs./ KWH ||19.36 ||18.14 |
|Total Amount ||INR ||6161978 ||5698209 |
II. CONSUMPTION PER UNIT PRODUCTION
|Sl. No. ||Particulars ||Unit of Measurement ||2018-2019 ||2017-2018 |
|1. ||Consumption Per Unit I Production (Electricity) ||KWH/MT ||138 ||143 |
b. Technology Absorption Adoption and Innovation : Research & Development (R &D)
a. Specific areas in which R & D carried out by the Company:
New Product development
b. Benefits derived as a result of above R &D :
Addition to the existing range of products.
c. Further plan of action :
The Company will continue to further develop the Research & Development inthe above areas and identify new areas of applications. d. Expenditure on R &D :
The expenditure on R & D was incurred in developing and commercializingproducts and as such specific expenditure under this head cannot be classified.
c. Foreign Exchange earnings and Outgo :
| || ||(Amount in Lacs) |
|Particulars ||2019 ||2018 |
|Earnings ||59.37 ||80.03 |
|Expenditure ||- ||- |
6. Others: a. Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the Annual Return in the prescribed format is appended as Annexure VIto thisReport.
b. Significant and Material Orders:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent Contractual temporary Trainees) are covered underthis policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
d. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:(i) Issue of equity shares with differential rights as to dividend voting or otherwise.(ii) Issue of shares (including sweat equity shares) to employees of the company under anyscheme.
(iii) Redemption of Preference Shares and/or Debentures.
e. Reporting of Fraud by Auditors:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.
f. Soliciting Shareholders Information:
This is to inform you that the company is in process of updation of records of theshareholders in order to reduce the physical documentation as far as possible.
With new BSE Uniform listing agreement it is mandatory for all the investors includingtransferors to complete their KYC information. Hence we have to update your PAN No.Phone no. and e-mail id in our records. We would also like to update your currentsignature records in our system. To achieve this we solicit your co-operation inproviding the following details to us; e. If you are holding the shares in dematerializedform you may update all your records with your Depository Participant (DP). f. If you areholding shares in physical form you may provide the following: i. Folio No. ii. Name iii.Pan No. iv. E-mail ID v. Telephone No. vi. Specimen Signatures (3 in Nos.)
g. Share Transfer System:
With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08thJune 2018 the shares of the Company can be transferred only in dematerialised form w.e.f.December 05 2018 and thus with a view to facilitate seamless transfer of shares in futureand as advised by the Stock Exchanges the shareholders holding shares in physical formare to be advised to dematerialise their shareholding in the Company.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.
| || ||By Order of the Board of Directors |
| || ||For SREECHEM RESINS LIMITED |
| ||Sd/- ||Sd/- |
| ||BINOD SHARMA ||VIKRAM KABRA |
|Date: 14.08.2019 ||(DIN: 00557039) ||(DIN: 00746232) |
|Place: Kolkata ||Managing Director ||Whole Time Director |