Dear Shareholders,
Your Directors have pleasure in presenting the 35 Annual Report together with the
Audited 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 |
3,11,977 |
3,14,976 |
| Profit/(Loss) Before Tax |
(1,47,095) |
(2,23,294) |
| Provision for Tax |
- |
- |
| Balance Carried to Balance Sheet |
(1,47,095) |
(2,23,294) |
DIVIDEND
In view of carried forward loss, the Board regrets its inability to recommend payment
of dividend for the current financial year.
APPROPRIATION OF RESERVES
The Company has not proposed to transfer any portion of profit to the General Reserve
and Capital Redemption Reserve or any other reserves for the current financial year in
view of carried forward losses.
SHARE CAPITAL
The Paid up Equity Share capital as on March 31, 2017 was Rs 2,40, 000 divided into
24,000 Equity Shares having face value of Rs10/- each fully paid up. During the year under
review, the company has not issued any shares.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
provisions 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 General
Meeting and being eligible, offers himself for re-appointment. The Board recommends his
reappointment.
APPOINTMENT OF DIRECTORS
The Board of Directors has, on the Recommendation of the Nomination & Remuneration
committee appointed Mr. Tirthesh Thakkar & Mr Sanjay Chouhan as Independent Directors
on August 30, 2016, pursuant to Companies Act, 2013 and their appointments as Independent
Directors of the company for term of five years was approved in the Shareholders Annual
General 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 board
meetings were held are May
25, 2016, August 1, 2016, August 11, 2016, August 30, 2016, November 14, 2016, February
10, 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 as
prescribed under section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
The Company has no transactions with its related parties, Key Management Personnel and
relatives of Key Management Personnel.
AUDIT COMMITTEE
The Audit Committee is duly constituted in accordance with the Listing Agreement read
with SEBI (LODR) Regulations, 2015 and of Section 177 of the Companies Act, 2013 read with
Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. It adheres to
the terms of reference which is prepared in compliance with Section 177 of the Companies
Act, 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 the
requirements of applicable laws and regulations. The Audit Committee shall oversee
financial reporting process and disclosures, review financial statements, internal audit
reports, related party transactions, financial and risk management policies, auditors
qualifications, compliance with Accounting Standards etc. and oversee compliance with
Stock Exchanges and legal requirements concerning financial statements and fixation of
audit 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 11,
2016, November 14, 2016 and February 10, 2017. The maximum gap between two meetings was
not more than 120 days. All the meetings were attended by the Chairman and all the members
of the Committee. The Chairman of the Audit Committee was present at the Companys Annual
General Meeting held on September 26, 2016 to answer the shareholders queries.
INDEPENDENT DIRECTORS
Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section149 of the Companies Act, 2013 which has been
relied 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 the
Board, identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down and recommending to the
Board their appointment and removal, framing an evaluation framework for the evaluation of
the performance of the Directors and the Board, evaluation of performance of every
Director, recommending to the Board a policy relating to the remuneration for the
Directors and other employees, recommending to the Board the remuneration to Directors,
including senior management, formulating the criteria for determining qualifications,
positive attributes and independence of a Director, framing policy on Board diversity and
other 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 place
an evaluation framework for evaluation of the Board of Directors. A separate meeting of
the Independent Directors was also held during the year for evaluation of the performance
of the Non Independent Directors, the Board as a whole and that of the Chairman. The
Nomination and Remuneration Committee has also reviewed the performance of the individual
directors based on their knowledge, level of preparation and effective participation in
meetings, 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 Company
incorporated 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 or
courts or tribunals impacting the going concern status and companys operations in future.
CORPORATE GOVERNANCE
The Capital of the Company being Rs 24.00 Lacs, Report on Corporate Governance as
stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations
and 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 annexed
herewith 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 the
ensuing Annual General Meeting.
It is proposed to appoint M/s. Mukesh & Associates, Chartered Accountants, as
Auditors of the Company, for a term of 5(five) consecutive year. M/s. Mukesh &
Associates, Chartered Accountants, have confirmed their eligibility and qualification
required 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 with
notes to Accounts are self- explanatory and hence do not call for any further comments
under Section 134 of the Act.
SECRETARIAL AUDITOR
A Secretarial Audit was conducted for the financial year ended on March 31, 2017 by the
Secretarial Auditor M/s. Ramesh Kheradia, Company Secretaries in Practice. The Report of
Secretarial Audit in form of MR-3 for financial year ended on March 31, 2017 is attached
as 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 statement
containing particulars of employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and disclosures pertaining to remuneration and other details as
required 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 to
Company.
VIGIL MECHANISM
Your Company has a well-defined Whistle Blower Policy and established Vigil Mechanism
to provide for adequate safeguard against victimisation of Directors and employees who
follow such mechanism and also make provisions for direct access to the chairperson of
Audit Committee in appropriate cases.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis for the year under review, as stipulated under
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 is presented in a separate section forming part of the Annual Report in
Annexure - 1.
INTERNAL CONTROL AND ITS ADEQUACY
The Company has adequate internal controls and processes in place with respect to its
financial statements which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. These controls and
processes are driven through various policies, procedures and certifications. The
processes and controls are reviewed periodically. The Company has a mechanism of testing
the controls at regular intervals for their design and operating effectiveness to
ascertain the reliability and authenticity of financial information.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the
required information relating to conservation of energy, technology absorption is not
required to be given as Company do not have any manufacturing activities. There are no
foreign exchange earnings or outgo during the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuance to the requirement under Section 134(3)(c) of the Companies Act, 2013, your
Directors hereby states that :
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures from the same;
b) The accounting policies have been selected and these have been applied consistently
and judgments and estimates made thereon are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2017 and of the loss
of the Company for that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets 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 Company
and 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 have
been devised.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the cooperation and
assistance received from
shareholders, bankers, regulatory bodies and other business constituents during the
year 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) |
+91-9892691696
