Senbo Industries Ltd Management Discussions.

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Once a new Project is identified, it will be possible to discuss both structure and development of the Project.

2. OPPORTUNITIES AND THREATS

Many opportunities are open to the Company. Management has been making continuous study on new projects. Selection of a Project is always subject to taking risk. Both opportunities & threats are associated with a new line of activity. Similarly, a number of contingencies are involved in implementation of a new project.

3. SEGMENT-WISE / PRODUCT-WISE PERFORMANCE

Your Company is in search of a suitable project keeping in mind of its past experience. Therefore, reporting under sector wise performance does not arise at this stage.

4. OUTLOOK

The prospect of the Company largely depends on selection of an appropriate project and its techno-commercial viability.

5. RISKS & CONCERNS

The major concern of your Company relates to earning a fair margin of profit. Other aspects of concern of your Company include selection of an appropriate project, funding of the said project and selection of a financial partner for execution of the project.

6. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Adequate systems of internal control are in place to safeguard the assets of the Company.

7. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Due to suspension of work, there was no operating activity during the year under review. The Company suffered a loss of Rs. 23.47 lakhs during the year. Carry forward loss till the year end accounts to Rs. 3747.76 lakhs.

8. HUMAN RESOURCE & INDUSTRIAL RELATIONS

After closure of the factory the entire dues of those were payable to the employees by the company have been fully settled.

MEANS OF COMMUNICATION

The quarterly and annual financial results are published in the newspapers viz Business Standard (English) and Sukhabar (Bengali, Regional Language). The financial results and the official news releases are also placed on the Companys website www.senboindustries.co.in.

GENERAL SHAREHOLDER INFORMATION

Annual General Meeting
Date and time : 29th September, 2018 at 10:00 A.M.
Venue : Karbala, Sonarpur Station Road, Kolkata-700 103

Profile of Directors who can be re-appointed / appointed

The profile of the Directors who are eligible for re-appointment at the Annual General Meeting is furnished below :

Brief profile of the Directors and nature of their experience in functional areas Directorship/ Committee membership in other Companies Shareholdings in Senbo Industries Limited
Shri Kingshuk Sengupta is a graduate in Commerce having vast experience in construction industry and administration. Senbo Engineering Limited 1,22,900
Shri Harijiban Banerjee is a cost accountant by profession. He was also the president of the Institute of Cost Accountants of India during the years 1995-1996. He has about 45 years of vast experience in finance, accounting, & costing. Senbo Engineering Limited NIL

Financial Year

The Company follows financial year from 1st April to 31st March.

Indicative events of the Company for the Year 2018 -19 (April March) excluding Extra Ordinary General Meeting(s), if any, are as under:

First Quarter Financial Results Sent within 14th August, 2018
Second Quarter Financial Results To be sent within 14th November, 2018
Third Quarter Financial Results To be sent within 14th February, 2019
Fourth Quarter Financial Results To be sent within 30th May, 2019
Annual General Meeting Within 30th September, 2019

Date of Book Closure

The next Book Closure will be from 24th September, 2018 to 29th September, 2018 (both days inclusive for the purpose of AGM).

Dividend Payment Date

In view of the continuous loss incurred by the Company, no dividend has been recommended for the year, 2017-18.

Listing on Stock Exchange

Shares of the Company are listed with the Stock Exchanges like Calcutta Stock Exchange (CSE Ltd) and Bombay Stock Exchange (BSE Ltd).

Stock Code
a) Stock Code of Stock Exchange at Mumbai : 532021
b) Stock Code of Stock Exchange at Kolkata : 10029214

c) Demat / ISIN Number

In NSDL and CDSL for Equity Shares of the Company: INE792C01010

Market Price Data

Market price data - Monthly high/low of the closing price of the Equity shares of the Company and trading volumes on BSE are given hereunder for the period from April 2017 to March 2018.

Month High Price (Rs.) Low Price (Rs.) No. of Shares
April 2017 No changes
May 2017 No changes
June 2017 8.20 8.20 7
July 2017 7.79 7.41 14
August 2017 7.70 7.10 16
September 2017 No changes
October 2017 No changes
November 2017 7.00 6.10 1,039
December 2017 No changes
January 2018 No changes
February 2018 No changes
March 2018 6.40 6.10 2,736

* Companys shares has been suspended in the Calcutta Stock Exchange Limited

Compliance Officer

Shri Rahul Kumar Singh, Company Secretary, was the Company Secretary and Compliance Officer for complying with requirements of Securities Laws and Listing Regulations with Stock Exchanges upto 08.01.2018. However after resignation of Shri Rahul Kumar Singh on 8th January, 2018, Ms. Paulami Mukherjee was appointed as the Company Secretary and Compliance officer of the company from 14.02.2018.

Registrar and Share Transfer Agent

Niche Technologies Private Limited

D 511, Bagri Market, 71, B.R.B. Basu Road, Kolkata 700 001

Phones:-2235-7271/7270/3070, Fax: - 2215-6823

E-Mail:- nichetechpl@nichetechpl.com

Share Transfer System

Share Transfer Requests are processed and the Certificates are returned within 15 days from the date of receipt. In pursuance of SEBI Guidelines the Company is now offering the facility of Share Transfer-cum-Demat. If a shareholder desires to have Demat he is to approach the Depository Participant (DP) with the option letter of the Company. After processing the request the DP sends the option letter to the Company and on receipt of the same the Company dematerializes those shares. In case of a transferee not opting for dematerialization the Company dispatches the Share Certificates immediately.

No. of Shares
CDSL 1236744
NSDL 6216011
Physical Shares 3547245
Total Paid-Up Capital 11000000

Dematerialization of Shares

The shares of the Company are compulsorily traded in dematerialized form with effect from 29th April, 2001. Accordingly, the Company entered into agreements with NSDL on 15th January, 2001 and CDSL on 4th January, 2001. Till 31st March, 2018, the Company processed dematerialization requests for 74,43,755 shares which represents 67.67 % of the shares issued.

Distribution of Shareholding as on 31st March, 2018

Sl.No. Number of Shares No. of Holders % of Total Shareholders Total Shares % of Total Shares
1. Upto 500 726 54.84 2,19,763 2.00
2. 501 to 1,000 422 31.87 3,62,468 3.30
3. 1,001 to 5,000 125 9.44 2,91,827 2.65
4. 5,001 to 10,000 14 1.06 1,03,443 0.94
5. 10,001 to 50,000 7 0.53 1,66,100 1.51
6. 50,001 to 1,00,000 4 0.30 3,07,300 2.79
7. 1,00,001 and above 26 1.96 95,49,099 86.81
Total 1324 100.00 11,000,000 100.00

Shareholding Pattern of the Company as on 31st March, 2018

Category (No. of Shares) Total Shares % of Total Shares representing the Category
Promoters:
Indian 6,20,1300 56.37
Foreign - -
Total Promoters 6,20,1300 56.37
Persons Acting in Concert:
Institutional Investors:
Mutual Funds 14,900 0.135
Banks, FI, etc 355,800 3.235
Foreign Institutional Investors - -
Others:
Private Corporate Bodies 6,79,307 6.176
Indian Public 35,35,590 32.13
NRIs / OCBs 210,299 1.91
Any Other 2,804 0.024
Total Non-Promoters 47,98,700 43.63
Grand Total 11,000,000 100.00

OUTSTANDING GDR / ADR / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

The Company has not issued any GDR / ADR / Warrants / Convertible instruments and hence there is no impact on the Equity Shares of the Company due to conversion of above instruments.

PLANT LOCATION

Senbo Industries Limited, Karbala, Sonarpur Station Road, P.O. Sonarpur, Kolkata 700 103.

ADDRESS FOR CORRESPONDENCE

Senbo Industries Limited

87, Lenin Sarani, Kolkata 700 013

Phone: 033 2217 8915 / 8916, Fax: 033 2265 9485 / 2217 8917

E-mail: senboind@gmail.com , Website: www.senboindustries.co.in

CERTIFICATE

The company has obtained the Certificate from CA Sumit Agrawal, Practicing Chartered Accountant of Agrawal & Kothari, Chartered Accountants regarding compliance of Corporate Governance as stipulated in Chapter IV of SEBI (LODR) Regulations, 2015 and the same is annexed.

All material requirements with respect to Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015 have been complied with.

CEO/CFO Certification

In accordance with provisions of Regulation 17(8) of SEBI (LODR) Regulations, 2015, CEO/ CFO certification is attached to this report.

Harijiban Banerjee Kingshuk Sengupta
DIN: 00627508 DIN: 00329102

CEO Certification

To

The Board of Directors,

Senbo Industries Limited

I, the undersigned, in my respective capacities as the Chief Executive Officer (CEO) of Senbo Industries Limited (the Company), to the best of my knowledge and belief, certify that:

(a) I have reviewed the Financial Statements read with the Cash Flow Statement of Senbo Industries Limited for the year ending 31st March, 2018 and state that to the best of my knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) I further state that to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or otherwise in violation of the Companys Code of Conduct.

(c) I further accept responsibility for establishing and maintaining internal control for financial reporting. I have evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and steps taken or proposed to be taken for rectifying such deficiencies.

(d) I have indicated, based on my recent evaluation, to the auditors and the Audit Committee:

i. Significant changes, if any, in internal control over financial reporting during the year.

ii. Significant changes, if any, in accounting policies made during the year and that the same have been disclosed in the notes to the financial statements; and

iii. instance of significant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

Kajal Sengupta
Chief Executive Officer
Place : Kolkata
Dated : 14th August, 2018

Declaration:

Compliance with Code of Business Conduct and Ethics

The Board Members and Senior Management Personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2018.

For Senbo Industries Limited
Place : Kolkata, Kajal Sengupta
Dated : 14th August, 2018 Chief Executive Officer