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 |
+91-9892691696
