Shaba Chemicals Ltd Directors Report.

Board Report

To,

The Members

SHABA CHEMICALS LIMITED

Your Directors are pleased to present their 31th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2018 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Particulars 31.03.2018 31.03.2017
(In Rs.) (In Rs.)
Turnover 0 0
Other Income 93250 1,41,200
Profit / (Loss) before Depreciation 5000 7,200
Less: Depreciation 0 0
Income Tax Earlier Years 0 0
Net profit(Loss) For the year 5000 7,200

REVIEW OF BUSINESS PERFORMANCE

The Company has not performed any business activities during the year under review.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resuming during the year.

NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

DIVIDEND

During the year under review the Company has not performed any business activity and also not earned any profit and in view of the same no dividend has been recommended by the Board during the year.

PUBLIC DEPOSITS

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 73 of the companies Act, 2013 read with the companies (Acceptance of Deposits) rules2014. Also there are no outstanding Public Deposits.

RESERVES

Board has not proposed any amount to be carried to any reserve.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company occurred during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & analysis report, as required under the listing agreement with the Stock Exchanges is enclosed at Annexure ‘I’.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return MGT-9 for the year ended 31st March, 2018 as required under the listing agreement with the Stock Exchanges is enclosed at Annexure II’.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, the appointment of M/s S.N. Kabra & Co., Chartered Accountants were ratified as Statutory auditors from the conclusion of the Annual General Meeting (AGM) of the company held on 29th September, 2018 till the conclusions of the AGM to be held in the year 2019.

STATUTORY AUDITOR

M/s. S.N. Kabra & Co, Chartered Accountants, the statutory auditors of the Company, was ratified as Statutory Auditor of the Company held at the last AGM to hold the office till the conclusion of the AGM to be held in 2019. Accordingly, the resolution for appointment of M/s S.N. Kabra & Co, Chartered Accountants, , Chartered Accountants, for the FY 2018-19 has been placed in the Notice calling this AGM to hold office from the conclusion of this Annual General Meeting until the conclusion of sixth Annual General Meeting (subject to annual ratification by the Members at the each Annual General Meeting).

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries, Indore, having ICSI Certificate of Practice No. 2871 to undertake the Secretarial Audit of the Company for Financial Year 2017-2018. The Secretarial Audit Report in Form MR-3 is enclosed as

Annexure ‘III’.

DIRECTOR

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Sangeeta Neema, the Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of Board’s knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a.) in the preparation of the Annual Accounts for the financial year ended 31st March, 2018; the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b.) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

c.) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.) the Directors have prepared the Annual Accounts for the financial Year ended 31st March, 2018 on a going concern basis;

e.) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f.) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD’S COMMENT ON QUALIFICATION OF AUDITOR’S REPORT

Statutory Auditor Report:

No qualification, reservations and observations were reported by Statutory Auditor in its report. However, the Financial Statements and Notes appended thereto are self-explanatory and do not need any comments.

Secretarial Auditor Report:

i). The Company has not been performing any business operation since long and has no profit and in view of no business the Company can’t afford newspaper advertisement costs. However remaining all the compliances regarding Listing Agreement has been complied with.

ii). During the year Vigil Mechanism has been adopted by the Company also details are given somewhere before in this report.

iii). Company’s net worth has been eroded. However, your Directors are trying to find out alternate business possibilities so that the Company can perform operations.

iv). Due to the No substantial profitability and paucity of funds, no person is interested to become company secretary of the Company. However the Company is in process to appoint

v). The amount of creditor increased because of provisions regarding Audit Fee.

vi). Due to negligible profitability the Company can’t afford services of external RTA. However, the Company is having in House Share Transfer Facility.

vii). Since the Company has not performed any business activity since long management is of the view that no specific laws are applicable to the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Board of Directors of the company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 have benn attached as Annexure IV.

INDEPENDENT DIRECTORS MEETING

A separate meeting of Independent Director has been conducted by the Company without the attendance of any other Director.

FAMILARISATION PROGRAMME

During the year under review a familiarization programme was held for Independent Directors to grow a better understanding of the Company.

REALTED PARTY TRANSACTIONS

As per Section 188(1) of the Companies Act, 2013, the company has not entered any transactions with its related party. The format has been prescribed in the Form AOC-2 AND annexed as annexure-V

PERFORMANCE EVALUATION

The Independent Directors in their meeting have reviewed the performance of Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and Non-Executive Directors.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review and as on date; the company is neither having any Subsidiary Company nor any Associate Company.

SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity Share Capital. As on 31.03.2018 Company’s Share Capital are as under:

Authorized Capital stood as 3500000 Equity Shares of Rs. 10/- each totaling an amount of Rs. 35000000/- Issued Capital stood as 3000000 Equity Shares of Rs. 10/- each totaling an amount of Rs. 30000000/- Paid-up Capital stood as 2927200 Equity Shares of Rs. 10/- each totaling to an amount of Rs. 29163500 (less calls in arrears of Rs. 108500/-).

REVISION IN FINANCIAL STATEMENTS OR BOARD’S REPORT U/S 131(1) OF THE ACT

No revision in the Financial Statements and Board’s Report has been made during any of the three preceding financial years.

PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any Loans not provided any Guarantees and also not made any Investments under Section 186 of the Companies Act, 2013, during the year under review.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses. Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resuming during the year and the form is annexed as Annexure-V.

RISK MANAGEMENT

The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same.

ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE GOING CONCERN STATUS AND COMPANY STATUS

During the year under review, no order was passed by any Regulator(S), Court(S), Tribunal(S) that could affect the going concern status of the Company and the Company is operating in an efficient manner.

CORPORATE SOCIAL RESPONSIBILTY

The provision is not applicable to the Company during the year.

CORPORATE GOVERANCE REPORT

As per the SEBI (LODAR) Regulations, 2015, every listed Company whose Paid up capital is More than 10 Crore or more or whose net worth is 25 crore or more is required to file a Corporate Governance Report. Thus, Company is not falling in the above threshold limit and is not required to file Corporate Governance Report.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism Policy during the year as per the requirements of the Companies Act, 2013 and SEBI (LODR) Reg., 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition.

MANAGERIAL REMUNERATION

No remuneration has been provided to any Director.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares.

DETAILS OF EMPLOYEES STOCK OPTION

The company has not granted stock options.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

BUY BACK OF SECURITIES

The company has not bought back any of its securities.

BONUS SHARES

The company has not issued any bonus shares.

PAYMENT OF LISTING FEE AND DEPOSITORY FEE

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power connection. The production has not been resumed during the year. And due to non availability of revenue the Company has not paid the Fee till date. But the same will be paid soon.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No employee has been employed by the Company during the year.

DEMATERIALISATION

The Company’s shares are in physical form.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company’s payroll.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review Company has not entered any contract or arrangement with related parties.

CORPORATE SOCIAL RESPONSIBILTY

The Company has adopted good practices under its Code of Conduct with respect to its responsibility towards society. However, the Company was neither required to constitute the Corporate Social Responsibility Committee nor was required to contribute any amount on Corporate Social Responsibility Initiatives as the said provisions are not applicable to the company.

CODE OF CONDUCT

A declaration signed by the Chairman & Managing Director affirming compliance with the company’s Code of Conduct by the Directors and Senior Management for the Financial Year 2017-18 as required under Regulation 34 of Listing Obligation and Disclosure Requirements Regulations Act, 2015 with Stock Exchanges is included in the this Board Report.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company neither had any Subsidiaries nor Joint Ventures nor Associate Companies.

DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT U/S 143 OF THE COMPANIES ACT, 2013

The Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2017-2018.

LISTING AT STOCK EXCHANGES

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) . The Company has not paid the annual Listing Fee for the financial year 2017-18 to Bombay Stock Exchange Ltd.

DIRECTORS AND KEY MANAGERIAL PERSON

S.no DIRECTOR NAME DIN/PAN DESIGNATION
1. Sangeeta Neema 01871324 Managing Director
2. Indrakumar Mahajan 05152196 Independent Director
3. Jay Kishan Nema 06749729 Director

BOARD MEETINGS FOR THE FINANCIAL YEAR 2017-18

During the year under review the Board of Directors of the Company meets five times in a year and the Details of their composition and meetings are as follows: i). Board Composition:

Name Category Designation
1. Smt. Sangeeta Neema Executive/ Non Independent Managing Director
2. Mr. Jay Kishan Nema Non-Executive/ Non Director
Independent
3. Mr. Indrakumar Mahajan Non-Executive/ Independent Director

ii). Board Meetings for the financial year 2017-18 are as follows:

Date Directors entitled to Attend Directors Attended No. of Directors attended last AGM
21/04/2017 5 5 5
26/06/2017 5 5
19/08/2017 5 5
15/10/2017 5 5
23/12/2017 5 5
01/03/2018 3 3

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by (SEBI") under Regulation 4 of Listing Obligation & Disclosure Regulations Act, 2015. The performance of the Board was evaluated by the Board after seeking from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

COMMITTEE MEETINGS FOR THE FINANCIAL YEAR 2017-18

a). AUDIT COMMITTEE MEETINGS

During the year under review the Members of the Audit Committee meets four times in a year. Ms. Sangeeta Neema is being appointed as the Chairman of the Audit Committee Meetings. The details and composition of the Audit Committee and the Meetings of the Audit Committee are as follows are as follows: i). Audit Committee Composition:

Sr. No. Name Category Designation
1 Mr. Sangeeta Neema Non-Executive/ Non Independent Member
2 Mr. Jay Kisan Nema Non-Executive/ Non Independent Member
3 Mr. Indrakumar Mahajan Non-Executive/ Independent Chairman

 

ii). Audit Committee Meetings:
Date Directors entitled to Attend Directors Attended
26/06/2017 3 3
2/07/2016 3 3
26/10/2016 3 3
19/01/2017 3 3

b). NOMINATION & REMUNERATION MEETINGS FOR THE FINANCIAL YEAR 2017-18

During the year under review the Members of the Nomination & Remuneration Committee meets one time in a year. Mr. Sangeeta Neema is being appointed as the Chairman of the Nomination & Remuneration Committee Meetings. The details and the Composition of the Nomination & Remuneration committee Meetings are as follows:

i). Nomination & Remuneration Committee Composition:

Name Category Designation
1 Mrs. Sangeeta Neema Managing/Executive/ Director Member
2 Mr. Jay Kisan Nema Non-Executive/ Non Independent Member
3 Mr. Indrakumar Mahajan Non-Executive/ Independent Chairman

ii). Nomination & Remuneration Committee Meetings:

Date Directors entitled to Attend Directors Attended
21/08/2017 3 3

Remuneration Policy:

The Remuneration Policy of the Company for managerial personnel is primarily based on the following criteria: i). Performance of the Company ii). Track record, potential and performance of individual managerial personnel. iii). External competitive environment.

c). STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS FOR THE FINANCIAL YEAR 2017-18

During the year under review the Members of the Stakeholders Relationship Committee meets four times in a year. Mrs. Sangeeta Neema is being appointed as the Chairman of the meeting. The details and composition of the Nomination & Remuneration Committee Meetings are as follows:

i). Stakeholders Relationship Committee Meetings Composition are as follows:

Sr. No. Name Category Designation
1 Mr. Bharat Neema Non-Executive/ Independent Chairman
2 Mr. Jay Kisan Nema Non-Executive/ Independent Member
3 Mr. Indrakumar Mahajan Non-Executive/ Independent Member

ii) Stakeholders Relationship Committee Meetings:

Date Directors entitled to Attend Directors Attended
21/05/2016 3 3
26/07/2016 3 3
26/10/2016 3 3
19/01/2017 3 3

ACKNOWLEDGEMENT

Yours Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the company

For and on behalf of the Board of Directors
SHABA CHEMICALS LIMITED

 

S/d-
S/d-
PLACE: INDORE Jay Kisan Nema SANGEETA NEEMA
DATE: 04rth, SEPTEMBER, 2018 DIRECTOR DIRECTOR
DIN: 06749729 DIN: 0 1871324