To,
The Shareholders,
Shailja Commercial trade Frenzy Limited
The Directors have pleasure in presenting their 38th Director Report &
Annual Report of the Company together with the Audited Statement of Accounts for the year
ended 31st March, 2019.
FINANCIAL RESULTS
The summary of the financial performance of the Company for the year ended 31st March,
2019 as compared to the previous year is as below:
| Particulars |
Year ended 31.03.2018 |
Year ended 31.03.2019 |
|
(Amount in Rs.) |
(Amount in Rs.) |
| Total Income |
75,38,18,706 |
84,15,02,810 |
| Total Expenditure |
71,30,71,400. |
83,74,41,688 |
| Profit/(Loss) before Tax |
4,07,47,306 |
40,61,112 |
| Profit/(Loss) After Tax |
2,95,11,016 |
19,87,667 |
| Paid up Share Capital |
3,24,90,000 |
3,24,90,000 |
| Reserve And Surplus |
2,94,12,513 |
3,14,00,174 |
FINANCIAL PERFORMANCE & HIGHLIGHTS
The Company has earned profit after tax of Rs. 19,87,667/- during the current financial
year as against Rs. 2,95,11,016/- earned during the previous financial year. Profit before
tax is 40,61,112 /- as compared to 4,07,47,306/- in previous year.
RESERVES & SURPLUS
There is no amount transferred in general reserve or special reserve from the Current
year profit.
DIVIDEND
To maintain the liquidity of funds, the Board of Directors has decided not to declare
any dividend for this financial year 2018-19. The Board assures you to present a much
strong financial statements in coming years.
DEPOSITS
As on 31.03.2019, the company has accepted any deposits within the meaning of Section
73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of
Deposits) Rules,2014.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company during the year.
CHANGES IN SHARE CAPITAL
The paid up equity share capital as on 31st March, 2019 was Rs.3,24,90,000/-
(Three Crore Twenty Four Lakhs Nanty Thousand).There is no change in the capital structure
of the company during the year, as no new shares were issued and there is no capital
reduction or restructuring done by the Company during the period under consideration.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the
company has been adhering to the directions and guidelines as required. The report on the
code of corporate governance is annexed separately in this Annual report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report
on the Corporate Governance, along with a certificate from the Statutory Auditors of the
Company on compliance with the provisions is annexed and forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are
as under:
a) Conservation of Energy:
Since the company is not engaged in any industrial, manufacturing activity, issues
relating to conservation of energy are not quite relevant to its functioning and has no
particulars to report regarding conservation of energy and technology absorption.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity, issues relating to
Technology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, the loans, advance and guarantees were provided by the
Company under the provisions of Section 186 of Companies Act, 2013 is given in the balance
sheet and schedule of Loans and Advances.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report, no material changes and commitments
affecting the financial position of the Company has occurred between the ends of the
financial year of the Company 31st March, 2019 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant
risk factors are present which may threaten the existence of the company.
During the year, your Directors have an adequate risk management policy in place
capable of addressing those risks. The company manages monitors and reports on the
principal risks and uncertainties that can impact its ability to achieve its strategic
objectives. The Audit Committee and Board of Directors review these procedures
periodically. The companys management systems, organizational structures, processes,
standards, code of conduct and behaviour together form a complete and effective Risk
Management System (RMS).
DIRECTORS
The Board of the Company during the Financial Year was as follows:
| Sr. No. |
Name Of Directors |
Designation |
Date of Appointment |
| 1. |
Mr Ameet Mahesh Bhatt |
Managing Director |
07/03/2018 |
| 2. |
Mr. Kushal Damodar Vaishnav |
Executive Director |
21/04/2017 |
| 3. |
Mr. Manish Mangesh Parab |
Independent Director |
30/12/2017 |
The Companies Act, 2013, provides for the appointment of independent directors.
Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent
directors shall hold office for a term of up to five consecutive years on the board of a
company; and shall be eligible for re-appointment on passing a special resolution by the
shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be
eligible for appointment for more than two consecutive terms of five years. Sub-section
(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)
and (7) of Section 152 of the Act shall not apply to such independent directors.
BOARD EVALUATION
Reg. 17 of SEBI (LODR) Regulations, 2015 of mandates that the Board shall monitor and
review the Board evaluation framework. The Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated
Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 the
evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The evaluation process has been explained in
the corporate governance report section in this Annual Report. The Board approved the
evaluation results as collated by the nomination and remuneration committee.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the performance evaluation of the
Independent Directors was completed.
The evaluation framework for assessing the performance of directors of your company
comprises of contribution at meetings, strategies perspective or inputs regarding the
growth and performance of your company among others.
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The Board of Directors expressed their
satisfaction with the evaluation process.
Details of program for familiarization of Independent directors of the company are
accessible on yours company website at
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times during the financial year, the details of which are given in the
corporate governance report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013.
The dates of Board Meetings are as follows:
29/05/2018, 14/08/2018, 30/08/2018, 14/11/2018, 26/02/2019 and 30/03/2019.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with
Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Independent Directors of the Company held their meeting on 11th
Feb 2019 reviewed the performance of non- independent directors and the Board as a whole
including the Chairperson of the Company, views expressed by the executive directors and
non- executive directors at various level, and quantified the quality, quantity and
timeliness of flow of information between the Company, management and the Board and
expressed satisfaction.
CHANGE IN DIRECTORS AND KMP DURING THE YEAR:
| Sr. No. |
Name Of Directors |
Nature of change |
Date of change |
| 1. |
Ms. Sonam Sharma |
Resignation from the post of Directorship |
30.08.2018 |
| 2. |
Mr. Manish Mangesh Parab |
Regularsation of Directorship |
30.09.2018 |
| 3. |
Mr. Ameet Bhatt |
Regularsation of Directorship |
30.09.2018 |
| 4. |
Mr. Ameet Bhatt |
Appoint as managing Director |
30.09.2018 |
| 10. |
Ms. Nayan Pandya |
Appoint as Compliance Officer cum Company secretary of the Company |
01.10.2018 |
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Directors appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Act is available on
the website
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013,
adopted by the Board, are stated in this Board report. We affirm that the remuneration
paid to the directors is as per the terms laid out in the nomination and remuneration
policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our Company,
the executive directors / senior managerial personnel make presentations to the inductees
about the Companys strategy, operations, product and service offerings, markets, software
delivery, organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and
Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, functions, duties and
responsibilities as a director.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year none of Companies became and ceased as Subsidiaries, joint ventures or
associate companies of the Company.
COMMITTEES OF THE BOARD
Currently, the Board has four committees: 1. Audit Committee, 2. Nomination and
Remuneration Committee, 3. Stake Holders Relationship Committee.
A detailed note on the Board and its committees is provided under the corporate
governance report section in this Annual Report.
DECLARATION AND DISCLOSURE BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and specified under Regulation
16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent
Director" of Company.
Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to
the declaration given by the Independent Director of the Company under Section 149(6) of
the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have
given declarations and further confirms that they meet the criteria of Independence as per
the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
1. They are not a promoter of the Company or its holding, subsidiary or associate
company;
2. They are not directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company, its
holding, subsidiary or associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary
relationship or transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two percent. or more of its gross
turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the
current financial year;
5. Independent Director, neither himself nor any of his relatives
• holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
• is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of
• a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE
COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally Accepted
Accounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the
Companies Act, 2013 (the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act (to the extent notified) and guidelines issued by the Securities
and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption
of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2019,
the applicable accounting standards have been followed.
2. 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 and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls, which are adequate and are
operating effectively.
6. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
AUDITORS
STATUTORY AUDITORS
M/s Mohandas & Co, Chartered Accountants, Statutory Auditors of the company has
conducted statutory audit for the current financial year 2018-19.
AUDITORS REPORT
The Auditors have not made any qualification in their Audit Report related to the
financial statement. Their reports on relevant notes on accounts are self-explanatory and
do not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITOR
Ms. Shruti Agarwal, Practicing Company Secretary as a Secretarial Audit or was
appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19,
as required under Section 204 of the Companies Act, 2013 and Rules there under.
The Secretarial Audit report for FY 2018-19 forms part of the Annual Report and part of
the Boards report as Annexure-1.
COST AUDITORS
Appointment of Cost Auditor is not applicable to the Company. Hence, the company has
not appointed any Cost Auditor and cost accounts and records are not required to maintain
by the company.
During the year under review, the Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds Committed in the Company by its Officers or Employees, to
the Audit Committee under Section 143(12) of the Act details of which needs to be
mentioned in this Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, no company became or ceased to be a Subsidiary/Joint
Venture/Associate of the Company.
POSTAL BALLOT:
No postal ballot was held during the year 2018-2019.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
No cases were filed during the Financial Year 2018-19 under Sexual Harassment of Women
at workplace (Prevention, Prohibition & Redressal) Act, 2013. In addition of the above
the company has constitute "Internal Complaints Committee" as per Section 4 of
the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act,
2013.
A. No of Complaint filed during the Financial Year 2018-19: NIL,
B. No of Complaint disposed during the Financial Year 2018-19: NIL,
C. No of Complaint pending as on end of the Financial Year 2018-19: 1
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business success. We
accept responsibility for our business, or employees and society. That is how we define
our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company
is out of the preview of this responsibility.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviours of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Companys website
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any, in staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board. The Policy has been posted on the
Companys website
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in place
commensurate with the size of the Company. However Company is trying to strengthen the
same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return is annexed as Annexure -2.
CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under
Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have
been appended to this report in Annexure 4.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
containing the disclosures pertaining to remuneration and other details as required under
the Act and the above Rules are as under.
The disclosures as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration
of each Director, Chief Financial Officer and Company Secretary during the financial year
2018-2019, ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2018-2019 and the comparison of
remuneration of each Key Managerial Personnel (KMP) against the performance of the Company
are as under:
ACKNOWLEDGEMENTS
Your Directors would like to acknowledge and place on record their sincere appreciation
to all stakeholders -Clients, Financial Institutions, Banks, Central and State
Governments, the Companys valued investors and all other business partners for their
continued co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees
of the Company and their continued contribution to its growth.
|
By Order of the Board |
|
|
For SHAILJA COMMERCIAL TRADE FRENZY LIMITED |
|
|
Sd/- |
Sd/- |
| Place : Mumbai |
Kushal D Vaishnav |
Ameet Mahesh Bhatt |
| Date : 31/08/2019 |
Director |
Managing Director |
|
DIN:07794242 |
DIN:08080071 |
+91-9892691696
