shamrock industrial co ltd share price Directors report


To

The Members,

Your Directors have pleasure in presenting the 32nd Annual Report along with the Audited Accounts for the financial year ended March 31, 2023.

FINANCIAL RESULTS:

Summary of the Companys financial performance for F.Y. 2022-23 as compared to the previous financial year is given below:

Particulars

F.Y. 2022 2023 F.Y. 2021 2022
Revenue from Operation - -
Revenue from other Income - 9.66

Total Revenue

9.66
Profit before Dep. & Int. - -
Depreciation - -
Interest - -
Profit before Tax and after Depreciation & Interest (12.78) (20.74)
Provision for Taxation - -
Provision for Tax (deferred) - -
Provision for Taxation for earlier year (0.07) -
Profit/ Loss after Tax (12.85) (20.74)
EPS (0.24) (0.38)

HIGHLIGHTS:

Your Companys main activity is cornered in to dealing and manufacturing of pharmaceutical products and services. Since more than 10 years, your Company has been non-operative. The Company has not done any business for the year hence the revenue generation was nil for the year, in previous year the company had earned other revenue which was the commission income earned by the Company. The Company has incurred total loss of Rs.12.85 lacs (comprising of day-to-day/administrative expenses) as compared to loss of Rs.20.74 lacs in previous year. The management of the Company is optimistic regarding performance of the Company in future and is taking every step and making every possible effort to turn the Company in to a profitable organization.

DIVIDEND:

During the year the company incurred losses; your directors have not recommended any dividend on Equity Shares for the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES:

In the view of continuous losses no fund was transferred to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund.

DEPOSITS:

Your Company has not 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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

Pursuant to Section 152(6) of the Companies Act, 2013 Mr. Kalpesh Rameshchandra Khokhani (DIN: 00322052), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment.

During the year under review Mr. Ketan Bhupendrabhai Parikh (DIN: 07787288) ceased to be an Independent Director of the Company on account of completion of his term of 5 years as an Independent Director of the Company w.e.f April 9th 2022 and in his place Mr. Dinesh Murlidhar Tiwari (DIN: 09566988) was appointed as Independent Director of the Company w.e.f 21st April, 2022 upon recommendation of Nomination and Remuneration Committee and his appointment was recommended to the members for appointment at 31st AGM. The members had confirmed the appointment Mr. Dinesh Murlidhar Tiwari at 31st AGM.

During the year under review Mr. Jitesh Rameshchandra Khokhani was appointed as a Whole Time Director of the Company w.e.f. from 19th October, 2022 upon vacation of Office of Mr. Kamlesh Rameshchandra Khokhani as a Managing Director of the Company at 31st Annual General Meeting.

Mr. Jitesh Rameshchandra Khokhani is the Chief Financial Officer of the Company and Mrs. Priyanka Rathod is the Company Secretary cum Compliance Officer of the Company.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re appointment has been given in the notice of annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors state that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards have been followed. b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2023 and of the profit of the Company for the year ended on that date. c) Proper and sufficient care to the best of their knowledge and ability 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) The Annual Accounts of the Company have been prepared on the ongoing concern basis. e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively. f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Dinesh Murlidhar Tiwari and Sonalika Sushant Shrivastav have affirmed that they continue to meet all the requirements specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Shamrock Industrial Company Limited.

They have also confirmed that in terms of Regulation 25(8) of Listing Regulations that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detail of the familiarization programmes for Independent Directors is disclosed on the website of the Company at https://shamrockindustrial.files.wordpress.com. The meeting of Independent Directors was scheduled on 24th March, 2023. All the Independent Directors were present in the meeting.

POLICIES 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 appended as Annexure I to this Report.

EVALUATION OF BOARD OF DIRECTORS:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 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. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of Non-Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

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 https://shamrockindustrial.files.wordpress.com.

STATUTORY AUDITORS:

The Statutory auditors M/s. Devpura Navlakha & Co., Chartered Accountants, Mumbai (FRN 121975W) has been appointed as a Statutory Auditors of the Company at 31st AGM to hold office till the conclusion of 36th AGM, without any ratification by members every year.

M/s. Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W), Mumbai have consented to the said appointment and confirmed that their appointment is in line with the requirements specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be continued as statutory auditors in terms of the provisions of the provision to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit report issued by the statutory auditors M/s. Devpura Navlakha & Co. for F.Y. 2022-23 is forming part of the Annual Report.

AUDITORS REPORT:

Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Pankaj Trivedi & Co., Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report as received from M/s. Pankaj Trivedi & Co., is appended to this Report as Annexure II.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY THE AUDITORS:

M/s. Pankaj Trivedi & Co., Company Secretary in Practice, in his Secretarial Audit Report for financial year 2022-23 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

The Company is non-operational since more than decade and the Company has no business transactions. The Company will appoint the Internal Auditors once the Company will start operations. Currently the Management is checking on the internal controls and risk of the company upon guidance of Statutory Auditors of the Company.

All active promoters of the Company are making all their efforts to dematerialise their holdings at earliest. As on date of this report one of the promoter had already dematerialised its entire holdings and few requests were also made by the promoters for dematerialisation of their respective holding but the same was return with few observation from the RTA and promoter will submit the application again in due course of time.

The observations and remarks made by Secretarial Audit Report are self-explanatory and the Management is striving to comply with all regulatory requirements. The Management will make sure that noncompliance will not be made in future. The Management states that none of the reservation / qualification / observation attracts any penalties and have any bearing on the performance of the Company.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has obtained a Certificate from M/s. Pankaj Trivedi & Co., confirming that no Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is annexed to this report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was held on 24th March, 2023.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year on 21.04.2022, 25.05.2022, 25.06.2022, 09.08.2022, 19.10.2022 and 30.01.2023. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have subsidiary, Join Venture & Associate Companies as on March 31, 2023.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be the subsidiaries, Joint Ventures or Associate Companies during the year.

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 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Directors/KMPs

Remuneration / Sitting fees paid % increase in Remuneration in the Financial Ratio of remuneration of each Director to median remuneration
(Rs. In Lakh) year 2022-23 of employees
Jitesh Khokhani 1 (Whole Time Director & CFO) Nil Nil Nil
Kamlesh Khokhani 2 (Non-Executive Director) Nil Nil Nil
Kalpesh Khokhani 3 (Non-Executive Director) Nil Nil Nil
Neeta Jitesh Khokhani 4 (Non-Executive Director) Nil Nil Nil
Sonalika Shrivastav 5 (Independent Director) 0.23 Nil 0.13
Dinesh M Tiwari 6 (Independent Director) 5.09 N.A. 2.83
Priyanka Rathod 7 (Company Secretary) 1.80 Nil 1

The median remuneration of employees of the Company during the financial year 2022-23 was ‘1.80 lacs. In the financial year 2022-23, there was an increase of nil (0.00%) in the median remuneration of employees. As on March 31, 2023, there was only 1 employee on the roll of the Company. Relationship between average increase in remuneration and Company performance is as follows.

There was an increase of 0.00% in total remuneration paid to Directors during F.Y. 2022-23 as compared to previous year; whereas loss after tax is (12.85) lakhs as compared to a loss after tax of (20.74) lakhs in 2021-22.

The total sitting fees for the year is ‘5.32 lacs as compared to 14.52 lacs in previous year.

Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of KMP for the year is ‘1.80 lacks as compared to ‘1.95 lacks in previous year) The overall total remuneration of the Key Managerial Personnel(s) has been remained mostly same i.e. lesser by 0.15 lacs as compared to previous year and there was no hike in F.Y. 2022-23; whereas loss after tax is (12.85) lakhs which is almost 7.89 lacs lesser as compared to previous year.

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.

ADEQUACY OF INTERNAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Companys website at https://shamrockindustrial.files.wordpress.com/2016/05/related-party-transaction-policy-_-shamrock.pdf.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV. It is also uploaded on the website of the Company at https://shamrockindustrial.wordpress.com/annual-return/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made.

Details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act), has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the registered office of the Company on their request.

CODES OF CONDUCT:

The Board of Directors of the Company has laid down required Codes of Conduct. It has also adopted Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the respective Codes of Conduct for the year under review. The Code of Conduct is available on the Companys website.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2023 was Rs. 54,284,140/- consisting of 54,28,414 Equity Shares of Rs.10/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2023, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

BUSINESS RESPONSIBILITY REPORT:

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure pertaining to utilization of funds and Credit Rating is not applicable.

DETAILS OF UTILISATION OF FUND:

During the year, the Company has not raised any funds through preferential allotment, right issue or qualified institutions placement, the details required to be given under Regulation 32 of the Listing Regulations is not applicable to the Company.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT

The Company has opened a Suspense Escrow Demat Account with Phillip Capital (India) Private Limited pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022.

As per the circular for dematerialisation of securities, if the demat request is not received by RTA within 120 days from the date of issuance of Letter of Confirmation ("LOC"), then the RTA shall move such securities to a physical folio named as "Suspense Escrow Account" and issue a consolidated LOC to the Company on monthly basis for the said securities moved to this account. The Company shall then dematerialise these securities in "Suspense Escrow Demat Account" within 7 days of receipt of such

LOC from RTA. When any shareholder claims, the Company will transfer the same to his/her demat account by following the procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2023:

Particulars

No. of Shareholders No. of Equity shares

Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2022

Nil Nil

Less: Number of Shareholders who approached the Company for transfer of shares from suspense account

Nil Nil

Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2023

Nil Nil

During the year, there was no movement of shares in the suspense account. The shares if held in suspense account shall remain frozen till the rightful owners of such shares claim the shares.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

Since the Company is falling within the criteria of Regulation 15 (2) of SEBI (Listing Obligation & Disclosure) Regulations, 2015. Therefore, Corporate Governance requirement prescribed under SEBI (Listing Obligation & Disclosure) Regulations, 2015 are not applicable to the Company as on March 31, 2023.

A report on Management Discussion and Analysis for the year under review is annexed and forms a part of this report.

COMMITTEES OF THE BOARD:

The Board Committees focus on specific areas mentioned in their terms of reference and make informed decisions within the authority delegated to them. Each Committee of the Board is guided by its terms of reference. The Committees also make specific recommendations to the Board on various matters required. All observations, recommendations and decisions of the Committees are placed before the Board for its information or approval. All the minutes of committee meetings are placed before the Board for its noting.

The Company has following Committees of the Board namely Audit committee, Nomination and Remuneration committee,

Stakeholders Relationship Committee which enables the Board to deal with specific areas / activities that need a closer review and to have an appropriate structure to assist in the discharge of their responsibilities. The Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.

Composition of the Board

As on 31st March, 2023, the Companys Board of Directors comprised of Six Directors of which two are Non-Executive and Independent Directors Viz. Mr. Dinesh M Tiwari and Mrs. Sonalika Sushant Shrivastav; Three are Non-Executive Directors Viz. Mr. Kamlesh Rameshchandra Khokhani, Mr. Kalpesh Rameshchandra Khokhani and Mrs. Neeta Jitesh Khokhani and one is Executive Director Viz. Mr. Jitesh Rameshchandra Khokhani, who is the Whole Time Director & CFO. The Board also met the requirement of Woman Director as prescribed under Listing Regulations, 2015. Ms. Priyanka Rathod is the Company Secretary cum Compliance officer of the Company.

The Board has received confirmation from the Non- Executive and Independent Directors that they qualify to be considered as independent as per the definition of ‘Independent Director stipulated in Regulation 16 (1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013 (hereinafter called "the Act"). None of the Directors of the Company is related to each other.

None of the Directors hold directorships in more than 20 companies. Further, any individual directors directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of more than five committees across all the public companies of which he is a Director. The number of directorships and committee Chairmanships/Memberships held by the Directors in other public companies as on March 31, 2023 are given below:

Name of Directors / KMPs

Category No. of other Directorship No. of Eq. shares held in

Member/ Chairperson of the committee

in listed Cos. Co. Member Chairman

1 Jitesh R. Khokhani (00611815)

WTD & CFO - 1,09,203 - -

2 Kalpesh R. Khokhani (00322052)

Non-Executive Director - 2,48,118 2 -

3 Neeta Jitesh Khokhani (08272554)

Non-Executive Director - - - -

4 Kamlesh R. Khokhani (00322223)

Non-Executive Director - 1,76,203 - -

5 Sonalika Shrivastav (09209953)

Independent Director - - 2 -

6 Dinesh M Tiwari (09566988)

Independent Director - - 2 2

7 Priyanka Rathod

Company Secretary - - - -

None of the Directors hold directorships in more than twenty Companies of which directorship in Public Companies does not exceed ten in line with the provisions of Section 165 of the Act. None of the Directors hold membership of more than ten committees of Board, nor, is a Chairman of more than five committees across board of all listed entities. No Director holds directorship in more than seven listed entities. None of the Independent Director holds the position of the Independent Director in more than seven listed companies as required under the Listing Regulations. None of the Director has been appointed as an Alternate Director for Independent Director. The information provided above pertains to the following committees in accordance with the provisions of Regulation 26

(1)

(b) of the Listing Regulations:

(i) Audit Committee; and

(ii) Stakeholders Relationship Committee. The committee membership and chairmanship above excludes Membership and Chairmanship in Private Companies, Foreign Companies and Section 8 Companies. Mr. Jitesh Khokhani, Kamlesh Khokhani and Kalpesh Khokhani are the real brothers and Mrs. Neeta Khokhani is spouse of Jitesh Khokhan

i. Apart from that, there is no inter-relation among Directors of the Company. None of the Non-Executive Independent Directors has any material pecuniary relationship or transactions with the Company, other than the sitting fees received by them for attending the meetings of the Board and its Committees.

The Chairman / Whole Time Director / Managing Director

His primary role is to provide leadership to the Board in achieving goals of the Company. He is responsible for transforming the Company into a successful organization. He is responsible, inter-alia, for the working of the Board and for ensuring that all relevant issues are placed before the Board and that all Directors are encouraged to provide their expert guidance on the relevant issues raised in the meetings of the Board. He is also responsible for formulating the corporate strategy along with other members of the Board of Directors. His role, inter alia, includes:

Provide leadership to the Board and preside over all Board and General Meetings.

Achieve goals in accordance with Companys overall vision.

Ensure that Board decisions are aligned with Companys strategic policy.

Ensure to place all relevant matters before the Board and encourage healthy participation by all Directors to enable them to provide their expert guidance. Monitor the core management team.

Non-Executive Directors (including Independent Directors) play a critical role in balancing the functioning of the Board by providing independent judgments on various issues raised in the Board Meetings like formulation of business strategies, monitoring of performances, etc. Their role, inter- alia, includes:

Impart balance to the Board by providing independent judgment.

Provide feedback on Companys strategy and performance.

Provide effective feedback and recommendations for further improvements.

The terms of reference for each committee have been clearly defined by the Board. The minutes of the meetings and the recommendation, if any, of the committees are submitted to the Board for their consideration and approval.

As on date the Company has following Committees of the Board. Specific terms of reference have been laid out for each of them.

AUDIT COMMITTEE AT GLANCE:

In order to align with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulation with the Stock Exchanges. The terms of reference of the Audit Committee includes the following:

SCOPE AND FUNCTION:

The broad terms of reference of the Audit Committee, inter alia, include:

The terms of reference of the Committee are aligned with the terms of reference provided under Section 177 of the Companies Act, 2013 and Para B of Part D of Schedule II of the Listing Regulations.

SCOPE AND FUNCTION:

The Broad terms of reference of the Audit Committee, inter alia, include:

The terms of reference of the Committee are aligned with the terms of reference provided under Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations Para B of Part D of Schedule II of the Listing Regulations. Viz:

a) Overseeing the Companys financial reporting process and disclosure of financial information to ensure that the financial Statements are correct, sufficient and credible; b) Recommending the appointment, reappointment and removal of the external Auditors, fixation of Audit fee and approval for payment of any other services; c) Reviewing with management the Annual financial Statements before submission to the Board; d) Reviewing with the management and external Auditors, the adequacy of internal control systems; e) Reviewing the adequacy of Cost Audit function; f) Discussing with Cost Auditors any significant findings and follow up on such issues; vi

i. discussing with the external Auditors before the Audit commences on the nature and scope of Audit, as well as having post Audit discussion to ascertain the area of concern, if any; g) Reviewing the Companys financial and risk management policies; and h) Examining reasons for substantial default in the payment to Shareholders (in case of non-payment of declared dividends) and creditors, if any i) To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. j) Review the internal audit reports relating to internal control weaknesses; k) Scrutinize inter-corporate loans and investments; l) Review the functioning of the Whistle blower mechanism m) Look after the risk assessment including fraud risk and risk guidelines governing the risk management process; n) Review compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 with reference to events which were regarded as UPSI, whether such UPSI were shared in the manner expected, instances of leaks, if any, instance of breaches of the Code, efficiency of sensitization process, etc. at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.

In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

COMPOSITION:

The composition of the audit committee and the details of meetings attended by its members are given below:

Name

Category

Number of meetings during the financial year 2022-23

Held Entitle Attended
Dinesh Tiwari $ Chairman 6 5 5
Sonalika Shrivastav Member 6 6 6

Kalpesh Khokhani Note: $ Appt w.e.f. 21.04.2022 :

Member 6 6 6

In all six audit committee meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows: 21.04.2022, 25.05.2022, 25.06.2022, 09.08.2022, 19.10.2022 and 30.01.2023. The necessary quorum was present for all the meetings.

NOMINATION AND REMUNERATION COMMITTEE AT GLANCE:

During the year under review, the terms of reference of Nomination and Remuneration Committee were expanded in order to align them with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013 Para- A of Part D of Schedule II of the Listing Regulations and Regulation 19 of the Listing Regulations.

1 To formulate criteria for evaluation and evaluate the performance of every director, including the Independent Directors;

2 To identify and recommend to the Board, in accordance with the criteria as laid down, appointment/ reappointment/removal of the Executive /Non Executive Directors and the senior management of the Company;

3 Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).

4 Carry out evaluation of every directors performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors.

5 This shall include "formulation of criteria for evaluation of independent directors and the Board"

6 On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

7 To monitor and handle any other matter relating to framing/administration of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 or any amendments thereof;

8 Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

9 Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

10 Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

COMPOSITION:

The composition of the Nomination & Remuneration Committee and the details of meetings attended by its members are given below:

Name

Category

Number of meetings during the financial year 2022-23

Held Entitle Attended
Dinesh Tiwari $ Chairman 2 2 2
Kalpesh Khokhani Member 3 3 3

Sonalika Shrivastav * Note: $ Appt w.e.f. 21.04.2022

Member 3 3 3

The meeting of Nomination and Remuneration committee was held on 21.04.2023, 25.06.2022, 19.10.2022. The necessary quorum was present at the meetings.

REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31ST MARCH, 2023:

Name

Salary Commission Sitting Fees Contribution to Various Funds Total
Jitesh Khokhani - - - -
Kalpesh Khokhani - - - - -
Kamlesh Khokhani - - - - -
Neeta Jitesh Khokhani - - - - -
Dinesh M Tiwari - - 5.09 - 5.09
Sonalika Shrivastav - - 0.23 - 0.23

None of the Independent Director holds any shares, convertible instruments or stock options in the company. As on 31st March 2023, there are no outstanding options granted to any of the Directors of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE AT GLANCE:

Terms of Reference:

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-named the then "Investors Grievance Committee" as the "Stakeholders Relationship Committee". The remit of the Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

Name

Category

Number of meetings during the financial year 2022-23

Held Entitle Attended
Dinesh Tiwari @ Chairman 4 3 3
Kamlesh Khokhani # Member 4 2 2
Sonalika Shrivastav Member 4 4 4
Kalpesh Khokhani * Member 4 2 2

Note: @ Ceased w.e.f 09.04.2022 : * Appt w.e.f. 09.08.2023 : # Appt w.e.f. 30.01.2023

The dates on which the said meetings were held are as follows: 21.04.2022, 09.08.2023, 19.10.2022 and 30.01.2023. The necessary quorum was present for all the meetings.

Details of investor complaints received and redressed during the year 2022-23 are as follows:

Opening balance

Received during the year Resolved during the year Closing balance
Nil Nil Nil Nil

DISCLOSURES:

During the period, there were no transactions materially significant with Companys promoters, directors or management or subsidiaries or their relatives that may have potential conflict with the interests of the Company at large.

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS: None.

SKILL/ EXPERTISE/ COMPETENCE OF THE BOARD OF DIRECTORS:

The Board comprises qualified members who bring in the required skill, competence and expertise that allow them to make effective contribution to the Board and its Committees.

The table below summarizes the list of core skills/expertise/competencies identified by the Board of Directors desired in the context of the business(es) and sector(s) of the Company for it to function effectively and those actually available with the Board:

Skill area

Description

Number of Directors having particular skills

Financials

Expert knowledge and understanding in Accounts, Finance, Banking, Auditing and Financial Control System.

6

Leadership and Strategic Planning

Ability to understand organization, processes, strategic planning and risk management.

6

Experience in developing talent, succession planning and driving change and long term growth.

Legal and Governance

Ability to protect shareholders interests and observe appropriate governance practices.

6

Monitor risk and compliance management system including legal framework.

Corporate Governance

Experience in developing good governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values.

6

ROLES, RESPONSIBILITIES AND DUTIES OF THE BOARD

The duties of Board of Directors have been enumerated in Listing Regulations, Section 166 and Schedule IV of the said Act (Schedule IV is specifically for Independent Directors). There is a clear demarcation of responsibility and authority amongst the Board of Directors.

INFORMATION PLACED BEFORE THE BOARD

The Company provides the information as set out in Regulation 17 read with Part "A" of Schedule II of Listing Regulations and such other information as required to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as part of the agenda papers in advance of the respective meetings or by way of presentations and discussions during the meeting.

MINUTES OF THE MEETING

The draft Minutes of the proceedings of the Meetings are circulated amongst the Members of the Board / Committees generally within 15 days of respective meetings. The Comments and suggestions, if any, received from the Directors are incorporated in the Minutes, in consultation with the Chairman. The Minutes are confirmed by the Members and signed by the Chairman of such meeting at any time before the next meeting is held or by the Chairman of the next Board / Committee Meetings. All Minutes of the Committee Meetings are placed before the Board Meeting for perusal and noting.

POST MEETING MECHANISM

The important decisions taken at the Board/Committee meetings are communicated to the concerned department/s and/or division.

BOARD DIVERSITY POLICY

The Company has a Board approved policy on Board diversity. The objective of the policy is to ensure that the Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Board composition, as at present, broadly meets with the above objective.

LISTING OF SHARES:

Equity Shares of the Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing Fees for the Year 2022-2023 and 2023-2024. There is no suspension of securities of the company during the year.

SHARE CAPITAL:

During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares as on March 31, 2023.

PREVENTION OF INSIDER TRADING:

The Company has adopted an Insider Trading Policy to regulate, monitor and report trading by insiders under the SEBI

(Prevention of Insider Trading) Regulation, 2015 and the same is available on the Companys website https://shamrockindustrial.files.wordpress.cominsidertradingpolicy-_-shamrock1.pdf. This policy also includes practices and procedures for fair disclosures of unpublished price-sensitive information, initial and continual disclosures.

CEO AND CFO CERTIFICATION:

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the CEO and CFO Certification are provided in this Annual Report.

COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND REGULATION OF LISTING REGULATIONS:

Your Company confirms that Corporate Governance Requirements specified in regulation 17 to 27 and clauses (b) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of - of the Listing Regulations is not applicable to Company. You Company falls within the ambit of exemption granted vide SEBI Circular CIR/CFD/POLICY CELL/7/2014 Dated 15th September, 2014.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT (UNCLAIMED SHARES): NIL

There were no unclaimed shares transferred to Suspense Account during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY / POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy of Whistle Blower Mechanism is available at companys website at https://shamrockindustrial.files.wordpress.com/2016/05/whistle-blower-policy-_-shamrock-indl1.pdf.

During the financial year 2022-23, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates. The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted on the website of the Company at https://shamrockindustrial.files.wordpress.com/2016/05/code-of-conduct-for-directors-senior-management-_-shamrock1.pdf

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31st March, 2023.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION AND ARCHIVAL POLICY:

In accordance with Regulation 30 of SEBI Regulations, 2015, the Company has framed a Policy on Determination of Materiality for Disclosures to disclose events or information which, in the opinion of the Board of Directors of the Company, are material. Further the Company has an Archival Policy in line with the requirements of SEBI Regulations to ensure that information relating to the Company is adequately disclosed on its web-site as required by law. The Policy have been uploaded on the Companys web-site at the following link https://shamrockindustrial.wordpress.com/material-subsidary-related-party-transaction-policy-_-shamrock-2/

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT (FORMERLY KNOWN AS SECRETARIAL AUDIT REPORT) AND CERTIFICATE OF COMPLIANCE WITH REGULATION 40(9) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The SEBI vide Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 has modified the terminology of Secretarial Audit, as Reconciliation of Share Capital Audit. A qualified Practicing Company Secretary has carried out secretarial audit to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit (formerly known as Secretarial Audit Report) confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of Dematerialized shares held with NSDL and CDSL. The audit is carried out by M/s. Pankaj Trivedi & Co., Practicing Company Secretaries every quarter and report thereon is submitted to the Stock Exchanges along with yearly Compliance Certificate as per Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and placed before the Board of Directors.

GENERAL BODY MEETING:

a) Location, date and time of the Annual General Meetings held during the last three years held during the last year are given below:

Financial Year

Type of Meeting Location Meeting Date and Time

2021-22

31st AGM 83 E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018 20th, July, 2022 At 10.30 a.m.

2020-21

30th AGM 83 E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018 30th September, 2021 At 10.30 a.m.

2019-20

29th AGM 83 E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018 30th September, 2020 At 11.00 a.m.

b) No Extra Ordinary General Meeting was held during the year. c) Details of Special Resolution passed through Postal Ballot during the Financials year 2022-2023.

The Company has sought the approval of the members through Postal Ballot during the year under review, which was called notice dated on 19th October, 2022 and completed on 30th December, 2022. The summary of the resolutions passed through postal ballot notice dated 19th October, 2022 is as follows.

Agenda Items transacted

1 To consider and approve the Appointment of Mr. Jitesh Rameshchandra Khokhani (DIN: 00611815), as Whole Time Director of the Company - Ordinary Resolution

2 To consider and approve the Appointment of Mr. Kamlesh Rameshchandra Khokhani (DIN: 00322223) as Non- Executive Director of the Company - Ordinary Resolution

Special Resolution

No. of members Total No. Shares

In favour

Against

Invalid

No

voted voted Members Votes Members Votes Members Votes
1 100 3,46,893 97 3,46,885 3 8 - -
2 100 3,46,893 97 3,46,885 3 8 - -

The resolutions mentioned above in postal ballot notice dated 19th October, 2022 had been passed with majority of 99.997%. by the members

Mr. Pankaj Trivedi (ICSI Mem No. ACS 15301), Practicing Company Secretary of Pankaj Trivedi & Co. conducted the aforesaid postal ballot exercise in a fair and transparent manner.

In compliance provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended; (ii) Regulation 44 of the Listing Regulations, as amended from time to time and read with (iii) General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 10/2021 dated June 23, 2021 in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19", issued by the MCA, to the extent applicable (MCA Circulars), the Company provided only remote e-Voting facility to its Equity Shareholders to enable them to cast their votes electronically instead of submitting the Postal Ballot form.

The Company engaged the services of National Securities Depository Limited (NSDL) for facilitating remote e-Voting to enable the Members to cast their votes electronically.

In terms of the MCA Circulars, the Company sent the Postal Ballot Notice in electronic form only to those Equity Shareholders whose names appeared in the Register of Members/ List of Beneficial Owners as received from NSDL and Central Depository Services (India) Limited (CDSL) and whose email addresses were available with the Company /

Depositories / the Depository Participants / the Companys Registrar and Share Transfer Agent as on the cut-off date.

Voting rights were reckoned on the paid-up value of the shares registered in the names of the Members as on the cut-off date i.e. 25th November, 2022. Members who desired to exercise their votes by electronic mode were requested to vote before close of business hours on the last date of e-Voting.

Remote E Voting process was adopted for Postal Ballot. The remote e-voting period commenced on Thursday, December 01, 2022 at 9:00 A.M. (IST) and ended on Friday, December 30, 2023 at 5:00 P.M. (IST). The report on the result of the postal ballot through remote e-voting for approving aforementioned resolutions was provided by the Scrutinizer on Friday, December 30, 2022. The same was submitted to the BSE Limited and also available at companys website. https://shamrockindustrial.files.wordpress.com/2022/12/outcome-of-postal-ballot-shamrock.pdf

d) Details of the meeting convened in pursuance of the order passed by the National Company Law Tribunal (NCLT): None

MEANS OF COMMUNICATION:

Effective communication of information is an essential component of Corporate Governance. It is the process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management shareholder relations. The Company regularly interacts with its members through multiple channels of communication such as results announcement, annual reports, media releases, and Companys website and through green initiatives.

GENERAL INFORMATION FOR MEMBERS

A. 31st Annual General Meeting: Day & Date

Time Deemed Venue

Wednesday, 27th September, 2023

11.30 a.m. Through VC/OAVM 83-E, Hansraj Pragji Building, Off. Dr. E. Moses Road, Worli, Mumbai - 400018, Maharashtra

 

B. Financial Calendar (2023-24)

Particulars

Period
Financial Year April 1, 2023 to March 31, 2024

For consideration of Unaudited/Audited Financial Results

Results for quarter ending June 30, 2023 On or before 14th August, 2023
Results for quarter ending September 30, 2023 On or before November 14, 2023
Results for quarter ending December 31, 2023 On or before February 14, 2024
Results for quarter ending March 31, 2024 On or before May 30, 2024
Annual General Meeting for the year ending March 31, 2024ss On or before September 30, 2024

C. Book Closure Date

The Companys Share Transfer Books and Register of Members of equity shares shall remain closed from the 20/09/2023 to 27/09/2023, (both days inclusive).

D. Share Transfer System

Share transfers in physical form are processed by the Registrar and Transfer Agents, Bigshare Services Private Limited and are approved by the Stakeholders Relationship Committee of the Company or the authorized signatories of the Company.

Share transfers are registered and returned within 15 days from the date of lodgment if documents are complete in all respects. The depository system handles share transfers in dematerialized form.

E. Dividend payment date: Not applicable

F. a) Listing of Equity Shares: Bombay Stock Exchange b) Listing fees is duly paid to the Bombay stock exchange Limited.

G. a) BSE Scrip Code: 531240 b) Demat ISIN Numbers in NSDL & CDSL INE022F01015 for Equity Shares

H. Dematerialization of Shares

The Companys shares are available for demat on both the depositories, viz, National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Percentages of Shares held in physical and dematerialized form as on 31st March, 2023 are as follows:

Mode

No. of Shares % Shares
Physical Form 14,83,238 27.32%
With NSDL 16,13,020 29.71%
With CDSL 23,32,156 42.96%

Total

54,28,414 100%

I. MARKET PRICE SENSITIVE INFORMATION

The monthly ‘high and ‘low closing prices of the shares traded during the period from April 2022 to March 2023 on BSE are given below:

Month

High Low Close No. of Shares traded
April 2022 7.94 6.47 6.77 63816
May 2022 7.10 5.74 6.67 52464
June 2022 7.11 4.90 5.10 18587
July 2022 6.45 4.65 6.27 15316
August 2022 6.59 5.24 6.25 10520
September 2022 6.98 5.94 6.00 16091
October 2022 5.99 4.75 5.04 13402
November 2022 6.40 4.94 6.11 24427
December 2022 6.73 5.55 6.55 21674
January 2023 6.55 5.37 5.93 8722
February 2023 6.24 4.47 4.85 39714
March 2023 5.14 3.68 3.68 22300

J. SHAREHOLDING PATTERN OF THE COMPANY AS ON 31ST MARCH, 2023

Category

No. of Shares held % of Shareholding

A Promoters Holding

1 Promoters
- Indian Promoters 23,32,869 42.98%
- Foreign Promoters 0 0
2 Persons acting in concert 0 0.00%

Sub Total

23,32,869 42.98%

B Non-Promoters Holding

0 0
3 Institutional Investors 0 0
a) Mutual Funds and UTI 0 0
b) Banks, Financial Institutions, Insurance Companies 0 0
(Central/State Govt. Institutions/Non-Government Institutions)

C FIIs

0 0

Sub Total

0 0
4 Others Non Institutional Investors
a) Private Corporate Bodies 16,272 0.30%
b) Indian Public 26,19,890 48.26%
c) NRIs 1,31,001 2.41%
d) Over See Body Corporate 80,500 1.48%
e) Trust 86,165 1.59%
f) Cl. Member 30,709 0.57%
g) HUFs 1,31,008 2.41%

Sub-Total

30,95,545 57.02%

Grand Total

54,28,414 100.00%

K. Distribution of shareholding as on 31st March, 2023

No. of Shares held

No. of Shareholders % to total Shareholders In Rs. % to total Shares
Up to 500 1595 60.32% 3,15,844 5.81%
501 1,000 563 21.29% 4,72,882 8.71%
1,001 - 2,000 228 8.62% 3,73,335 6.87%
2,001 - 3,000 72 2.72% 1,90,066 3.50%
3,001 - 4,000 42 1.58% 1,48,282 2.73%
4,001 - 5,000 35 1.32% 1,66,719 3.07%
5,001 - 1,0,000 55 2.08% 4,22,958 7.79%
10,001 and Above 54 2.04% 33,38,328 61.49%

TOTAL

2644 100% 54,28,414 100%

PARTICULARS OF SATUTORY AUDITOR:

Total fees for financial Year 2022-23, for all services as mentioned below, was paid by the Company to the Statutory Auditor and all entities in the network firm/network entity of which the statutory auditor is a part.

Payment to auditors

Basic GST Gross
Audit Fees 30,000/- - 30,000
In Other Capacity (Certification) - - -

Total

30,000/- - 30,000

Total fees for all services paid by the Company to the statutory auditor are also provided in the Notes to Standalone Financial Statements forming part of this Annual Report. The Statutory Auditors have not provided any services to the subsidiaries of the

Company as company dont have subsidiary.

Further Company does not require appointing Cost Auditors.

SHARE CAPITAL AUDIT

As required by the Securities and Exchange Board of India (SEBI), quarterly audit of the Companys share capital is being carried out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the total issued and listed capital of the Company. The certificate received from the Practicing Company Secretary is submitted to BSE and is also placed before the Stakeholder Relationship Committee on a quarterly basis.

SHARE TRANSFER / TRANSMISSION SYSTEM & PROCESS

Transfer of shares in physical form is processed by the Companys Registrars & Transfer Agents (RTA) generally within fifteen days from the date of receipt, provided the transfer/transmission in physical form after they are processed by the RTA are submitted to the Company for the necessary approval.

The Chairman transfer/transmission requests received in physical form from time to time. Investors may kindly take note that SEBI has mandated that in case of securities market transactions and off market/private transactions involving transfer of shares of a listed company in physical mode, it shall be compulsory for the transferee(s) to furnish a copy of the PAN card to the Company/RTA, together with the transfer documents for registering transfer of such shares.

MEANS OF COMMUNICATION

At Shamrock effective communication of information is an essential component of Corporate Governance. It is the process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management shareholder relations. The Company regularly interacts with its members through multiple channels of communication such as results announcement, annual reports, media releases, and Companys website and through green initiatives.

Intimation to Stock Exchange: Your Company believes that all the stakeholders should have access to adequate information about the Company. All information, which could have a material bearing on the share prices, is released at the earliest to the BSE in accordance with the requirements of listing agreement.

Companys Website: The Financial Results were also displayed on the Companys website https://shamrockindustrial.wordpress.com/ the Company also keeps on updating its website with other relevant information, as and when required. The company did not make any official news releases nor made any presentations to the institutional investors or analysts, during the period under review.

Newspapers Publications: The Financial Results and other Communications of the Company were normally published in 2 papers i.e. English ‘Active Times and ‘Mumbai Lakshadweep.

Annual Report: Annual Report containing, inter alia, the Standalone Financial Statements, Directors Report, Auditors

Report and other important information is circulated to members of the Company prior to the AGM. The Report on

Management Discussion and Analysis forms part of the Annual Report. The Annual Report of the Company is also available on the website of the Company in a user friendly and downloadable format.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/-

Sd/-

Jitesh Khokhani

Kamlesh Khokhani

(Whole Time Director)

(Director)

DIN: 00611815

(DIN: 00322223)

Place: Mumbai

Date: 10th August, 2023