Shamrock Industrial Co Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 30th Annual Report along with the Audited Accounts for the financial year ended March 31, 2021.

FINANCIAL RESULTS:

Summary of the Companys financial performance for F.Y. 2020-21 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2020 2021 F.Y. 2019 2020
Revenue from Operation - -
Revenue from other Income 0.80 -
Total Revenue 0.80 -
Profit before Dep. & Int. - -
Depreciation - -
Interest - -
Profit after Depreciation & Interest (31.38) (21.95)
Provision for Taxation - -
Provision for Tax (deferred) - -
Provision for Taxation for earlier year - -
Profit/ Loss after Tax (31.38) (21.95)
EPS (0.58) (0.40)

HIGHLIGHTS:

Your Companys main activity is cornered in to dealers and manufacturing of pharmaceutical products and services. Since few years your Company is non-operative. The main reason of occurring losses is due to day to day routine Expenses. The management of the Company wants to revive the Company and very optimistic regarding performance of the Company in future and taking every steps and making every efforts to turn the Company in to 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 her re-appointment.

Ms. Pallavi Lakdawala, Company Secretary, KMP and Compliance Officer of the Company had resigned from the services of the Company. The resignation was effective 29th June, 2020. The Board has appointed Ms. Priyanka Manishbhai Rathod as a Company Secretary and Compliance Officer of the Company w.e.f. 1st January, 2021.

During the year under review Board lost Mr. Bibhutinarayan Ramlaish Shribastak, Independent Director of the Company on 17th September, 2020 due to his all of sudden death. The Board members had conveyed their heart fell condolence on all of sudden sad demise of Late Shri. Bibhutinarayan Ramlaish Shribastak.

The Board appointed Ms. Sushmita Swarup Lunkad (DIN: 09044848) as an Independent Director of the Company w.e.f. 1st January, 2021, in place of Late Shri. Bibhutinarayan Ramlaish Shribastak and she also resigned from the Board w.e.f. 22nd June, 2021 due to her preoccupations and Board appointed Mrs. Sonalika Sushant Shrivastav (DIN: 09209953) as an Independent Director of the Company w.e.f. 22nd June, 2021, in place of Ms. Sushmita Swarup Lunkad to meet the requirement of Act.

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, 2021 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, 2021 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. Ketan Bhupendrabhai Parikh and Sonalika Sushant Shrivastav have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Shamrock Industrial Company Limited.

As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programmers for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at https://shamrockindustrial.files.wordpress.com/2016/05/familiarisation-programme-of-independent-directors-_-shamrock.pdf. The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of the Annual Report.

In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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.

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.

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:

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 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.

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 satisfactory.

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:

M/s. R. Soni & Co., Chartered Accountants having Registration No. 130349W, who are Statutory Auditors of the Company eligible to hold office up to 31st Annual General Meeting and are recommended for re-appointment for conducting audit the accounts of the Company up to Financial Year 2021-22. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. R. Soni & Co., that their appointment are made in conformity with the law and limits specified under the Act.

Ministry of Corporate Affairs vide notification dated May 7, 2018, taken away the requirement of seeking ratification of appointment of statutory auditors by members at each AGM. Accordingly, no such item will be form a part of notice of the 30th AGM, and Company has received

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 2020-21. 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 2020-21 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 in to non-operation since a decade and the company has no business transactions. However company will appoint the Internal Auditors once the company will start operations. However currently the Management keep check on the internal controls and risk of the company upon guidance of statutory auditors of the company.

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.

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 30th March, 2021

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times during the financial year on 29.06.2020, 25.08.2020, 12.11.2020 and 12.02.2021. 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, 2021.

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 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 2020-21, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2020-21 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No Name of Director/KMP Remuneration Received (In Rs. Lakh) % increase in Remuneration in the Financial year 2020-21 Ratio of remuneration of each Director to median remuneration of employees
1 Kalpesh Khokhani Nil Nil Nil
(Chairman &Director)
2 Kamlesh Khokhani Nil Nil Nil
(Managing Director)
3 Ketan Parikh Nil Nil Nil
(Independent Director)
4 Neeta Jitesh Khokhani Nil Nil Nil
(Non-Executive Director)
5 Bhibhutinarayan Shribastak Nil Nil Nil
(Independent Director ceased w.e.f. 17.09.2020)
6 Sushmita Swarup Lunkad Nil Nil Nil
(Independent Director resigned w.e.f. 22.06.2021)
7 Jitesh Khokhani Nil Nil Nil
(Chief Financial Officer)
8 Pallavi Lakdawala Company Secretary 0.30 N.A. 0.67
(Regn w.e.f. 29.06.2020)
9 Priyanka Rathod Company Secretary 0.45 Nil 1
(Appt w.e.f 01.01.2021)

There were only 2 employees on the roll of Company during F.Y ending March 31, 2021.

The median remuneration of employees of the Company during the financial year was Rs. 0.45 Lakhs.

Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis. Relationship between average increase in remuneration and Company performance. The total remuneration did not increase during 2020-21; However the was no income from operation during the year and previous year. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of the Key Managerial Personnel(s) did not increase in 2020-21; whereas loss incurred was Rs. (31.38) lakhs as compared to a loss of Rs.(21.95) lakhs in 2019-20.

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 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.

POSTAL BALLOT:

No postal ballot was held during the year 2020-21 .

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.

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.

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.

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, 2021.

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, 2021, the Companys Board of Directors comprised of five Directors of which two are Non-Executive and Independent Directors Viz. Mr. Ketan Bhupendrabhai Parikh and Ms. Sushmita Swarup Lunkad; two are Non-Executive Directors Viz. Mr. Kalpesh Rameshchandra Khokhani and Mrs. Neeta Jitesh Khokhani and one is Executive Director Viz. Mr. Kamlesh Khokhani is the Managing Director. 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, 2021 are given below:

Sr. No. Name of Director / KMP Category No. of other Directorship No. of Eq. shares held in Co. Member/ Chairperson of the committee
Member Chairman
1 Kamlesh Khokhani Managing Director 2 1,76,203 2 -
2 Kalpesh Khokhani Non-Executive Director 2 2,48,118 - -
3 Neeta Jitesh Khokhani Non-Executive Director - - 2 -
4 Ketan Parikh Independent Director - - 2 2
5 Sushmita Swarup Lunkad Independent Director - - 2 -
6 Jitesh Khokhani Chief Financial Officer 4 1,09,203 - -
7 Pallavi Lakdawala* Company Secretary - - - -

Directorships mentioned as above do not include directorships of Private Limited Companies, companies under Section 8 of the Act and of companies incorporated outside India.

Positions in only the Audit Committee and Stakeholders Relationship Committee are considered for the purpose of reckoning the number of Chairmanships and Memberships held by the Directors.

None of the Non-Executive Independent Directors has any material pecuniary relationship or transactions with the Company, other than the commission and sitting fees received by them for attending the meetings of the Board and its Committee(s) and professional fees received by the firm in which a Director is a partner.

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.

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.

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 2020-21
Held Entitle Attended
Ketan Parikh Chairman 4 4 4
Bhibhutinarayan Shribastak # Member 4 2 2
Kamlesh Khokhani Member 4 4 4
Kalpesh Khokhani Member 4 2 2
Sushmita Lunkad * Member 4 - -

The Audit Committee was reconstituted upon death of Late Mr. Bhibhutinarayan Shribastak and Mr. Kalpesh Khokhani was designated as a committee member till the time of appointment of Sushmita Lunkad as a member of committee.

In all four 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: 29.06.2020, 25.08.2020, 12.11.2020 and 12.02.2021. 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.

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

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).

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. This shall include "formulation of criteria for evaluation of independent directors and the Board" 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. 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; 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. Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

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 2020-21
Held Entitle Attended
Ketan Parikh Chairman 1 1 1
Bhibhutinarayan Shribastak # Member 1 - -
Kalpesh Khokhani Member 1 1 1
Neeta Khokhani Member 1 1 1
Sushmita Lunkad * Member 1 - -

The Nomination and Remuneration Committee was reconstituted upon death of Late Mr. Bhibhutinarayan Shribastak and Mrs. Neeta Khokhani was designated as a committee member till the time of appointment of Sushmita Lunkad as a member of committee.

The meeting of Nomination and Remuneration committee was held on 12.11.2020. The necessary quorum was present at the meetings.

REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31ST MARCH, 2021:

Name Salary Commission Sitting Fees Contribution to Various Funds Total
Kalpesh Khokhani - - - - -
Kamlesh Khokhani - - - - -
Neeta Jitesh Khokhani - - - - -
Ketan B Parikh - - 11,01,578 - 11,01,578
Bhibhutinarayan Shribastak @ - - - - -
Sushmita Swarup Lunkad # - - - - -

Note: @ Ceased w.e.f. 17.09.2020

# Resigned w.e.f. 22.06.2021

None of the other Non-Executive Director holds any shares, convertible instruments or stock options in the company. As on 31st March 2021, 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 audit committee and the details of meetings attended by its members are given below:

Name Category Number of meetings during the financial year 2020-21
Held Entitle Attended
Ketan Parikh Chairman 4 4 4
Bhibhutinarayan Shribastak # Member 4 2 2
Kamlesh Khokhani Member 4 4 4
Kalpesh Khokhani Member 4 2 2
Sushmita Lunkad * Member 4 - -

Note: # Ceased w.e.f 17.09.2020

* Appt w.e.f. 01.01.2021

The Stakeholders Relationship Committee was reconstituted upon death of Late Mr. Bhibhutinarayan Shribastak and Mr. Kalpesh Khokhani was designated as a committee member till the time of appointment of Sushmita Lunkad as a member of committee.

In all four 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: 29.06.2020, 25.08.2020, 12.11.2020 and 12.02.2021. The necessary quorum was present for all the meetings.

Details of investor complaints received and redressed during the year 2020-21 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. 5
Leadership and Strategic Planning Ability to understand organization, processes, strategic planning and risk management. 5
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. 5
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. 5

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 2021-2022. The Company has executed a New Listing Agreement with the Bombay Stock Exchange pursuant to SEBI (LODR) Regulation 2015.

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, 2021.

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.

PARTICULARS OF SATUTORY AUDITOR:

Total fees for financial Year 2020-21, 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 5,000/- - 5,000
In Other Capacity (Certification) - - -
Total 5,000/- - 5,000

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.

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

The Company has complied voluntary with all the requirements specified in Regulations 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause (b) to (i) of sub-regulation (2) of Regulation 46 The discretionary requirements as stipulated in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been adopted to the extent and in the manner as stated under the appropriate headings in the Report on Corporate Governance.

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 2020-21, 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, 2021.

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/.

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
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.
2018-19 28th AGM 83 E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018 27th September, 2019 At 11.30 a.m.
2017-18 27th AGM 146 TakaiAdoshi Road Village Dheku, Tal. Khalapur, Dist. Raigad 410203, Maharashtra 29th Sep, 2018 At 10.30 a.m.

b) No Extra Ordinary General Meeting was held during the year. c) No Postal Ballot was conducted by during the year.

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. 30th Annual General Meeting:

Day & Date Time Venue
Thursday, 30th September, 2021 10.30 a.m. 83-E, Hansraj Pragji Building, Off. Dr. E. Moses Road, Worli, Mumbai - 400018, Maharashtra

B. Financial Calendar (2020-21)

Particulars Period
Financial Year April 1, 2020 to March 31, 2021
For consideration of Unaudited/Audited Financial Results
Results for quarter ending June 30, 2021 On or before 14th August, 2021
Results for quarter ending September 30, 2021 On or before November 14, 2021
Results for quarter ending December 31, 2021 On or before February 14, 2022
Results for quarter ending March 31, 2022 On or before May 30, 2022
Annual General Meeting for the year ending March 31, 2022 On or before September 30, 2022

C. Book Closure Date

The Companys Share Transfer Books and Register of Members of equity shares shall remain closed from the 24/09/2021 to 30/09/2021, (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 not paid to the Bombay stock exchange Limited due to suspension of trading.

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, 2021 are as follows:

Mode No. of Shares % Shares
Physical Form 15,25,338 28.10%
With NSDL 16,24,524 29.93%
With CDSL 22,78,552 41.97%
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 2020 to March 2021 on BSE are given below:

Month High Low Close No. of Shares traded
April 2020 - - - -
May 2020 - - - -
June 2020 - - - -
July 2020 - - - -
August 2020 - - - -
September 2020 - - - -
October 2020 - - - -
November 2020 - - - -
December 2020 - - - -
January 2021 - - - -
February 2021 - - - -
March 2021 - - - -

J. SHAREHOLDING PATTERN OF THE COMPANY AS ON 31ST MARCH, 2021

Category No. of Shares held % of Shareholding
A Promoters Holding
1 Promoters
- Indian Promoters 23,33,361 42.98%
- Foreign Promoters 0 0
2 Persons acting in concert 0 0.00%
Sub Total 23,33,361 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 Other Cl. Member 30,609 0.56%
a) Private Corporate Bodies 17,611 0.32%
b) Indian Public 2633587 48.51%
c) NRIs 1,11,400 2.05%
d) Over See Body Corporate 80,500 1.48%
e) Trust 86,165 1.59%
f) HUFs 1,35,181 2.49%
Sub-Total 30,95,053 57.02%
Grand Total 54,28,414 100.00%

K. Distribution of shareholding as on 31st March, 2021

No. of Shares held No. of Shareholders % to total Shareholders In Rs. % to total Shares
Up to 500 1251 54.06% 3,15,880 5.82%
5001 1,000 579 25.02% 4,85,370 8.94%
1,001 - 2,000 217 9.38% 3,53,057 6.50%
2,001 - 3,000 70 3.02% 1,84,759 3.40%
3,001 - 4,000 41 1.77% 1,46,073 2.69%
4,001 - 5,000 36 1.55% 1,73,525 3.20%
5,001 - 1,0,000 67 2.90% 5,19,456 9.57%
10,001 and Above 53 2.29% 32,50,294 59.87%
TOTAL 2314 100% 54,28,414 100%

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 or The Global Times.

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.

INVESTOR CORRESPONDENCE

For Transfer / Dematerialization of Shares, payment of dividend on shares, interest and redemption of debentures and any other query relating to the shares and debenture of the Company.

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.