Shamrock Industrial Co Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 28th Annual Report along with the Audited Accounts for the financial year ended March 31, 2019.

FINANCIAL RESULTS:

Summary of the Companys financial performance for F.Y. 2018-2019 as compared to the previous financial year is given below:

(Figures in Lacs)
Particulars F.Y. 2018 2019 F.Y. 2017 2018
Revenue from Operation - -
Revenue from other Income - 3.27
Total Revenue - 3.27
Profit before Dep. & Int. - (6.41)
Depreciation - -
Interest - -
Profit after Depreciation & Interest (28.81) (6.41)
Provision for Taxation - -
Provision for Tax (deferred) - -
Provision for Taxation for earlier year - -
Profit/ Loss after Tax (28.81) (6.41)
EPS (0.53) (0.12)

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.

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 Shri Kalpesh Rameshchandra Khokhani retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his reappointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time with the Companies (Appointment and Qualification of Directors) Rules, 2014, the appointment of Mrs Neeta Jitesh Khokhani be and is hereby confirmed as Director of the Company who has been appointed as a Women Director under Non-Executive Category.

The Board appointed Mr. Jitesh Khokhani is as Chief Financial Officer of the Company w.e.f. 19.06.2018.

Ms. Surbhi Inani, Company Secretary, KMP and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective 13 June, 2019.

As required under Regulation 36(3) of the LODR Regulation, 2015 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, 2019 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, 2019 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. Shri Ketan Bhupendrabhai Parikh and Shri Bibhutinarayan Shribastak Ramlaish 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.

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 outstanding.

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 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 2019-20. 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.

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 2018-19. 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 2018-19 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 main reason for no appointment of Chief Financial Officer and Internal Auditor is that the Company is in to non-operation since a decade and that the company has no business transactions. However company will appoint the Internal Auditors and CFO 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 Company was looking for the woman director to fill intermittent vacancy caused due to demise of Late Smt. Snehlata Khokhani w.e.f. 19.03.2019 who met the requirement of the Company. In fact despite of many endeavor of the company, the company could not find any women director and consequently appointed Mrs. Neeta Jitesh Khokhani as a women Director w.e.f. 14.11.2018.

The Company is regular in filling of various forms with the Registrar of Company, Mumbai, the Company will file the Form MGT-7 for F.Y. 2014-15 and 2015-16 in due course of time. The main reason for pending filling was mainly due to oversight only.

The company has granted the loans to certain party is the group company only and thats why company had not charged any interest, as company has also borrowed funds from group company without bearing interest.

The promoters have begun to dematerlised their holding and almost 65.43% of the promoters holdings are in demat form. The main reason for delay in dematerlisation of shareholding is only due to administrative delay in opening demats accounts by the Depository Participants and Suspension of trading in the scrip of the Company. The promoters have informed that they will demat the balance holding before completion of this year.

Its a matter of fact that the trading in the scrip of the Company had been suspended by the Exchange due to non-compliances. The Company is under process of making good of said defaults. The Company had already made application for revocation of suspension of trading with the exchange with all pending dues and fees. The Management is glad to inform you that the Company has already received In-principle approval from the Exchange for the revocation of Suspension vide its letter dated 22.03.2019. The management is highly optimistic that the suspension will be revoked this year.

The Company is non-operative since few years and the size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company and will shortly appoint the Internal Auditor for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013.

The Company is very much regular and compliance in terms of making timely disclosures and filing with concerned regulatory. However as far as non-submission of newspaper publication made by the company to the exchange during the year under review as required under regulation 47(1) of SEBI (LODR) Regulation, 2015 is concerned, we would like to inform that all required newspaper publication has been given by the Company in papers and are also uploaded to the website of the company and are in records with the company in respective file. However the same has not been forwarded to the exchange. As the all publications are already made available to stakeholders at large on companys website.

It is a matter of fact that company has made some dealy in filing of few documents and report to the exchange in give time under LODR Regulation, 2015 the reason being the Exchange has suspended the listing portal facility for filing information by the company to the exchange for the part of the year due to which company couldnt uploaded the reports and infortion to the exchange on listing portal and submitted through email for good practice.

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.

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, 2019.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report for the year.

The reporting requirements under regulation 17 to 27 of the SEBI (LODR), Regulations, 2015 is not mandatory for the Company as during the year under review the Paid Up Capital and Net Worth of the Company is below 10 crores and 25 Crores respectively. Its to inform that Company is voluntarly compling the provision of Corporate Governance Report. Though the Company has submitted Corporate Governance Report under regulation 27(2) during the year, yet company opted to claim exemption for conducting audit of the Company as required under new Regulation 24A of the SEBI (LODR) Regulatio, 2015.

The Board deceided and submitted Non-Applicablity certificate from the quarter ended June, 2019.

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.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2018-19 forms part of the Corporate Governance Report.

SHIFTING OF REGISTERED OFFICE

During the year under review the Registered office of the Company was shifted from 146, Takai Adoshi Road, Village Dheku, Tal. Khalapur, Dist. Raigad - 410203, Maharashtra to 83 E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai 400018, Maharashtra with a view to improve operational efficiency and Board took the members approval at 27th Annual General Meeting of the Company for said shfting.

POSTAL BALLOT:

No postal ballot was held during the year 2018-2019 .

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not had subsidiary, joint venture or associate during the year and no company has become or ceased to be a subsidiary, joint venture or associate of the Company during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

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.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only. The Company has also paid all outstanding Annual Listing fees from F.Y. 2010 to 2019. The Company has paid listing fee for F.Y. 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.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 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 theFinancial year2018-19 Ratio of remuneration of each Director to medianremuneration ofemployees
1 Kalpesh Khokhani - (Chairman &Director) Nil Nil Nil
2 Kamlesh Khokhani - (Managing Director) Nil Nil Nil
3 Ketan Parikh Nil Nil Nil
4 Neeta Jitesh Khokhani Nil Nil Nil
5 Bhibhutinarayan Shribastak Nil Nil Nil
6 Jitesh Khokhani Nil Nil Nil
7 Surbhi Inani - (Company Secretary) 3,60,840 3,80,840 1

• There was only 1 employee on the roll of Company as on March 31, 2019.

• The median remuneration of employees of the Company during the financial year was Rs. 3.80 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

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 2018-19, 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, 2019.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2018-19, till the date of this report. Further there was no change in the nature of business of the Company. Further there are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.

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/-
Kalpesh Khokhani Kamlesh Khokhani Place: Mumbai
(Director) (Managing Director) Date: 14/08/2019