Shree Manufacturing Company Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 43rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31st March, 2020 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars 2019-2020 2018-2019
Gross Income - 5,41,400
Profit / (Loss) Before Interest and Depreciation -25,23,854 -22,26,935
Gross Profit/(Loss) -25,23,854 -22,26,935
Provision for Depreciation - -
Extraordinary Item - -
Net Profit/(Loss) Before Tax -25,23,854 -22,26,935
Provision for Tax - -
Net Profit/(Loss) After Tax -25,23,854 -22,26,935
Balance of Profit brought forward - -
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet -25,23,854 -22,26,935

2. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. (25,23,854)/-. The total reserves for the financial year 2018-19 is Rs. (9,97,24,510)/-.

4. SHARE CAPITAL

The total paid up capital of the Company as on 31st March, 2020 is Rs. 8,30,02,770/- comprising of 83,00,277 Equity Shares of Rs. 10/- each.

Pursuant to Scheme of Arrangements and pursuant to NCLT order dated 4th February, 2020 Preference Shares of the Company (12% Cumulative Redeemable 2,87,000 Preference Shares of Rs. 100/- each.) are converted into Equity Shares (allotted 28,00,000 Equity Shares of Rs. 10/- each pursuant to said conversion.)

5. BUSINESS OUTLOOK

The markets your Company is concerned with are undergoing a massive disruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues to evolve and the effects on such markets remain uncertain.

The outlook going forward will depend, in addition to other factors, on how COVID-19 continues to affect the economy.

Further information regarding the potential impact of COVID-19 and various steps taken by your Company are provided as part of the MD&A Report.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

8. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of business activities during the year.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2020 and the date of this Directors Report i.e. 28th September, 2020 except as mentioned in this Report.

10. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and Four Audit Committee Meetings were convened and held.

The details of which are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 27th May, 2019 1. 27th May, 2019
2. 06th June, 2019 2. 13 th August, 2019
3. 10th June, 2019 3. 8th November, 2019
4. 13th August, 2019 4. 12th February, 2020
5. 25th September, 2019
6. 8th November, 2019
7. 12th February, 2020
8. 3rd March, 2020

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee.

12. COMMITTEES OF THE BOARD

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Companys financial reporting process. Due to resignation and new appointment of Directors, the Composition of the Committee was reconstituted, the same is as follows;

Sr. No. Name Category Designation
1 Mr. Sameer Sampat Independent Director Chairperson
2 Mr. Vishal Dedhia Director Member
3 Ms. Hetal Dave Independent Director Member

2) Nomination and Remuneration Committee

The Companys Nomination and Remuneration Committee consist of 3 directors of which three are Independent and Non-Executive Directors. Due to resignation and new appointment of Directors, the Composition of the Committee was reconstituted, the same is as follows;

Sr. No. Name Category Designation
1 Mr. Sameer Sampat Independent Director Chairperson
2 Mr. Vishal Dedhia Director Member
3 Ms. Hetal Dave Independent Director Member

3) Stakeholders Relationship Committee

Shareholders Grievances Committee consists of three directors as members who are Independent Director and Non-Executive Directors and Chaired by Independent Director and Non-Executive Director. The Committee, inter-alia, deals with various matters relating to:

• Transfer/transmission of shares;

• Issue of duplicate share certificates;

• Investors grievances and redressed mechanism and recommend measures to improve the level of investor services. Due to resignation and new appointment of Directors, the Composition of the Committee was reconstituted; the same is as follows;

Sr. No. Name Category Designation
1 Mr. Sameer Sampat Independent Director Chairperson
2 Mr. Vishal Dedhia Director Member
3 Ms. Hetal Dave Independent Director Member

13. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP, Senior Management and their remuneration.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. AUDITORS

Laxmi Tripti & Associates, Chartered Accountant Firm (FRN: 009189C) as the Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 47th AGM of the Company to be held in the year 2024.

16. AUDITORS REPORT

The Board has duly examined the Statutory Auditors report on accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Payal Tachak, Proprietress of M/s. Payal Tachak & Associates, Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the Financial Year 2019-20.

The report of the Secretarial Auditors is enclosed as Annexure to this report.

Secretarial Auditors observation and Managements explanation to the Auditors observation -

a) Section 203(1) (ii) Non appointment of Company Secretary and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Non appointment of Qualified Company Secretary as Compliance Officer -

The Board would like to bring to your notice that the Company had appointed the Company Secretary for half of the year. Further, due to personal reasons, Company Secretary had resigned and the Board accepted the resignation. The Board is tried to recruit a Company Secretary on best efforts basis since resignation of the previous Company Secretary, and appointed candidate as per the required provisions and Company requirements.

b) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 and Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - Publication of Results audited and unaudited in news paper, Voting Through Electronic means, News Paper Advertisement for Book Closure.

The Company has not been complying that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

c) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015 - Payment of Annual Listing Fees to Stock Exchange within 30 days from Financial Year end.

The Company did not have adequate funds to pay full Listing Fees at stipulated time, so Company had made delayed payment, further Board will make the payment for Listing fees for Financial Year 2020-21, as and when adequate funds available with the Company.

d) Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period under review.

The management will do the needful at the earliest.

e) The Composition of the Nomination & Remuneration Committee is not adequate and proper as required under Section 178(1) of Companies Act, 2013 and under Regulation 19(1)(b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The Company is in the process of complying the same.

18. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

19. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.

20. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

21. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are nil during the year under review.

23. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Companys internal control system is commensurate to the size, scale and complexities of its Operations.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.

26. LISTING WITH STOCK EXCHANGES

The Company is listed on BSE Limited and Calcutta Stock Exchange Limited (CSE). The Company is currently suspended on Calcutta Stock Exchange.

27. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There are no contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

2. Your Company has not provided Loans, Guarantees or made Investment pursuant to Section 186 of the Companies Act, 2013;

3. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

4. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

5. The Company has not accepted deposits covered under Chapter V of the Act;

6. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

7. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 of the Listing Regulation, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

8. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. REASON FOR SEEKING EXTENTION FOR CONDUCTING ANNUAL GENERAL MEETING

In current scenario due to COVID-19 pandemic and the prolonged Nation vide Lockdown Company operations are halted to greater extent. Also, it was uncertain to predict that when the situation will be under control for public gatherings and company operations. Therefore, as a precautionary measure the Board of Directors of the Company vide their resolution dated 29 June, 2020 had decided to apply to the office of the Registrar of Companies, Mumbai and obtain permission for extension of time of 3 months to hold the Annual General Meeting of the Company i.e. up to December 31, 2020.

However, the Company was granted extension of 30 days from the due date i.e. 30/09/2020 to conduct Annual General Meeting by ROC Mumbai.

29. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Place: Mumbai Date: 28th September, 2020 Vishal Dedhia Whole-time Director & CFO DIN:00728370 Samirkumar Sampat Director DIN:08116619