Shree Metalloys Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 24th Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the year ended on 31stMarch, 2018.

I. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March, 2018 is summarized below:

(Amount in Rupees)
FINANCIAL RESULTS F.Y 2017-18 F.Y 2016-2017
Total Revenue from Operations (Net) (Inch Changes in Inventories) 42,27,55,858 45,55,20,106
Total Expenditure (Excluding Depreciation] 41,84,26,069 45,09,70,308
Gross Profit/(Loss) 43,29,829 45,49,798
Less:
Depreciation 22,28,462 2,073,768
Provision for Taxation 5,17,200 534,000
Earlier years Tax -
Deferred Tax liabilities (2,46,973) 231,181
Extra Ordinary Items (Investments written off) - -
Profit/ (Loss) after Tax (PAT) 18,31,140 17,10,849

II. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

The overall Revenue of the Company for the Current Financial year 2017-18 has decreased to Rs. 42,27,55,898/- as compared to Rs. 45,55,20,106/- in the Previous Financial year 2016-17. The Companys PAT as on 31st March 2018 is recorded at Rupees 18,31,140/-,as against 17,10,849/-in the previous year after a Provision Of Tax of Rupees 5,17,200/-

• Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

III. AMOUNT TRANSFERRED TO RESERVE:

During the year under review, the Company has not transferred any amount to reserves.

IV. DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

V. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

VI. CHANGES IN SHARE CAPITAL:

At present, the paid up Equity Share Capital of the Company is Rs. 5,25,63,000/-(Five Crore Twenty Five Lakh and Sixty Three Thousand rupees only).

The company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme. Your Company does not have any ESOP scheme for its employees/Directors.

VII. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73and 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable. The question of non compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

VIII. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

IX. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has entered into any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- "A".

X. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013during the financial period under review. The details of the investments made by company are given in the notes to the financial statements.

XI. MATERIAL CHANGES AND COMMITMENT 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:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

XII. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No orders have been passed by any Regulator or Court or Tribunal, impacting on the going concern status and the Companys operations in future.

XIII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

XIV. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

In Pursuant to Section 134(5)(e) of the Companies Act, 2013 the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XV. PARTICULARS OF EMPLOYEES (Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014):

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-"B". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XVI. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 is appended here in Annexure- "C" to this Report.

I. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i) CONSERVATION OF ENERGY :

• The steps taken or impact on conservation of energy: As the Company does not have heavy plant and machineries, which could have consume more electricity, therefore, the Company has not taken any steps towards conservation of energy.

• The steps taken by the Company for utilizing alternate sources of energy: The Company has not taken any steps to use alternate sources of energy.

• The Capital investment on energy conservation equipments: Nil

ii) TECHNOLOGY ABSORPTION :

• The efforts made towards technology absorption: No

• The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

• In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable

- the details of technology imported

- the year of import;

- whether the technology been fully absorbed;

- if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and • The expenditure incurred on Research and development ( R& D ) : NIL

iii) FOREIGN EXCHANGE EARNINGS & OUT GO :

• Foreign Exchange Earning : NIL
• Foreign Exchange Outgo
- CIF Value of Import : Rs.1,79,32,215/-
- Expenditure in Foreign Currency : NIL

II. AUDITORS :

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors

M/s Talati&Talati, Chartered Accountants, was appointed as Statutory Auditors for a period of 5 year(s) in the Annual General Meeting held on 25th September, 2017 to hold the office till the conclusion of 28th Annual General Meeting of the Company to be held in the year 2022. (subject to ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act, 2017, enforced on 7thMay, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s Talati&Talati, Chartered Accountants, the Statutory Auditors of the Company, in their report.

B. Secretarial Auditors

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Vishwas Sharma & Associates, Practising Company Secretaries had been appointed as Secretarial Auditor of the Company for the financial year 2017-18.

Secretarial Audit Report issued by M/s Vishwas Sharma & Associates, Practising Company Secretaries in Form MR-3 attached and marked as Annexure-"D", for the period under review forms part of this report.

(a) The said report contains observation or qualification relating to the non-appointment of Company Secretary by the Company during the period under review and hundred percent of shareholding of promoter(s) and promoter group should be in Dematerialized form, however the process of dematerialization of hundred percent of shareholding of promoter(s) and promoter group has not been completed.

The Board of Directors of your Company would like to explain on the said observation that the Board of your Company continues its efforts to search the candidate for the post of Company Secretary and will appoint the Company Secretary as soon as possible.

Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as the cost audit is not applicable to the Company.

XIX. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL :

a) Composition of Board :

Name of Director (DIN) Designation Category
Mr. Pratik R. Kabra (DIN :00006353) Chairman & Managing Director Promoter Executive
Mr. Govindlal Mangilal Dudani* (DIN:D7775287) Director & Chief Financial Officer Executive Professional
Mr. Bhupendra Singh Rajput (DIN:00853722) Director Non-executive, independent
Mr. Pankhil D. Desai (DIN:02903540) Director Non-executive, independent
Kanchan G- Kabra (DIN:03417138) Director Non-executive, Independent Woman Director

*Mr. Govindlal Dudani was appointed as an additional director on 04/04/2017

b) Retire by Rotation and subsequent re-appointment :

Mr. Govindlal M. Dudani (DIN: 07775287),is liable to retire by rotation at the ensuing AGMin accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The Board recommends his re-appointment.

c) Director Appointment/Cessations:

The following appointments were made during the year:

• Mr. Govindlal Mangilal Dudani (DIN: 07775287), was appointed as an Executive Director of the Company effective from 25/09/2017

Cessation:

• Mr. Jogesh D. Chokshi (DIN: 00006630), CFO & Director of the Company has tendered his resignation from his post and Board of Directors has approved his resignation vide their meeting held on 04/04/ 2017.

a) Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Rules framed there under:

1. Mr. Pratik R. Kabra - Managing Director (DIN: 00006358)

2. Mr. Govindlal M. Dudani - Chief Financial Officer (DIN: 07775287) effective from 04/04/2017

b) Declaration By Independent Director:

Mr. Bhupendra Singh Rajput (DIN:00853722), Mr. Pankhil Desai (DIN: 02908540) and Mrs. Kanchan G. Kabra (DIN:03417138) are the existing Independent Directors the Company.

Your Company has received a statement of declarations from all the Independent Directors that they meet the criteria of independence as laid down under the section 149(6) of the Companies Act, 2013 with the Schedules and Rules issued thereunder, and also in accordance to Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 as provided under Schedule IV(Code of independent director) of the Act and the Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, made there under,the Independent Directors held their meeting to evaluate the performance of the Non Independent Directors and the Board as a whole. Each Board members contribution, their participation was evaluated and the domain knowledge they brought. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which various documents are prepared and furnished by the Board.

Subsequently the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

XX. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force) the Board of Directors of your company states its responsibility Statement:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st march, 2018 and of the profit or loss of the Company for the year ended 31st March, 2018.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

XXI. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND DATES:

The Company had conduct 9 (Nine) Board meetings during the financial year 2017-18 under review on: 04th April 2017, 30th May 2017, 14thAugust 2017, 12th September 2017, 14th November 2017, 22nd December 2017, 29th January 2018, 13th February 2018 and 9th March 2018.

The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director(s) Number of Board Meetings held and attended during the year Attended Last AGM
Held during the tenure Attended
Mr. Pratik R. Kabra 9 9 Yes
Mr. Govindlal M. Dudani 9 8 No
Mr. Bhupendra Singh Rajput 9 9 Yes
Mr. Pankhil D. Desai 9 9 No
Mrs.Kanchan G. Kabra 9 8 No

I. COMMITTEES OF THE BOARD:

The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board.The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.

A) AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

• Composition of the Committee:

Name of Directors Category Designation Number of Meeting Held Number of Meeting Attended
Mr. Bhupendra Singh Rajput Non-executive & Independent Chairman 4 4
Mr. Pratik Kabra Executive( Promoter) & Non Independent Member 4 4
Mr. Pankhil D. Desai Non-executive & Independent Member 4 4

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the Year, 4(Four) meetings of the Committee were held on 30th May 2017, 12th September 2017, 14th November 2017 and 13th February 2018. The necessary quorum was present at the Meetings.

• Vigil Mechanism/Whistle Blower Policy:

Your Company is committed to highest standards of ethical, moral and legal business conduct of business operations. Accordingly the Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No person has been denied access to the chairman of the Audit Committee.

During the financial year 2017-18, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2017-18 of any sort from any directors and employee of your company.Whistle Blower Policy is disclosed on the website of the Company www.shreemetalloys.com .

A) NOMINATION AND REMUNERATION COMMITTEE:

• Composition of the Committee:

Name of Directors Category Designation Number of Meeting Held Number of Meeting Attended
Mr. Bhupendra Singh Rajput Non-executive & Independent Chairman 1 1
Mrs. Kanchan Kabra Non-executive & Independent Member 1 1
Mr. Pankhil D. Desai Non-executive & Independent Member 1 1

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is furnished in Annexure and is attached to this report.

• Meeting:

During the Year, 1 (one) meeting of the committee was held on 04th April, 2017.

A) STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the period under review, pursuant to Section 178(5) of the Companies Act, 2013 Regulation 20 of the Listing (Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Board of Directors of the Company constituted the Stakeholders Relationship Committee.

Composition of the Committee:

Name of Directors Category Designation
Mr. Bhupendra Singh Rajput Non-executive & Independent Chairman
Mr. Pankhil D. Desai Non-executive & Independent Member
Mrs. Kanchan G. Kabra Non-executive & Independent Member

I. COMMITTEES

• Details of Investors grievances/ Complaints

No. of investors complaints received by the RTA/ Company during the year: Nil

No. of complaints not solved to the satisfaction of shareholders/Investors during the year: Nil

No. of complaints pending as at the end of the current financial year 31st March, 2018: Nil

• Compliance Officer

The Compliance officer of the Company is Mr. Nimish Bavishi.

• Meeting of the Committee

The committee duly met on 11th December, 2017

I. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report.

II. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the company has nor constituted and developed CSR committee neither taken any steps towards Corporate Social Responsibility.

III. STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

IV. CORPOTRATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXVII. GENERAL SHAREHOLDERS INFORMATION: • Annual general meeting :

Day and Date Time Venue
Monday, 6th August, 2018 11.00 a.m. 103, SUN SQUARE, NR. KLASSIC GOLD HOTEL, OFF. C.G.ROAD, NAVRANGPURA, AHMEDABAD -380009

• Financial Calendar for 2018-2019 (tentative schedule, subject to change)

The Company expects to announce the unaudited/audited quarterly results for the year 2018-19 as per the following schedule:

Period Approval of Quarterly results
Quarter ending 30th June, 2018 By 2nd Week of August 2018
Quarter and half year ending 30th September, 2018 By 2nd Week of November, 2018
Quarter ending 31st December, 2018 By 2nd Week of February, 2019
The year ending 31st March, 2019 By end of May, 2019

• listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The company has paid its Annual Listing fees to the Stock Exchange for the year 2017-18; further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and place on record their appreciation for the support extended by Bankers and Office bearers of Government Department and Financial Institutions. Your Directors thank all, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company. Your Directors also acknowledge the continued invaluable support extended by you our shareholders and the confidence that you have placed in the company.

By Order of the Board of Directors
For, Shree Metalloys Limited
Sd/-
Pratik R. Kabra
Date: 30thMay,2018 Chairman & Managing Director
Place: Ahmedabad DIN: (00006358)
Registered Office:-
103, Sun Square,
Nr. Klassic gold hotel,
off. C.G.Road,Navrangpura,
Ahmedabad - 380 009.