Shree Shaleen Director Discussions


To.

The Members

Shree Shaleen Textiles Limited

C-108, Room B,

Crystal Plaza CHS Ltd..

New Link Road. Near Infinity Mall,

Andheri (W). Mumbai-400053.

Your Directors are pleased to present their Directors Report together with the Audited Financial Statements for the year ended March 31,2016

1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)}

In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS: (Section 134)

The Board of Directors duly met 5 times on 14th May 2015 14th August, 2015, 4th September. 2015. 14th November. 2015 13th February, 2016.

3. DIRECTORS KEPSONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act. 2013. the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures:

ii) The Directors have 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 and of the profit and Loss of the Company for the that period:

iii) The Directors have taken proper and sufficient care 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;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors in case of listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

4. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE QUALIFICATIONS:

Auditors:

Satish Soni & Co.. Chartered Accountants, who are the statutory auditors of the Company, hold office, in accordance with the. provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 151 of the Companies Act. 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act. 2013 from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting of the Company relating to the financial ended 2020-2021 be and are appointed subject to ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members.

Reply to Auditors Qualification:

There has a plan of change in the management of the Company which got failed and due to same the statutory dues could not paid.

5. FINANCIAL RESULTS:

Particulars Current year 2016 Previous Y ear 2015
Income Earned During the year 13,79,22,077 7,1547,,033
Profit/ (Loss) before Interest, Depreciation & Tax 22,59,142 21,73,490
Less:
a. Interest 32,856 36,246
b. Depreciation 3,26,465 9,935
Add prior period income 0 0
Profit before Taxes 18,99,821 21,27,309
Less Current Tax 4,00,000 5,00,000
Add Deferred Tax 7,985 8,864
Profit for the period 14,91,836 16,18,445
Profits carried forward from previous year 19,10,445 1,02,92,000
Less proposed Dividend 0 0
Less Dividend Distribution Tax 0 0
Profits c f to Balance Sheet 1,34,02,280 1,19,10,445

6. RESERVES:

The Company proposes to carry Rs. 14. 91.836 - being profit for the year 2016 to the Profit & Loss Surplus account. All the Requirements as laid down in Companies Act. 2013 and Rules made there under are complied with.

7. DIVIDEND:

The Board of Directors have not recommended dividend for the year under review.

8. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company as both are approved and signed on the same day.

9. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

Considering the nature of the business of your company, there are no particulars which are required to be furnished in this report relating to conservation of energy/

(B) Technology absorption:

As the Company is not engaged in Software Development activity, provisions of section 134(2) (m) of the Companies Act. 2013 relating to Conservation of technology absorption is not applicable

(C) Foreign exchange earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year Nil
Foreign Exchange outgo during the year in terms of actual outflows Nil

10. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

The Board of Director is duly constituted. Mrs. Ruksana Sheikh was appointed as Director of the Company with effect from 05/10 2015

B) Declaration by an Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

C) Annual Evaluation of the Board Members

The Company has devised a Policy for performance evaluation of Independent Directors. Board. Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

11. AUDIT COMMITTEE {Section 177 (8)}

The Audit Committee was formed during the year and met once. Mr. Madhu Sharma is the Chairman of the Audit committee. The Composition of the Audit Committee is as under;

Mr. Madhu Sharma

Mr. Amad Riyaz Bliati

Mrs. Ruksana Sheikh

The broad terms and reference of Audit Committee are to review the financial statements before submission to Board, to review reports of the Auditors and Internal Audit department and to review the weaknesses in internal controls, if any, reported by Internal and Statutory Auditors etc. In addition, the powers and role of the Audit Committee are as laid down under Clause 49 II C & D of the Listing Agreement entered with the Stock Exchanges and Section 177 of Companies act. 2013.

The Audit Committee invites such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at its meetings. The Statutory Auditors are also invited to the meetings.

12. NOMINATION ANT) REMUNERATION COMMITTEE AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :{ Section 178 (3) and 178 (4)}

The Remuneration Committee was constituted during the year. Mr. Amad Riyaz Bhati is the Chairman of Remuneration Committee. I lie Constitution of the Committee is as given below:

Mr. Madhu Sharma Mr. Amad Riyaz Bhati Mr. Zeeshan Hanif Shaikh

The terms of reference of the •Remuneration Committee are as follows:

1) To determine on behalf of the Board and on behalf of the Shareholders the Companys policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment.

2) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The details of the remuneration paid to executive director are disclosed in the related party transactions in the notes to accounts section of the report.

13. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, following there are no risks which would threaten the existence of the Company.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Companys net worth does not exceed Rs. 500 crores or Companys turnover does not exceed Rs. 1000 crores or the Companys net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

15. PARTICULARS OK LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of Loan given. Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

The Company has not entered into any contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act. 2013 including certain arms length transactions under the proviso thereto.

17. REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT (Section 13)

The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial years.

IS. DISCLOSURES PURSUANT TO SECTION I‘>7 (12) OF THE COMPANIES ACT. 2013 AND THE RULES MADE THEREUNDER:

The Company is not paying any remuneration to its directors except for the sitting as prescribed by the Articles of Association of the Company: no disclosures are to be made in this regard.

19. DISCLOSURES PURSUANT TO SECTION 197 (15) OF THE COMPANIES ACT, 2013:

The Company is not paying any remuneration to its directors except for the sitting as prescribed by the Articles of Association of the Company: no disclosures are to be made in this regard.

20. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: (Nol Applicable)

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013

24. ACKNOWLEDGEMENTS:

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

For and on Behalf of the Board
Shree Shaleen Textiles Limited
Sd/- Sd/-
Madhu Sharma Amad Riyaz Bhati
(Director, DIN: 01833305) (Director, DIN: 06834976)
Place: Mumbai
Date: 30/05/2016