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 |
|
+91-9892691696
