shreeshay engineers ltd share price Directors report


To,

THE MEMBERS

Your Directors are pleased to present herewith the 28th ANNUAL REPORT together with the Audited Financial Statements and Auditors report thereon for the year ended on 31st March, 2023.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st March, 2023 are as follows:

(Amount in Lakhs)

Particulars

Year ended March 31, 2023 Year ended March 31, 2022

Total Income

6,87,27,000 12,69,28,268

Total Expense

6,67,35,000 11,66,92,442

Profit before extraordinary items and tax

19,92,000 1,02,35,826

Extraordinary items

- -

Profit before tax

19,92,000 1,02,35,826

Tax Expense

26,000 31,50,629

Net Profit After Tax

20,19,000 70,85,197

Earnings Per Equity Share

0.15 0.54

STATE OF THE COMPANYS AFFAIRS:

The Company is engaged in the business of providing real estate constmction and engineering focused solutions. The total income of the Company during the year under review was Rs. 6,87,27,000 as compared to Rs. 12,69,28,268 during the previous year. During the year under review the Company has earned net profit of Rs 20,19,000. as compared to profit of Rs. 70,85,197/- during previous year.

DIVIDEND AND AMOUNT TRANSFERRED TO RESERVES:

With a view to conserve resources, the Company has not declared any dividend for the financial year ended on 31st March, 2023. The amount transferred to reserves is as per note 3 of the notes to financial statements.

TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority {Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend; if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

There were no amounts which were required to be transferred by the Company to the Investor Education and Protection Fund.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2023 was Rs. 13,20,33,960/-. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

JOINT VENTURES, SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any joint ventures, subsidiaries and associates as on the financial year ended 31st March, 2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company, to which the financial statements relate, i.e. 31st March, 2023 and the date of the Boards Report.

CHANGE IN REGISTERED OFFICE

The Company has changed its registered Office from "501, Kailas Plaza, V.B. Lane Ghatkopar East Mumbai, Maharashtra-400077, India." to "Shop No. F-04, 1% Floor, Eternity Mall, Naupada, Teen Haath Naka, LBS Marg, Eastern Express Highway Thane Wcst-400604Jndia with effect from February 23rd, 2023.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 during the period under review.

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

The particulars of loan given, investment made and guarantee and security given by the Company (if any) during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in the Notes to the Financial statements.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of the Companies Act, 2013, the Annual Return of the Company in the prescribed format is available at www.shreesliav.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides adequately with the Companys current working and future outlook of the Company as per Annexure - 1 to this report.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of Business and on an ‘amis length basis. Details of the transactions are annexed herewith as per Annexure - 2 to this report.

During the year, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

PARTICULARS OF EMPLOYEES, MANAGEMENT REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and details as 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 attached as per Annexure - 3 to this report.

POLICES UNDER SECTION 178:

Policy 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 is made available on the Companys website i.e. www.shreeshay.com for the ready reference of the stakeholders of the Company. The following policies of the company are attached herewith:

Annexure - 5 Policy on appointment of Directors and Senior Management Annexure - 6 Policy on Remuneration to Directors

Annexure - 7 Policy on Remuneration of Key Managerial Personnel and Employees AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors Rules, 2014, as amended from time to time, the Company appointed M/s. Vinod K. Mehta & Co., Chartered Accountants (FRN No. 111508W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Annual General Meeting to be held in the year 2023 to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors Rules, 2014, as amended from time to time, the Company has appointed B.B. GUSANI & ASSOCIATES, Chartered Accountants (FRN No. 140785W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 33th Annual General Meeting.

Secretarial Audit

M/s Ferrao MSR and Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure - 4 to this report.

Auditor Qualifications

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory and Secretarial Auditors in their respective audit reports. The comments made in the Statutory Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Cost Audit

Cost Audit as per The Companies (Cost Records and Audit) Rules, 2014 does not apply to the Company. Therefore, no cost auditor was appointed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The constitution of the Board is in compliance of Section 149 of the Companies Act, 2013. There was change in the composition of the Board.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Company has appointed the following key managerial personnel for the year 2022-23:

Name

Designation

Mr. Jignesh Thobhani Managing Director (w.e.f 28.12.2022)
Mr. Manish Pande Non-Executive Independent Director (w.e.f 23.02.2023)
Ms. Himani Bhootra Non-Executive Independent Director (w.e.f 28.12.2022)
Mrs. Priyanka Moondra Rathi Non-Executive Independent Director (w.e.f 19.07.2023)
Mr. Jayesh Merchant Company Secretary & Compliance Officer

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Jignesh Thobhani, Chief Financial Officer of the Company. The appointments / resignations of Key Managerial Personnel during the year 2022-23 are mentioned below:

Resignation of Mr. Nityanand N. Tirlotkar as CFO on 31st January, 2022 who was reappointed on 27th May, 2022.

Appointment of Mr. Jignesh Thobhani as CFO on February 23, 2023 and as managing director on December 28th, 2022

Appointment of Ms. Himani Bhootra s an Additional Non-Executive Independent Director on December 28th, 2022

Resignation of Kishor Danabhai Patel as Managing Director , Nisha Bhogin Patel as Non Executive Independent Director and Bhogin Patel Danabhai as Non Executive Independent Director on December 28th, 2022.

Resignation of Mr. Jayantilal Gala as Non-Executive Independent Director ,Mr. Harish Adhia as Non-Executive Independent Director and Mr. Nityanand Tirlotkar as CFO on February 23,2023.

Appointment of Mr. Manish Tarachand Pande and Mr. Keshav Rathi as an ‘Additional Director in the category of Non-Executive - Independent Director on February 23, 2023

Resignation of Mr. Keshav Rathi (DIN: 07288145) Non-Executive Independent Director has vide their resignation letter dated 19™ July, 2023

Appointment of Ms. Priyanka Moondra Rathi (DIN: 09485101) as Additional (Non-Executive Independent) Director with effect from 19th July , 2023.

MEETINGS AND ATTENDANCE OF DIRECTORS:

Board

The Board of Directors, during the year 2022-23 met six times on 27/05/2022, 17/08/2022, 07/09/2022, 14/11/2022, 28/12/2022 and 23/02/2023. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. There was no leave of absence at any of the aforementioned meetings.

Audit Committee

The Board of Directors at its meeting held on 18 th December, 2017 had constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013.

During the year under review, meetings of the Audit committee were held on 27th May, 2022, 14th November, 2022 and the attendance records of the members of the Committee are as follows:

Sr. No.

Name

Designation in Committee

No. of Committee meeting entitled to attend No. of Committee meeting attended

1.

Mr. Manish Tarachand Pande

Chairperson

0 0

2

Mrs. Himani Bhootra

Member

0 0

3.

Mr. Jignesh Thobhani

Member

0 0

4.

Mr. Jayantilal J Gala

Chairperson

2 2

5.

Mr. Harish V Adhia

Member

2 2

6.

Mr. Kishore D Patel

Member

2 2

Nomination & Remuneration Committee

The Board of Directors at its meeting held on 23.02.2023 had re-constituted a Nomination & Remuneration Committee in compliance of the provision of Section 178 of the Companies Act, 2013.

During the year under review, a meeting of the Nomination and Remuneration committee was held on 27th May, 2022 and 16th June, 2022 and the following are the members of the Committee:

Sr. No.

Name

Designation in Committee

No. of Committee meeting entitled to attend No. of Committee meeting attended

1.

Mr. Manish Tarachand Pande

Chairman

0 0

2.

Mrs Himani Bhootra

Member

0 0

3.

Mrs. Priyanka Moondra Rathi

Member

0 0

4.

Mr. Harish V Adhia

Chairperson

2 2

5.

Mr. Jayantilal J Gala

Member

2 2

6.

Mrs. Nisha B Patel

Member

2 2

Stakeholder Relationship Committee

The Board of Directors at its meeting held on 18th December, 2017 had constituted a Stakeholder Relationship Committee in compliance of the provision of Section 178 of the Companies Act, 2013.

During the year under review, a meeting of the Stakeholder Relationship Committee was held on 27 th May, 2022 and the following are the members of the Committee:

Sr. No.

Name

Designation in Committee

No. of Committee meeting entitled to attend No. of Committee meeting attended
1. Mr. Manish Tarachand Pande Chairman 0 0
2. Mrs. Himani Bhootra Member 0 0
3. Mr. Jignesh Thobhani Member 0 0
4. Mr. Bhogin D Patel Chairman 1 1
5. Mr. Kishore D Patel Member 1 1
6. Mrs. NishaB Patel Member 1 1

Corporate Social Responsibility Committee (CSR)

The provisions of Section 135 of the Companies Act, 2013 do not apply to the Company since it does not fulfill the minimum requirements for applicability. Therefore, a CSR Committee was not constituted and no annexure report has been attached.

Independent Directors

The Independent Directors of the Company meet without the presence of the Chairman, Managing Director / Chief Executive Officer, other Non- Independent Director, Chief Financial Officer, Company Secretary and any other Management Personnel. This Meeting is conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of NonIndependent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform its duties. One meeting of Independent Directors was held on. The said meeting was attended by all Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm to the best of their knowledge that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pmdent so as to give a tme and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

iii. They 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;

iv. They have prepared the annual financial statements on going concern basis.

v. Proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FORMAL ANNUAL EVALUATION PROCESS BY THE BOARD AND DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, individual Directors, its committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome. The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013. The performance of each of the non-independent directors (including the

Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

The Independent Directors of the Company viz. Mr. Manish Pande, Ms. Himani Bhootra and Mrs. Priyanka Moondra Rathi have given declarations to the Company that they qualify the criteria of independence as prescribed under Section 149 (6) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

CORPORATE GOVERNANCE:

Since the Company securities are listed on SME Exchange of BSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Directors Report.

CODE OF CONDUCT:

The Company has adopted Code of Conduct ("the Code/s") for its Directors, Independent Directors, Senior Management and employees. These Codes enunciate the underlying principles governing the conduct of the Companys business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of the Companys ethos. The Company has for the year under review, received declarations under the Codes from the Board members including Independent Directors of the Company affirming compliance with the respective Codes.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted an internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures etc.

Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companys operations.

The internal auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization.

RISK MANAGEMENT POLICY:

Your company has developed and implemented a Risk Management Policy pursuant to Section 134(3)(n)of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

The risk management process is designed to safeguard the organisation from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

HUMAN RESOURCES:

Your Company lays a lot of emphasis in the training and development of skills of human resources. The Employer relations with staff throughout the year continued to remain cordial.

VIGIL MECHANISM:

The Company has established a vigil mechanism system by adopting Whistle Blower Policy. The same is available on the Companys website www.shreeshay.com.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and out go stipulated under Sectionl34 (3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are enumerated as below:

Conservation of Energy:

1. The steps taken or impact on conservation of energy: -

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavour to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy.

The Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipments.

The Company has not made any capital investment on energy conservation equipments.

Technology Absorption:

The Company has not imported any technology and hence there is nothing to be reported here. Foreign Exchange Earning and Outgo:

The details of Foreign exchange Earnings and outgo during the year are as follows:

Particulars

2022-23

2021-22

Foreign Exchange Earnings

(Rs.)

NIL

NIL

Foreign Exchange Outgo (Rs.)

NIL

NIL

INDUSTRIAL RELATIONS:

The Companys Industrial relations with its employees continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported. The Company is having below 10 (Ten) employees including temporary employees, hence there is no need to constitute Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, but the Company is dedicated to provide healthy workplace environment and has the system internally to oversee these kinds of matters if any arises.

DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

s

2. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the excellent assistance and cooperation received from the Governmental authorities, the banks and financial institutions, customers, vendors, workers, officers, staff and investors for their continued support during the year.

For and behalf of the Board For Shreeshay Engineers Limited

Sd/-

Mr, Jignesh Thobhani

Managing Director Date: August 16th, 2023
00990345 Place: Mumbai