THE DIRECTORS1 REPORT To, The Members Shree Shaleen Textiles Limited Your Directors are pleased to present their Directors' Report together with the Audited Financial Statements for the year ended March 31,2015 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 8* August, 2014; 18th August, 2014, 3rd September, 2014, 14th November, 2014 13th February, 2015. 3. DIRECTORS REPSONSIBILITY 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 arid 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: SVA & Company 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 141 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 2018-2019 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 was a plan of change in the management of the Company which got failed and due to same the statutory dues could not paid. RESERVES: The Company proposes to carry Rs.l 1910445 to the Reserves. AH the Requirements as laid down in Compantes Act, 2013 and Rules made there under are complied with. DIVIDEND: The Board of Directors have not recommended dividend for the year under review. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET 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. CONSERVATION OF ENERGY, TECHNOLOGICAL FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of energy: ABSORPTION, 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 DIRECTORS: A) Changes in Directors and Key Managerial Personnel The Board of Director is duly constituted. Mr. Ankur Bhinda, Mr. Ravikant Sharma and Mr. Arunkumar Saboo the directors have resigned due to personal reasons from the office during this financial year. B) Declaration by an Independent Directors) 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 includes criteria for performance evaluation of the non-executive directors and executive directors. 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 Bhati Mr. Zeeshan Hanif Shaikh 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 292A of the Companies Act, 1956. 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 AND REMUNERATION COMMITTEE AND COMPANY'S 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. The 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 Company's 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 Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs. 1000 crores or the Company's 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 OF 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 particulars of 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 including certain arms length transactions under the proviso thereto have been disclosed in Form No. AOC -2, annexed. 17. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {Section 131 (1)} The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial years. 18. DISCLOSURES PURSUANT TO SECTION 197 (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 (14) 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: (Not 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 COMPANY'S OPERATIONS IN FUTURE: There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 25. 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 Shaken Textiles Limited Sd/- Madhu Sharma (Director, DIN: 01833305) Sd/- Amad Riyaz Bhati (Director, DIN: 06834976 Place: Mumbai Date: 04/09/2015 |