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Shreeshay Engineers Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 39.61 Cr. P/BV 1.75 Book Value (Rs.) 17.18
52 Week High/Low (Rs.) 45/20 FV/ML 10/4000 P/E(X) 197.37
Bookclosure 12/09/2023 EPS (Rs.) 0.15 Div Yield (%) 0.00
Year End :2018-03 

Director's Report

To,

THE MEMBERS

Your Directors are pleased to present herewith the 23rdANNUAL REPORT together with the Audited Financial Statements and Auditors' report thereon for the year ended on 31st March, 2018.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st March, 2018 are as follows:

(Amount in Rs.)

Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Total Income

5,978,255

2,217,405

Total Expense

2,819,919

303,716

Profit before extraordinary items and tax

3,158,336

1,913,689

Extraordinary items

-

-

Profit before tax

3,158,336

1,913,689

Tax Expense

1,589,271

580,427

Net Profit After Tax

1,569,064

1,333,262

Earnings Per Equity Share

0.12

2.75

STATE OF THE COMPANY'S AFFAIRS:

The Company is engaged in the business of providing real estate construction and engineering focused solutions. The total income of the Company during the year under review was Rs. 5,978,2551-as compared to Rs. 2,217,405/- during the previous year. During the year under review the Company has earned net profit of Rs. 1,569,064/- as compared to profit of Rs. 1,333,262/- during previous year.

DIVIDEND:

The Company has not declared any dividend for the financial year ended on 31stMarch, 2018.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 13,20,33,960/-. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

AMOUNT TRANSFERRED TO RESERVES:

The Company has not transferred any amount to the General Reserve during the year under review.

ISSUE OF SHARES:

As approved by the members, the Board has issued and allotted shares as follows:

1. Preferential Issue - 87,30,360 Equity Shares of Face Value of Rs. 10 each and on premium of Rs. 5 each on preferential basis.

2. Bonus Issue : 388,016 Equity shares of Rs. 10/- each to the members as Bonus shares by way of capitalizing the free reserves of the Company in the ratio of 8:10.

INITIAL PUBLIC OFFER:

During the year under review, your Company came out with a Initial Public Issue of 36,00,000 Equity Shares at face value of Rs. 10/- at a premium of Rs. 5/- per share, consisting of an entire Fresh Issue of 36,00,000 equity shares.

Your Directors are pleased to inform that Company had successfully completed Initial Public Offer. The issue was oversubscribed by 1.05 times.

The Company has received the trading approval for total 1,32,03,396 Equity Shares on SME Platform of BSE Limited with effect from 21st March, 2018 having the symbol "SHREESHAY".

The Company confirms that the annual listing fees to BSE Limited for the financial year 2017-18 have been paid.

CONVERSION OF COMPANY:

During the year, the Company has been converted to Limited Company from Private Limited Company and the necessary fresh certificate to that effect has been issued by Deputy Registrar of Companies, Mumbai on 11th December, 2017

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 Company's current working and future outlook of the Company as per Annexure -1.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as on 31st March, 2018 in the prescribed form MGT - 9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules2014, is annexed herewith as per Annexure - 2.

SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:

The Company does not have any subsidiaries and associates as on the financial year ended 31st March, 2018.

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 ordinary course of Business and on arms' lengthbasis. Details of the transactions are annexed herewith as per Annexure - 3.

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.

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 relates, i.e. 31st March, 2018 and the date of the Board's Report.

DEPOSITS:

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

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.

AUDITORS OBSERVATIONS:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their audit report.

SECRETARIAL AUDIT REPORT:

M/s Ferrao MSR and Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2017-18 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.

There are no qualifications or other observations or remarks of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

COST AUDITOR

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:

Mrs. Nisha B Patel will retire by rotation at the ensuing Annual General Meeting and being eligible and has offered herself for reappointment. The Board recommends there appointment of above Directors of the Company.

The constitution of the Board is in compliance of Section 149 of the Companies Act, 2013. The details of changes among the directors are as under:

Name

Patriculars

Date

Designation

Kishore Patel

Change in Designation

29/09/2017

Managing Director (Categorised as Key managerial Personnel w.e.f. 29th September, 2017)

Bhogin Patel

Appointment

27/10/2017

Non Executive Director

Nisha Patel

Change in Designation

30/09/2017

Non Executive Director (W.e.f 29th September, 2017)

Jayantilal J Gala

Appointment

18/12/2017

Additional Independent Director

Harish V Adhia

Appointment

18/12/2017

Additional Independent Director

Pursuant to provision of Section 203 of the Companies Act, 2013 the Company has appointed Mr.Nityanand Tirlotkar as Chief Financial Officer and Mr. Ashish Roongta as Whole-Time Company Secretary w.e.f. 12th July, 2018. (previously Mrs. Shruti Bang was Company Secretary who resigned w.e.f. 26th June, 2018)

ATTENDANCE OF DIRECTORS:

AUDIT COMMITTEE:

The Board of Directors at its meeting held on 18th December, 2017 has constituted an Audit Committee incompliance of the provision of Section 177 of the Companies Act, 2013. During the year under review, meeting of Audit committee was held on 27th March, 2018 and the attendance records of the members of the Committee are as follows:

Sr. No.

Name

Designation in Committee

No. of Committee meeting entitled

No. of Committee meeting attended

1.

Mr. Jayantilal J Gala

Chairman

1

1

2.

Mr. Harish V Adhia

Member

1

1

3.

Mr. Kishore D Patel

Member

1

1

NOMINATION & REMUNERATION COMMITTEE:

The Board of Directors at its meeting held on 18th December, 2017 has constituted a Nomination &Remuneration Committee in compliance of the provision of Section 178 of the Companies Act, 2013. During the year under review, meeting of Nomination and Remuneration committee was held on 27th March, 2018 and the following are the members of the Committee:

Sr.

Name

Designation in

No. of Committee

No. of Committee

No.

Committee

meeting entitled

meeting attended

1.

Mr. Harish V Adhia

Chairman

1

1

2.

Mr. Jayantilal J Gala

Member

1

1

3.

Mrs Nisha B Patel

Member

1

1

STAKEHOLDER RELATIONSHIP COMMITTEE:

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

The composition of Stakeholder Relationship Committee is enumerated as below:

Sr. No.

Name

Designation in Committee

Nature of Directorship

1.

Mr. Bhogin D Patel

Chairman

Non-executive Non-independent Director

2.

Mr. Kishore D Patel

Member

Managing Director

3.

Mrs. Nisha B Patel

Member

Non-executive Non-independent Director

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.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company viz. Mr. Jayantilal J Gala and Mr. Harish V Adhia have given declaration 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.

KEY MANAGERIAL PERSONNEL:

According to the provisions of section 203 (1) of the Companies Act 2013, the Company has appointed the following Key Managerial Personnel for the financial year 2017-18

Name

Designation

Mr. Kishore D Patel

Managing Director

Mr. Nityanand N Tirlotkar

CFO

Mrs. Shruti G Bang

Company Secretary & Compliance Officer (Resigned w.e.f 26th June, 2018)

Mr. Ashish Roongta

Company Secretary & Compliance Officer (Appointed w.e.f 12th July, 2018)

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 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 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:

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 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.

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 - 5.

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION :

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as per Annexure - 6.

NUMBER OF BOARD MEETINGS OF THE BOARD:

The Board of Directors, during the year 2017-2018 duly met 6times in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

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 sub-regulation (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 Company's business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of the Company's 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 Company's 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 company's 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 Company's website www.shreeshay.com.

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

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

2017-2018

2016-2017

Foreign Exchange Earnings (Rs.)

NIL

NIL

Foreign Exchange Outgo (Rs.)

NIL

NIL

INDUSTRIAL RELATIONS:

The Company's 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 has not received any complaint under The Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.

CERTIFICATION FROM CHIEF FINANCIAL OFFICER /CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Nityanand Tirlotkar, Chief Financial Officer Director of the Company. The same forms a part of this Annual Report.

ACKNOWLEDGEMENT:

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

Kishore Patel

Bhogin Patel

Managing Director

Director

00990345

01319739

Date : 03rd September, 2018

Place : Mumbai


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