SHABA CHEMICALS LIMITED Board's Report To, The Members of SHABA CHEMICALS LIMITED 1.Your Directors have pleasure in presenting the 28st Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015. 2. DIVIDEND Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2015. 3. STATE OF COMPANY'S AFFAIRS The highlights of the Company's performance are as under: > Revenue from operations remains from Rs NIL from the year 2013-14 to Rs. NIL in the year 2014-15. > Income from other operating sources is Rs. 255082. > Total Income of the Company was Rs.255082/- against Rs.138500/- in the previous year. > Depreciation remains from Rs. NIL in the previous year to Rs.NIL in current year.Equity share capital remains unchanged at Rs. 29163500. > The Company has earned a Profit after tax of Rs.8712/- compared to Rs.5520/- in the previous year. > Basic & diluted Earnings per share (EPS) is Rs.0.003 per share compare to Rs.0.002 per share in previous year 4. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed as Annexure I. 5. CORPORATE GOVERNANCE REPORT The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement, forms part of this Report. The requisite certificate from the Statutory Auditors of the Company, S.N.KABRA & Co.,Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report as Annexure II. 6. ANNUAL RETURN The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information as Annexure III. 7. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a 'going concern' basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained bythe Company, work performed by the internal, statutory and secretarial auditors and external consultants andthe reviews performed by management and the relevant board committees, including the audit committee,the board is of the opinion that the Company's internal financial controls were adequate and effective duringthe financial year 2014-15. 9. DECLARATION BY INDEPENDENT DIRECTORS The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013 have been received by the company. 10. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. 11. AUDITORS' Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, S.N.kabra & Company . ,Chartered Accountants (Firm Registration Number 03439C), were appointed as statutory auditors of the Company from the conclusion of the current year Annual General Meeting (AGM) of the Company held on 30th September, 2015 till the conclusion of the Thirty Third AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. 12. AUDITORS' REPORT The Board has appointed S.N.Kabra & Company Chartered Accountantsto conduct the Statutory Audit for the year 2014-15. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. 13. SECRETARIAL AUDITOR'S REPORT The Board has appointed M/sRao Saklecha & Co, Practising Company Secretary , to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report. Comments on Secretarial Audit Report remarks are as under:- 1) Since there is no employee/ Operation in the company hence whistle blower policy and vigil ,mechanism policy have not been prepared. Company would take care in future. 2) News paper publication, since company is facing acute financial crises, company could not published their Annual meter how ever we are regularly submitting in our information and record with stock exchanges. Investor can see on the portal of BSE further we have noted for the same in future and we would take for the same. 3) Company is under process to appoint it's RTA. Company also facing financial crises. 4) Company become sick long back in 2002 and unit were closed. At present company is not having any Unit and . hence it is not applicable to the company. 14. NOMINATION AND REMUNERATION COMMITTEE The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 has also been disclosed in Corporate Governance Report which form part of Board Director as Annexure V. 15 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The are no any subsidiary company 16. DISCLOSURE REQUIREMENTS As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.shabachemicals.com ). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.shabachemiclas.com ) 17. CODE OF CONDUCT A declaration signed by the Chairman &Whole Time Director affirming compliance with the Company's Code of Conduct by the Directors and Senior Management for the Financial Year 2014-15 as required under Clause 49 of the Equity Listing Agreement with Stock Exchanges is included in the Corporate Governance Report which forms part of Corporate Governance report. 18. RELATED PARTY TRANSACTIONS None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VIin Form AOC-2 and the same forms part of this report. 19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. 20. FOREIGN EXCHANGE EARNINGS AND OUTGO There were no foreign exchange earnings and outgo during the year under review. 21. RISK MANAGEMENT The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. 22. GENERAL: Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report. b) For the financial year ended 31st March, 2015,Your Company has not transferred any amount to General Reserve out of profits available for appropriation. c) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. d) The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. 23. ACKNOWLEDGEMENT Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company. FOR & ON BEHALF OF THE BOARD OF DIRECTORS SHABA CHEMICLAS LIMITED RITESH IAIN (01499443) (WHOLE TIME DIRECTOR) DATE: Indore PLACE:11thMay 2015 |