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શેન્ટ્રાકોન કેમિકલ્સ ડિરેક્ટર્સ રિપોર્ટ, શેન્ટ્રાકોન કેમિકલ્સ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

શેન્ટ્રાકોન કેમિકલ્સ

બીએસઈ: 530757  |  ઍનઍસઈ : N.A  |  ISIN:  |  Chemicals

શોધો શેન્ટ્રાકોન કેમિકલ્સ કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear Members,
 
 Your Directors have pleasure in presenting the twenty second Annual
 Report of the Company together with the Audited Statement of Accounts
 for the year ended 31st March, 2015.
 
 1.  FINANCIAL SUMMARY OF THE COMPANY:
 
                                                         (Amount in Rs)
 
 Financial results for the year ended         31st March,    31st March,
                                                    2015           2014
 
 Total Income                                  31,40,572       4,63,948
 
 Profit / (Loss) before Depreciation & tax    (2,99,759)       2,23,219
 
 Less : Depreciation                          (1,90,568)       2,22,820
 
 Profit/ (Loss) before tax                    (4,90,327)            399
 
 Less: Tax Expenses                                    _              _
 
 Profit /(Loss) for the year                  (4,90,327)            399
 
 Add: Balance as per last financial
 statements                                (9,63,64,228)   (9,63,64,627)
 
 Less: Transitional effect of                        _               _
 Depreciation on Fixed Asset
 as per Companies Act 2013 as
 on 1st April 2014
 
 Surplus/(Deficit) in the Statement
 of Profit and Loss                        (9,68,54,555)   (9,63,64,228)
 
 2.  STATE OF COMPANY''S AFFAIRS:
 
 As you are aware that due to uneconomical condition and technical
 unavailability, the production in chemical plant was shut down since
 long period and the board of directors resolved to close the company''s
 main business of chemical. The management also disposed off the
 existing chemical Plant & Machineries and Electrical appurtenant
 thereto on block basis and transferred the same from Fixed Assets to
 Current Assets, as the same are now meant for disposal off. We have
 already disposed off block of the Plants & Machineries during this year
 and are currently negotiating with a few parties for rest of the plants
 & Machineries.
 
 We are earning income by renting out a portion of factory building and
 let out the vacant land for hiring out for logistic purpose. The
 management is seriously considering the revival of the Company. Many
 alternate business plans including enhancement of net worth are under
 consideration. The management is hopeful of reviving the Company.
 
 3.  INDUSTRY OUTLOOK:
 
 Presently, the Company is not engaged in manufacturing process of
 Chemicals.
 
 4.  CHANGE IN NATURE OF BUSINESS:
 
 There has been no change in nature of business of the Company during
 the F.Y. 2014-2015.
 
 5.  DIVIDEND:
 
 In view to strengthen the Company''s reserve and due to inadequate
 profit, your Board of Directors has decided not to recommend any
 dividend for the year ended 31st March 2015.
 
 6.  CHANGES IN SHARE CAPITAL:
 
 The paid up Share Capital as on 31st March, 2015 stood at Rs
 7,16,18,580. During the year under review, the Company has not issued
 any shares with differential voting rights, sweat equity shares nor
 granted any Employees stock options. The company neither came out with
 rights, bonus, private placement and preferential issue.
 
 7.  TRANSFER TO RESERVE:
 
 During the period under review, no amount was transferred to General
 Reserve.
 
 8.  DIRECTORS & KEY MANAGERIAL PERSON:
 
 DIRECTORS
 
 In accordance with the Articles of Association of the company Mr.
 Jagdish Prasad Sureka (DIN: 00482176), Director of the Company retires
 by rotation & being eligible offers himself for re- appointment at the
 ensuing Annual General Meeting of the company .
 
 Mrs. Garima Sureka (DIN: 07138785) is appointed as additional Woman
 Director w.e.f 30.03.2015 pursuant to provision of section 149(1) and
 section 152 of the Companies Act 2013, who shall be liable to retire by
 rotation.
 
 Mr. Govind Sureka (DIN: 00491488), Director, resigned from Directorship
 w.e.f. from 27th March 2015 due to personal reason. The Board has
 placed on record its appreciation for the outstanding contributions
 made by Mr. Govind Sureka during his respective tenures of office.
 
 KEY MANGERIAL PERSONNEL
 
 The following employees were designated as whole -time key managerial
 personnel by Board of Directors during the year 20142015, pursuant
 to section 203 of Companies Act 2013 and rules made thereon:
 
 1) Mr. Jayanta Sahu - Manager
 
 2) Mr. Rajesh Kumar Rungta - Chief Financial Officer
 
 9. DECLARATION BY INDEPENDENT DIRECTORS
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 10. NUMBER OF MEETINGS OF THE BOARD:
 
 The company has duly complied with section 173 of the Companies'' Act
 2013. During the year under review, Seven Board meetings were convened
 and held. The dates on which meeting were held are as follow:
 
 Date of the meeting              No. of Directors attended the meeting
 
 1st April 2014                                     4 (Four)
 
 30th May 2014                                      4 (Four)
 
 12th August 2014                                   3(Three)
 
 1st September 2014                                 4 (Four)
 
 13 th November 2014                                4 (Four)
 
 10th February 2015                                 4 (Four)
 
 30th March 2015                                    4 (Four)
 
 11. COMMITTEES OF BOARD
 
 During the year, in accordance with the Companies Act, 2013, the Board
 re-constituted some of its Committees. There are currently four
 Committees of the Board, as follows:
 
 * Audit Committee
 
 * Nomination and Remuneration Committee
 
 * Stakeholders'' Relationship Committee
 
 * Shares Transfer Committee
 
 The details of composition of the Committees of Board of Directors are
 as under:-
 
 A. Audit Committee
 
 During the year under review, the Board of Directors of your Company
 re-constituted an Audit Committee in accordance with the provisions of
 Section 177 of the Companies Act, 2013 and Companies (Meetings of Board
 and its Powers) Rules, 2014.
 
 The Committee had met four times i.e. on 30th May, 2014, 12th August,
 2014, 13th November, 2014 and 10th February, 2015. The details of
 composition of the Audit Committee are as under:-
 
 SI.     Name                                    Chairman/ Members
 No.
 
 1.      Mr. Pijush Mondal                       Chairman-Independent
                                                    Director
 
 2.      Mr. Tarun Mondal                        Member-Independent
                                                     Director
 
 3.      Mr. Jagdish Prasad Sureka               Member-Non Executive
                                                     Director
 
 All the recommendation from the committee was accepted by the Board.
 
 Vigil Mechanism / Whistle Blower Policy
 
 In compliance with provisions of Section 177(9) of the Companies Act,
 2013 and Clause 49 of the Listing agreement, the Company has framed a
 Vigil Mechanism / Whistle Blower Policy to deal with unethical
 behaviour, actual or suspected fraud or violation of the Company''s code
 of conduct or ethics policy, if any. The Vigil Mechanism / Whistle
 Blower Policy have also been uploaded on the website of the Company and
 may be accessed at http://www. shentracon.com.
 
 B. Nomination & Remuneration Committee
 
 During the year under review, the Board of Directors of your Company
 has renamed the existing Remuneration Committee as Nomination and
 Remuneration Committee in accordance with the provisions of Section 178
 of the Companies Act, 2013 and Companies (Meetings of Board and its
 Powers) Rules, 2014. The Committee had met two times i.e. on 1st
 September, 2014 and 30th March, 2015. The details of composition of the
 Nomination & Remuneration Committee are as under:-
 
 Sl.    Name                                     Chairman/ Members
 No.
 
 1.     Mr. Tarun Mondal                       Chairman- Independent
                                                      Director
 
 2.     Mr. Jagdish Prasad Sureka               Member Non Executive
                                                      Director
 
 3.     Mr. Govind Sureka*                     Member- Non Executive
                                                      Director
 
 4.     Mrs. Garima Sureka* *                 Member- Non Executive
                                                      Director
 
 * Resigned w.e.f 27t March, 2015.
 
 **Appointed as (Additional) Woman w.e.f. 30th March, 2015
 
 The Nomination & Remuneration committee has revised its existing
 remuneration policy and framed it as per section 178 (3) of Companies
 Act 2013 and revised clause 49 of Listing Agreement. The policy of the
 company on remuneration of Directors, KMPs and other employees and
 appointment of Director including criteria for determining the
 qualification, experience, positive attributes and independence of
 directors was recommended to board and was duly approved. The summary
 of the Remuneration policy is stated in the corporate governance
 report.
 
 The details of criteria for performance evaluation as laid by
 Nomination & Remuneration committee are disclosed in the Corporate
 Governance report, which forms a part to the Annual report.
 
 C.  Stakeholders'' Relationship Committee
 
 In compliance with the provisions of Section 178(5) of the Companies
 Act, 2013 and clause 49 of the Listing Agreement, the Board has renamed
 the existing Shareholders / Investors'' Grievance Committee as 
 Stakeholders Relationship Committee .
 
 Following are the terms of reference of the Stakeholders Relationship
 Committee:
 
 a) Consider and resolve the grievances of the security holders of the
 Company, including complaints related to transfer of shares, non
 receipt of annual report, non receipt of declared dividends, etc
 
 b) Set forth the policies relating to and to oversee the implementation
 of the Code of Conduct for Prevention of Insider Trading and to review
 the concerns received under the Shentracon Chemicals Limited Code of
 Conduct.
 
 The Company has adopted the Code of Conduct for Prevention of Insider
 Trading, under the SEBI (Prohibition of Insider Trading) Regulations.
 The Code lays down guidelines for procedures to be followed and
 disclosures to be made while dealing with the shares of the Company.
 
 The Company has also adopted the Code of Corporate Disclosure Practices
 for ensuring timely and adequate disclosure of Price Sensitive
 Information, as required under the Regulations. The Manager & CFO is
 the Public Spokesperson for this purpose.
 
 The Committee had met two times i.e. on 1st September, 2014 and 30th
 March, 2015. The details of composition of the Stakeholders''
 Relationship Committee are as under:-
 
 Sl.     Name                                Chairman/ Members
 No.
 
 1.      Mr. Tarun Mondal                     Chairman- Independent
                                                   Director
 
 2.      Mr. Jagdish Prasad Sureka             Member- Non Executive
                                                    Director
 
 3.      Mrs. Garima Sureka *                  Member- Non Executive
                                                    Director
 
 *Appointed as (Additional) Woman Director W.e.f. 30th March, 2015
 
 12. RISK MANAGEMENT
 
 Risk management is the process of identification, assessment and
 prioritization of risks followed by coordinated efforts to minimize,
 monitor and mitigate/ control the probability and / or impact of
 unfortunate events or to maximize the realization of opportunities.
 
 Management of risk remains an integral part of your Company''s
 operations and it enables your Company to maintain high standards of
 asset quality at time of rapid growth of its lending business. The
 objective of risk management is to balance the trade-off between risk
 and return and ensure optimal risk-adjusted return on capital. It
 entails independent identification, measurement and management of risks
 across the businesses of your Company. Risk is managed through a
 framework of policies and principles approved by the Board of Directors
 supported by an independent risk function which ensures that your
 Company operates within a pre-defined risk appetite. The risk
 management function strives to proactively anticipate vulnerabilities
 at the transaction as well as at the portfolio level, through
 quantitative or qualitative examination of the embedded risks.
 
 Your Company manages monitors and reports on the principal risks and
 uncertainties that can impact its ability to achieve its strategic
 objectives. Your Company''s management systems, organizational
 structures, processes, standards, code of conduct and behaviours
 governs how the Group conducts the business of the Company and manages
 associated risks.
 
 13. LISTING AT STOCK EXCHANGE:
 
 The Equity shares of the company are listed on The Calcutta Stock
 Exchange Association Ltd., The Ahmedabad Stock Exchange Limited and The
 Bombay Stock Exchange Association Ltd. Annual Listing fees for all
 Exchanges has been paid. The Equity Shares of the Company are suspended
 in Bombay Stock Exchanges since 10.09.2001.
 
 14. FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS
 
 In terms of Clause 49(II)(B)(7) of the Listing Agreement, the Company
 has conducted the Familiarization Programme for Independent Director to
 familiarize them with their roles, rights, responsibilities in the
 company, nature of the industry in which the company operates, business
 model of the company, etc., through various initiatives. The same has
 been uploaded in Company''s website and may be accessed at
 http://www.shentracon.com.
 
 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGOES:
 
 Information as required under the provisions of the Companies Act, 2013
 and Rule 8(3) of the Companies (Accounts) Rules, 2014 details relating
 to Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo are given in the Annexure-A, which is annexed
 hereto and forms part of Board''s Report.
 
 The Board as a whole is an integrated, balanced and cohesive unit where
 diverse views are expressed and dialogued when required, with each
 Director bringing professional domain knowledge to the table. All
 Directors are participative, interactive and communicative.
 
 The information flow between your Company''s Management and the Board is
 complete, timely with good quality and sufficient quantity.
 
 16. MANAGERIAL REMUNERATION:
 
 The statement containing the disclosure as required in accordance with
 the provisions of Section 197(12) of the Companies Act 2013 read with
 rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 is annexed as Annexure B. and forms a part of
 the Board Report.
 
 Further, none of the employees of the Company are in receipt of
 remuneration exceeding the limit prescribed under rule 5 (2) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014 so statement pursuant to Section 197(12) of the Companies Act 2013
 read with rule 5(2) and 5(3) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014 is not required to be
 included.
 
 17. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
 
 Your Company has neither a Subsidiary Company nor a Joint Venture
 Company or an Associate Company during the year under review.
 
 Hence, Formulation of Policy for determining material subsidiary is not
 required.
 
 18. STATUTORY AUDITORS
 
 M/s. K. P. Jhawar & Co., Chartered Accountants was appointed as
 Statutory Auditors of the Company to hold office till the conclusion of
 the ensuing Annual General Meeting. Further the Auditors have confirmed
 their eligibility under section 141 of the Companies Act 2013 and rules
 farmed there under and also confirmed that they hold a valid
 certificate issued by the Peer Review Board of the ICAI as required
 under clause 49 of Listing Agreement.
 
 The Notes on financial statement referred to in the Auditors'' Report
 are self-explanatory and do not call for any further comments. The
 Auditors'' Report does not contain any qualification, reservation or
 adverse remark.
 
 The statutory Auditor has not reported any incident of fraud to the
 Audit committee of the company in the year under review.
 
 SECRETARIAL AUDITOR:
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and The Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company has appointed M/S. MR &
 
 Associates, a firm of Company Secretaries in Practice to undertake the
 Secretarial Audit of the Company.  The Report of the Secretarial Audit
 Report is annexed herewith as Annexure C.
 
 In connection with the Observation reported in Secretarial Audit Report
 regards to Appointment of Whole Time Company Secretary, It is clarified
 that your Board proposed to appoint Company Secretary but due to some
 unforeseeable circumstances the appointment could not be made during
 this financial year.  Further with regards to one pending case with the
 CJM Court, Alipore under Section 162(1) of the Companies Act 1956 it is
 clarified that the matter is subjudice.
 
 INTERNAL AUDITOR:
 
 Pursuant to the provisions of Section 138 of the Companies Act, 2013
 and The Companies (Accounts) Rules, 2014 the Company has appointed M/s.
 J. Khemani & Co., to undertake the Internal Audit of the Company for
 the F.Y. 2014-2015. There stood no adverse finding & reporting by the
 Internal Auditor in the Internal Audit Report for the year ended 31st
 March 2015.
 
 19. EXTRACT OF ANNUAL RETURN:
 
 The Companies Act, 2013 makes mandatory for every company to prepare an
 extract in the format prescribed Form MGT 9. The details forming art of
 the extract of Annual Return as on 31st March 2015 is annexed herewith
 as Annexure - D.
 
 20. MATERIAL CHANGES:
 
 There have been no material changes and commitments affecting the
 financial position of the company, which have occurred since 31st March
 2015, being the end of the Financial Year of the Company to which
 financial statements relate and the date of the report.
 
 21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
 OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION
 IN FUTURE:
 
 There are no significant material orders passed by the Regulators /
 Courts/Tribunals which would impact the going concern status of the
 Company and its future operations. Further the details of proceedings
 against the Company and its Directors are given in Annexure to
 Director''s Report which forms part of the Annual Report.
 
 22. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
 
 The Company has policy for Internal Financial Control System,
 commensurate with the size, scale and complexity of its operations.
 Detailed procedural manuals are in place to ensure that all the assets
 are safeguarded, protected against loss and all transactions are
 authorized, recorded and reported correctly. The scope and authority of
 the Internal Audit (IA) function is defined in the internal financial
 control policy. The Internal Auditor monitors and evaluates the
 efficiency and adequacy of Internal Financial control system in the
 Company, its compliance with operating systems, accounting procedures
 and policies. To maintain its objectivity and independence, the Internal
 Auditor reports to the Chairman of the Audit Committee of the Board, the
 internal audit report on quarterly basis and some are reviewed by the
 committee. The observation and comments of the Audit Committee are
 placed before the Board.
 
 23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 &
 CLAUSE 32 OF LISTING AGREEMENT:
 
 Pursuant to clause 32 of Listing Agreement, there has being no
 loans/advances and investment made by the company in its own shares.
 The company has no subsidiary or associate during the year under
 review.
 
 Further there has being no loans and advances in the nature of loans
 where there is no repayment schedule or repayment beyond seven years or
 no interest or interest below section 186 of the Companies Act 2013
 (Section 372A of the Companies Act, 1956) and no loans and advances is
 being made in the nature of loans to firms/companies in which directors
 are interested.
 
 24. CORPORATE SOCIAL RESPONSIBILITY:
 
 Your Company had not taken any initiatives on the activities of
 Corporate Social Responsibilities during the financial year as the
 provisions relating to the same are not applicable to the Company.
 
 25. DEPOSITS:
 
 Your Company did not accept any deposits within the meaning of the
 Companies Act, 2013 and the Rules made there under.
 
 26. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:
 
 During the year, the Company had not entered into any contract /
 arrangement / transaction with related parties thus disclosure about
 details of contracts or arrangements or transactions with related
 parties referred to in section 188(1) in Form AOC-2 is not required.
 There are no materially significant related party transactions made by
 the Company with Promoters, Directors, Key Managerial Personnel or
 their relatives or other designated persons which could have a
 potential conflict with the interest of the Company at large. All
 Related Party Transactions are periodically placed before the Audit
 Committee as also the Board for approval.
 
 Your Directors draw attention of the members to Note 19(X) to the
 financial statement which sets out related party disclosures.
 
 The Policy on Related Party Transactions as approved by the Board is
 uploaded on the Company''s website and may be accessed at
 http://www.shentracon.com.
 
 27. FORMAL ANNUAL EVALUATION:
 
 The Nomination & Remuneration Committee of your Company has formulated
 and laid down criteria for Performance Evaluation of the Board
 (including Committees) and every Director (including Independent
 Directors) pursuant to provision of Section 134, Section 149 read with
 Code of Independent Directors (Schedule IV) and Section 178 of the
 Companies Act, 2013 and the revised clause 49 of the Listing Agreement
 with Stock Exchanges.
 
 Based on these criteria, the performance of the Board various Board
 Committees viz. Audit Committee, Stakeholder''s Relationship Committee,
 Nomination and Remuneration Committee and Share Transfer Committee, and
 Individual Directors (including Independent Directors and chairman) was
 evaluated.
 
 During the year under review, the Independent Directors of your Company
 reviewed the performance of Non-Independent Directors and Chairperson
 of your Company, taking into account the views of Executive Directors
 and Non-Executive Directors.
 
 28. DIRECTORS RESPONSIBILITY STATEMENT:
 
 Your Directors to the best of their knowledge and belief and according
 to the information and explanation obtained by them make the following
 statement in terms of clause (c) of sub-section (3) of section 134 of
 Companies Act 2013 that 
 
 a) In the preparation of the annual accounts for the financial year
 ended on 31st March 2015, the applicable accounting standards had been
 followed along with proper explanation relating to material departures.
 
 b) 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 as at 31st March 2015 and of the profit and loss of the
 company for that period;
 
 c) The directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act 2013 for safeguarding the assets of the
 company and for preventing and detecting fraud and other
 irregularities;
 
 d) The directors had prepared the annual accounts on a going concern
 basis;
 
 e) The directors had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively.
 
 f) The directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 29. CODE OF CONDUCT
 
 The Board has laid down a Code of Conduct for all Board members and
 senior management of the Company Board members and senior management
 personnel have affirmed compliance with the Code for the financial year
 2014-15.
 
 30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the provisions of the Companies Act, 2013, the Company is
 not required to transfer any amount to Investor Protection and
 Education Fund as the Company has not declared any Dividend since its
 incorporation and as such there is no amount of dividend which was due
 and payable and remained unclaimed and unpaid for a period of seven
 years.
 
 31. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under clause 49 of the Listing Agreement with the Stock
 Exchange, is presented in a separate section forming part of the Annual
 Report as Annexure - E.
 
 32. CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standard of Corporate
 Governance and adhere to the Corporate Governance requirements set out
 by SEBI. The report on Corporate Governance as stipulated under the
 Listing Agreement forms an integral part of this Report. The requisite
 certificate from the Auditors of the Company confirming compliance with
 the conditions of corporate governance is annexed to the Corporate
 Governance Report which is a part of Board''s Report as Annexure - F.
 
 33. ACKNOWLEDGEMENTS:
 
 Your Directors take the opportunity to thanks the Regulators,
 Organizations and Agencies for the continued help and co-operation
 extended by them. The Directors also gratefully acknowledge all
 stakeholders of the Company viz. customers, members, vendors, banks and
 other business partners for the excellent support received from them
 during the year. The Directors place on record their sincere
 appreciation to all employees of the Company for their unstinted
 commitment and continued contribution to the Company.
 
                            For and on behalf of the Board of Directors
 
 Place: Kolkata                                   Jagdish Prasad Sureka
 Date:28th May 2015                                            Chairman
                                                          DIN:(00482176)
 
 
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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