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Directors Report of Shree Manufacturing Company Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended 31st March 2014.

FINANCIAL RESULTS

(Figure in Rs.)

Loss for the year (5,68,232)

Less: Loss brought forward from the previous year (9,64,15,033)

Balance carried to Balance Sheet (9,69,83,265)

FINANCIAL PERFORMANCE

Your Director are positive about the Company''s operations and making best efforts to implement the cost reduction measures to the extent feasible.

DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Your Directors confirm:

(i) that in the preparation of the annual accounts, the appficable accounting standards have been followed;

(ii) that 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 your Company at the end of the financial year ended 31s* March 2013 and of the profits of your Company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit.

LISTING OF SHARES

The Company''s shares are listed on the stock exchanges of Kolkata and Mumbai.

ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956

In view of the present state of affairs of your Company, there is no matte r for reporting on Environment Safety and Information pursuant to Section 217 of the Companies Act, 1956.

DIRECTORS

During the year under review, Mr. Bharat Mohta and MrJaichand Jhawar resigned from the directorship of the Company w.e.f. 07th April, 2013 & 11th May, 2013. The Board appreciates and places on record the valuable contribution, guidance and advice received from them.

Mr. Shane Ahmed Warsi was appointed as an additional director of the Company w.e.f. 11th March 2013, and his tenure of office of Additional director expires at the ensuing Annual General Meeting to be held on 27th September 2013. In this connection, the Company has not received any correspondence from Mr. Shane Ahmed Warsi showing his intention to continue on the Board and his appointment as a Director at the ensuing Annual General Meeting. In view of this, the Board had in its meeting held on 11th May 2013 decided NOT TO recommend the appointment of Mr. Shane Ahmed Warsi as a Director to the members of the Company. As a consequence, Mr. Shane Ahmed Warsi ceased to be Additional Director from the conclusion of the Last Annual General Meeting held on 27th September 2013.

In accordance with the provisions of the Companies Act, 2013, Mr. Vishal Dedhia, retires by rotation at the ensuring Annual general Meeting and being eligible offers himself for re-appointment.

AUDITOR AND AUDITOR''S OBSERVATION

Mr. Sanjay Kumar Maheswary, Chartered Accountant, Kolkata retire at the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letters from Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment

Auditor''s observation and Management''s explanation to the Auditor''s observation -

The Directors refer to the Auditor''s observation in the Auditor''s Report and as required under Section 134{l)(f)of the Companies Act, 2013, provide their explanation as under:

(I) EROSION OF NET WORTH OF THE COMPANY DUE TO ACCUMULATED LOSSES

Your directors wish to state that the Company is taking all the necessary steps to protect further erosion. The management believes that the business loss is a temporary phenomenon and is working towards the revival of the Company.

(II) OTHER OBSERVATIONS

With reference to the other observations made by the Auditor in his Report, your Directors wish to state that the relevant notes forming part of Company''s Accounts are self explanatory and hence do not require any further explanation from the Board.

PARTICULARS OF EMP1Q Y£.I5

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank all the shareholders of the Company for their confidence and belief in the Company.

On behalf of the Board of Director Sd/-

Dated : 30th May, 2014 Vishal Dedhia Place: Kolkata Director


Mar 31, 2013

The Directors have pleasure in presenting their Report for the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rupees in lacs)

Profitfor the year 228.30

Less : Loss brought forward from the previous year 1192.45

Balance carried to Balance Sheet (964.15)

ACTIVITIES

The Board of Directors of your Company is pleased to inform you that the trading in the equity shares of the Company was successfully resumed on Bombay Stock Exchange (BSE) during the year under review. BSE revoked the suspension in the securities of Company w.e.f. 6th December, 2012.

Your directors arepositive about the Company''s operations and are making their best efforts to implement the cost reduction measures to the extent feasible.

CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY

During the year under review, M/s.Edge Consultancy Services LLP ("Acqui rer") have acquired 34,12,597 equity shares of Rs.10/- each, representing 62.04% equity stake and voting rights accompanied with effective management control of the Company from erstwhile promoters by entering into Share Purchase Agreement and after complying with the requirements of Open Offer in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that 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 your Company at the end of the financia I year ended 31st March 2013 and of the profits of your Company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit.

LISTING OF SHARES

The Company''s shares are listed on the stock exchanges of Kolkata and Mumbai.

ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 19S6

In view of the present state of affairs of your Company, there is no matter for reporting on Environment Safety and Information pursuant to Section 217 of the Companies Act, 1956.

DIRECTORATE

During the year under review, Mr. Bharat Mohta and MrJaichand Jhawar resigned from the directorship of the Company w.e.f. 07th April, 2013 & 11th May, 2013. The Board appreciates and places on record the valuable contribution, guidance and advice received from them.

Mr. Shane Ahmed Warsi was appointed as an additional director of the Company w.e.f. 11th March 2013, and his tenure cf office of Additional director expires at the ensuing Annual General Meeting to be held on 27th September 2013. In this connection, the Company has not received any correspondence from Mr. Shane Ahmed Warsi showing his intention to continue on the Board a nd his appointment as a Director at the ensuing Annual General Meeting. In view of this, the Board has in its meeting held on 11th May 2013 decided NOT TO recommend the appointment of Mr. Shane Ahmed Warsi as a Director to the members of the Company. As a consequence, Mr. Shane Ahmed Warsi shall cease to hold office of Additional Director from the conclusion of the ensuing Annual General Meeting to be held on 27th September 2013.

Mr.Mahendra Ganatra was appointed as ''Additional Director" of the Company w.e.f. 07th April 2013 to hold the office till the conclusion of the ensuing Annual General Meeting. The Company has received notice under Section 257 for his appointment as Director in the forthcoming Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms.Namrata Malu retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The board recommends the re-appointment which will be beneficial to the company.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Annual report.

AUDITOR AND AUDITOR''S OBSERVATION

Mr. Sanjay Kumar Maheswary, Chartered Accountant, Mumbai retire at the forthcoming Annual General Meeting and is eligible for re-appointment. The certificate under Section 224(1B) of the Companies Act, 1956 has been obtained as required.

Auditor''s observation and Management''s explanation to the Auditor''s observation -

The Directors refer to the Auditor''s observation in the Auditor''s Report and as required under Section 217(3) of the Companies Act, 1956, provide their explanation as under:

(I) EROSION OF NET WORTH OF THE COMPANY DUE TO ACCUMULATED LOSSES

Your directors wish to state that the Company is taking all the necessary steps to protect further erosion. The management believes that the business loss is a temporary phenomenon and is working towards the revival of the Company.

(II) OTHER OBSERVATIONS

With reference to the other observations made by the Auditor in his Report, your Directors wish to state that the relevant notes forming part of Company''s Accounts are self explanatory and hence do not require any further explanation from the Board.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particu lars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank all the shareholders of the Company for their confidence and belief in the Company.

On behalf of the Board of Director

Sd/-

Dated : 11th May, 2013 Vishal Dedhia

Place : Kolkata Director


Mar 31, 2011

The Directors present the Annual Report and Audited accounts of the Company or the ended 31st March, 2011.

FINANCIAL RESULTS (Rupees in lacs)

Loss for the year (0.12),

Add: Loss Brought forward from the previous year (1191.37)

Balance Carried to Balance Sheet (1191.49)

GENERAL

In view of circumstances reported earlier, at present there is no activity in the Company. The management's efforts to arrange finance and opportunity to start the business a fresh could not materialized as yet. However efforts are going on.

ENVIRONMENT & SAFETY AND INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

In view of the present state of affairs of your company, there is no matter for reporting on environment safety and information pursuant to Section 217.

DIRECTORATE

Mr. Vaebhav Bhatter retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that -

In preparation of Annual Accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure.

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 true and fair view of the state of affairs of the Company at the end of financial year and the Loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual account on a going concern basis as described in note no. 3 of Schedule 5.

FIXED DEPOSIT

The Company has not accepted any fixed deposit.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

The Company's Shares are listed on the Stock Exchanges of Kolkata and Mumbai. Due to financial constraints listing fee are not being paid to the Stock Exchanges.

DIRECTORS' REPORT (Contd.)

AUDITORS

The retiring Auditor Mr. Sanjay Kumar Maheswary, Chartered Accountant, being eligible offer himself for re-appointment. The Certificate under sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as required.

The notes to the accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comment on the auditors Report under section 217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish-to place on record the great patience shown by the Shareholders and would like to extend our sincere thanks to them.

On behalf of the Board

K. K. Mohta

Kolkata, 4th August, 2011 Director


Mar 31, 2010

The Directors present the Annual Report and Audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in lacs)

Loss for the year (0 14)

Add: Loss Brought forward from the previous year (1191 23)

Balance Carried to Balance Sheet (1191.37)

GENERAL

As Reported earlier, the management is still desirous to start the business a fresh, for which necessary efforts are going on to get required finance and opportunity. However at present there is no activity in the Company.

ENVIRONMENT ANDSAFETY & INFORMATION PURSUANTTO SECTION 217 OFTHE COMPANIES ACT 1956. .

In view of the present state of affairs of your company, there is no matter for reporting on environment safety and information pursuant to Section 217.

DIRECTORATE

Mr. Bharat Mehta, retires by rotation and being eligible offer himself for re-appointment. .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that -

In preparation of Annual Accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure.

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 true and fair view of the state of affairs of the Company at the end of financial year and the Loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual account on a going concern basis as described in note no 3 of Schedule 5.

FIXED DEPOSIT

The Company has not accepted any fixed deposit.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

The Company's Shares are listed on the Stock Exchanges of Kolkata and Mumbai. Due to financial constraints listing fee are not being paid to the Stock Exchanges.

DIRECTORS'REPORT (Contd.)

AUDITORS

The retiring Auditor Mr. Sanjay Kumar Maheswary, Chartered Accountant, being eligible offer himself for re-appointment. The Certificate under sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as required.

The notes to the accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comment on the auditors Report under section 217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record the great patience shown by the Shareholders and would like to extend our sincere thanks to them.

On behalf of the Board K. K. Mohta

Kolkata, 11th August, 2010 Director


Mar 31, 2009

The Directors present the Annual Report and Audited accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS (Rupees in lacs)

Loss for the year 0.35

Add: Loss Brought forward from the previous year (1190.88)

Balance Carried to Balance Sheet (1191.23)

GENERAL

As you are aware, due to erosion of net worth, company was referred to BIFR and consequently assets were disposed off to pay the liabilities in terms of their order. Since then there is no activity in the company, but the management is still desirous to start the business a fresh upon getting opportunity and finance.

DIRECTORS REPORT (Contd.) AUDIT COMMITTEE

Audit Committee of your Company, has supervised the financial statement / transactions and held 2 (two) meetings during the year to review the companys affairs.

ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

In view of the present state of affairs of your company, there is no matter for reporting on environment safety and information pursuant to Section 217.

DIRECTORATE

Mr. K. K. Mohta, retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that - In preparation of Annual Accounts, the applicable accounting standard has been followed along with proper explanation relating to material departure.

The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and the Loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual account on a going concern basis as described in note no. 3.

FIXED DEPOSIT

The Company has not accepted any fixed deposit.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

The Companys Shares are listed on the Stock Exchanges of Kolkata and Mumbai. Due to financial constraints listing fee could not be paid in full to the Stock Exchanges.

AUDITORS

The retiring Auditor Mr. Sanjay Kumar Maheswary,Chartered Accountant, being eligible offer himself for re-appointment. The Certificate under sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as required.

The notes to the accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comment on the auditors Report under section 217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record the great patience shown by the Shareholders during the difficult period, which the Company has faced and would like to extend our sincere thanks to them.

On behalf of the Board

K. K. MOHTA

Kolkata, 10th August, 2009 Director



 
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