Directors Report of Shree Securities Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs.In Lacs)

March 31, March 31, Particulars 2015 2014

Sales and Other Income 17.08 1420

Profit before depreciation, taxation & Exceptional items 3.87 4.52

Less: Depreciation (0.25) (0.05)

Less: Exceptional Items (7.87) 0.00

Less: Current Tax 0.00 (1.35)

Less: Deferred Tax 0.03 (0.03)

Less: Tax for earlier year (002) 0.00

Profit after taxation (424) 3.09

Add: Balance brought forward from previous year (24.22) (27.92)

Surplus available for appropriation (44.49) (24.22)

Appropriations

Transferred to Special Reserve 0.00 (0.62)

Contingency provision for Standard Assets (0.01) 1.23

Provision for loss assets (16.00) 0.00

Transitional Provision for Depreciation (0.02) 0.00

Balance carried to Balance sheet (44.49) (24.22)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Loss of Rs. 4.24 lakh Your | Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

Statutory Audit:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act 2013.

M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of Directors recommends their appointment to the shareholders.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to 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. P. Doleswar Rao, a firm of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company.

The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report.

5. DIRECTORS:

Director Mrs. Swapna Jain (DIN: 06995389) retire by rotation and, being eligible, offer himself for re appointment.

6. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with I 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.

7. LISTING AT BSE LTD.

Your Company has been listed into the stock exchange of BSE Limited during the year.

8. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors 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) The directors have prepared the annual accounts on a going concern basis. v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

11. SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 7980 Lakh. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

12. FINANCE:

The Cash and cash equivalents as at March 31, 2015 was Rs. 30.06 lakhs. The company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring.

13. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. INTERNAL CONTROL SUSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. REMUNERATION POLICY:

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Nine Board Meetings and the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

19. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

20. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

22. PREVENTION OF INSIDER TRADING:

j The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code

J23. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure B".

24. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Basant Kumar Sharma Subhash Chandra Dadhich

Managing Director Director

Place : Kolkata

Date :25th Day of May, 2015

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS: (Rs. InLacs) CURRENT PREVIOUS YEAR YEAR PROFIT/(LOSS) BEFORE TAXATION 4.48 10.82 PROVISION FOR TAXES Current tax Deferred Tax PROFIT/(LO SS) AFTER TAX 3.09 5.50 Provision for Standard Assets (As per RBI Act) 1.23 (0.27) Brought forward from earlier years (27.93) (32.05) Balance Carried To Balance Sheet (23.60) (26.83)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Loss of Rs. 4,47,871/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014. However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under section 212 of companies Act, 1956 as a note to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective

subsidiary companies and will be available to investors seeking information at any time.

5. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

6. DIRECTORS:

Mr. Subhash Chandra Dadhich who retires by rotation and being eligible, offers himself for re-appointment.

The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act,2013 (The Act) . Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

Mrs. Swapna Jain possesses vast experience and knowledge in Accounts and Finance. The Board therefore decided to appoint her as a Whole Time Executive Director of the company designated as "Chief Financial Officer" (CFO) for a period of three years effective from the date of conclusion of this AGM up to 30.09.2017 on the terms and conditions of appointment and remuneration as set out in the statement annexed to the Notice convening this meeting.

Approval of members is being sought for re-appointment of Shri Basant Kumar Sharma as Managing Director of the company on revised terms of remuneration and other conditions as set out in the explanatory statement annexed to the Notice convening this Meeting.

7. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

8. Listing at BSE Ltd.

Your Company plans to list the shares at BSE and for which it has already made application before them and which is under process. This will increase your company''s credential. This is a step towards our ambition to build a more diversified profile targeting disparate risk appetites.

9. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

10. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1.CONSERVATION OF ENERGY :Nil

2.TECHNOLOGY ABSORPTION & ADOPTION :Nil

3.FOREIGN EXCHANGE EARNING & OUTGO :Nil

11. RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (''the Act'') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

12. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Basant Kumar Sharma Subhash Chandra Dadhich Managing Director Director

Place : Kolkata Date : 27th Day of May, 2014

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS: (Fig. in Rs) CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION 10,82,211 (3,39,773) PROVISION FOR TAXES Current tax (5,32,440) (80,637)

Deferred Tax 65 43

PROFIT/(LOSS) AFTER TAX 5,49,836 (4,20,367)

Transferred to Special Reserve (As per RBI Rule) (1,09,967) —

Provision for Standard Assets (As per RBI Act) (26,985) (1,13,224)

Brought forward from earlier years (32,05,440) (26,53,014)

Balance Carried To Balance Sheet (27,92,556) (32,05,440)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Profit of Rs. 10,82,211/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Basant Kumar Sharma retires by rotation and being eligible, offers himself for re appointment.

6. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board Basant Kumar Sharma Subhash Chandraich Place : Kolkata Date : 24th of May, 2013 Managing Director Director

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Mar 31, 2012

The Members,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with Audited Accounts for the year ended on 31 st March, 2012.

1. FINANCIAL RESULTS: (Fig.in Rs) CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION (3,35,279) (3,88,853) PROVISION FOR TAXES

Current tax (80,637) (64,111)

Deferred Tax 43 71

PROFIT/(LOSS) AFTER TAX (4,15,873) (4,52,893)

Provision for Standard Assets (As per RBI Act) (1,13,224) 33,201

Excess IT provisions written back - -

Brought forward from earlie (26,53,014) (21,66,920)

Balance Carried To Balance Sheet (32,00,94) (26,53,014)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Loss of '' 3,35,279/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Loss, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Shankar Kumar Chakraborty and Smt. Sangita Jalan retires by rotation and being eligible, offers himself for re-appointment.

6. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT :

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Basant Kumarsharma Subhash Chandra Dadhich Managing Director Director

Place : Kolkata Date : 25Th Day of June, 2012