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Shiv Kamal Impex Ltd.

BSE: 539683 Sector: Financials
NSE: N.A. ISIN Code: INE429R01017
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Shiv Kamal Impex Ltd. (SHIVKAMALIMPEX) - Director Report

Company director report

To

The Members

Shivkamal Impex Limited

Your Directors have pleasure in presenting the Thirty Second (32nd) AnnualReport on the business and operations of the Company together with the Audited FinancialStatements of the Company for the Financial Year ended March 31 2017.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)
PARTICULARS

2016-17

2015-16

Total Revenue 3106823 4969554
Profit before 1887730 1166050
Interest
Depreciation and
Tax
Less: Depreciation & Amortization Expense (9034) (29455)
Profit before Tax 1878696 1136595
Provision for Tax (601390) (371548)
Deferred Tax - 6158
Profit after Tax 1277306 771205
Less: Amount transferred to RBI Reserve Fund A/c (255461) (154241)
Net Profit 1021845 616964
Add: Balance brought forward from previous year 8256009 7639045
Balance carried to Balance Sheet 9277854 8256009

STATE OF COMPANY'S AFFAIRS

During the year 2016-17 there was a decline in total revenue of the Company by 37.48%to Rs. 3106823 as against Rs. 4969554 in the previous year. The net profit after taxof the Company however increased by 65.62% to Rs. 1277306 as against profit of Rs.771205 in the previous year.

DIVIDEND

Your Directors deem it proper to preserve the resources of the Company for its futureactivities and therefore did not propose any dividend on the Equity Shares for theFinancial Year ended March 31 2017.

PUBLIC DEPOSITS

The Company has not accepted/ invited any deposits from the public during the FinancialYear ended March 31 2017 in terms of Chapter V of the Companies Act 2013 and theDirections issued by Reserve Bank of India for Non- Deposit accepting Non- Banking FinanceCompanies. The Board of Directors of the Company has passed a resolution that the Companywill not accept any public deposit during the year 2017-18.

SHARE CAPITAL

During the year under review there was no change in the share capital of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under Section 134(3)(a) read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 in the prescribed Form MGT-9 isannexed to this Report as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year ended March 31 2017 the Board of Directors met 5 (Five)times viz. on 28/04/2016 30/05/2016 09/08/2016 09/11/2016 and 08/02/2017. Thegap between any two meetings was not more than one hundred and twenty days. There was noresolution passed by circulation by the Board pursuant to the provisions of the CompaniesAct 2013.

DIRECTORS' RESPONSIBILITY

STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors state that: i. In the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; ii. The Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the Financial Year and of the profit and loss of the Company forthat period; iii. The Directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv. The Directors had prepared the annual accounts on a going concernbasis; v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and vi. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

FRAUD REPORTING

During the year under review no fraud has been reported by the Auditors to the AuditCommittee or the Board of Directors under Section 143(12) of the Companies Act 2013.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors viz. Mr. GirishChand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN: 01171148) confirming thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.

NOMINATION AND REMUNERATION POLICY

The Company has a Policy on Director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters as provided in Section 178(3) of the Companies Act 2013. The aforesaid Policy isattached as Annexure-2 to this Report.

RESPONSE TO AUDITORS' REMARKS

There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditor or by the Secretarial Auditor in their respective Audit Reports andhence no explanation or comments of the Board is required in this matter.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

The Company being a Non-Banking Finance Company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of Section 186 of the Companies Act 2013 in respect of loans guarantees andsecurity provided by it. Accordingly the disclosures of the loans guarantees andsecurity given as required under the aforesaid Section have not been given in this Report.

Further the Company has not made any investments attracting the provisions of Section186 of the Companies Act 2013 during the year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company did not enter into any contract orarrangement with its related parties referred to in Section 188(1) of the Companies Act2013. Accordingly the disclosure in Form AOC- 2 prescribed under Section 134(3) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is notrequired. Hence the same is not attached with this report.

TRANSFER TO RESERVES

The Board in its meeting held on May 23 2017 proposed not to transfer any amount toGeneral Reserve.

TRANSFER TO RBI RESERVE FUND ACCOUNT

In terms of Section 45-IC of the Reserve Bank of India Act 1934 the details of theamount transferred by the Company to the RBI Reserve Fund are given in the FinancialStatements of the Company forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the Financial Year i.e. March 31 2017 to which theFinancial Statements relate and the date of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being a Non Banking Finance Company (NBFC) does not have anymanufacturing activity. Thus the provisions related to conservation of energy andtechnology absorption are not applicable on the Company. However the Company makes allefforts towards conservation of energy protection of environment and ensuring safety.

Further the Company does not have any foreign exchange earnings and outgo.

RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act 2013 the Companyhas a structured Risk Management Policy. The Risk Management Process is designed tosafeguard the Company from various risks through adequate and timely actions. It isdesigned to anticipate evaluate and mitigate risks in order to minimize its impact on thebusiness of the Company. The potential risks are integrated with management process suchthat they receive the necessary consideration during the decision making. It has beendealt in greater detail in Management Discussion and Analysis Report annexed to thisReport. The Risk Management Policy of the Company can be accessed athttp://www.shivkamalimpex.com/pdf/policies/ Risk%20Management%20Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135(1) of the Companies Act 2013 the provisionsrelated to Corporate Social Responsibility are applicable on companies having net worth ofrupees five hundred crore or more; or turnover of rupees one thousand crore or more; or anet profit of rupees five crore or more.

Since the Company does not meet the aforesaid criteria laid down in Section 135(1) ofthe Companies Act 2013 the Company is not required to undertake Corporate SocialResponsibility initiatives or to formulate Corporate Social Responsibility Policy duringthe Financial Year ended March 31 2017.

ANNUAL PERFORMANCE EVALUATION

Independent Directors at their separate meeting have evaluated the performance ofNon-independent Directors and the Board as a whole; and of the Chairman of the Boardtaking into account the views of other Directors; and assessed the quality quantity andtimeliness of flow of information between the Company's

Management and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

The Nomination and Remuneration committee has also carried out the performanceevaluation of all the Directors of the Company. Based on the performance evaluationcarried out by Independent Directors as well as the Nomination and Remuneration Committeethe Board has carried out the evaluation of its own performance and that of its Committeesand of the individual Directors.

The evaluation framework for assessing the performance of the Directors includes thefollowing broad parameters:

• Relevant expertise;

• Attendance of Directors in various meetings of the Board and its Committees;

• Effective participation in decision making process;

• Objectivity and independence;

• Level of awareness and understanding of the Company's business;

• Professional conduct of the Directors in various meetings of the Board and itscommittees;

• Compliance with the Code of Conduct of the Company;

• Ability to act in the best interest of the Company.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE

As on March 31 2017 the Company does not have any Subsidiary Associate or JointVenture Company.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the Financial Year 2016-17 there has been no change in the nature of businessof the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Ms. Anjali Raizada resigned from the post of ChiefFinancial Officer of the Company w.e.f. February 8 2017.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Lavkush Mishra (DIN: 02241380) will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

None of the Directors of the Company are disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate systems of internal financial control commensuratewith the size of the business of the Company to ensure that all the activities of theCompany are monitored and controlled against any misuse and that all transactions areproperly recorded. The Audit Committee periodically reviews the adequacy and effectivenessof the internal systems and controls with regard to the following-

i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

iii. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

iv. The existing assets of the Company are verified/ checked at reasonable intervalsand appropriate action is taken with respect to any differences if any.

v. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Disclosure required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed herewith as Annexure-3.

Details required under Section 197(12) of the Companies Act 2013 read with Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 form part of this Report. In terms of the first proviso to Section 136(1) of theCompanies Act 2013 the Annual Report comprising of

Director's Report and the Financial Statements of the Company is being sent to theMembers excluding the aforesaid remuneration.

Any Member who is interested in inspecting the aforesaid documents or desiring a copythereof may send his/her request to the Company Secretary at the registered office of theCompany.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with theprovisions of Section 177 of the Companies Act 2013 and other applicable laws. AllMembers of the

Committee are persons with ability to read and understand the financial statement. TheChairman of the Committee was present at the 31st Annual General Meeting of theCompany to answer the queries of the shareholders. The terms of reference of the AuditCommittee is as set out in Section 177 of the Companies Act 2013 and other applicablelaws.

As on March 31 2017 the Audit Committee of the Company comprises of two IndependentDirectors i.e. Mr. Girish Chand Jain as Chairman and Mr. Surinder Kumar Nagpal as aMember and one Non- Executive Director Dr. Sugan Chand Jain as a Member. The Committee inter-aliareviews the adequacy of Internal Financial Controls and Financial Statements beforethey are submitted to the Board for their approval.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 the Company has formulated a‘Whistle Blower Policy' for the Directors and employees to report genuine concerns orgrievances about unethical behavior actual or suspected fraud or violation of thecompany's Code of Conduct.

The same is also uploaded on the website of the Company athttp://www.shivkamalimpex.com/pdf/policies/ Vigil%20Mechanism.pdf.

During the year under review no complaints have been received by the Company from anywhistle blower.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013 M/s. MultiAssociates Chartered Accountants (Firm Registration No. 509955C) were appointed as theStatutory Auditors of the Company to hold office until the conclusion of 32ndAnnual General Meeting (AGM) of the Company. The Board of Directors of the Company intheir meeting held on May 23 2017 has recommended the appointment of M/s. Jain Arun &Co. Chartered Accountant (Firm Registration No. 011158N) as Statutory Auditors of theCompany for a period of five years to hold office until the conclusion of 37thAGM subject to ratification by Members of the Company at each AGM.

A resolution for appointment of M/s. Jain Arun & Co. as Statutory Auditors andfixation of their remuneration for the year 2017-18 is proposed in the notice of theensuing AGM for approval of the Members.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company in their meeting held on May 30 2016 hasappointed Mr. Khalid Omar Siddiqui Proprietor of Siddiqui & Associates PracticingCompany Secretary as Secretarial Auditor of the Company for conducting the secretarialaudit of the Company for the Financial Year ended March 31 2017 pursuant to theprovisions of Section 204 of the Companies Act 2013 read with the Rules framedthereunder.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31 2017is annexed herewith as Annexure-4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2016-17 asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed to this Report as Annexure-5.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance provisions asspecified in

Regulation 17 to 27 clauses (b) to (i) of Regulation 46(2) and Paragraph C D and E ofSchedule V are not applicable on the companies whose paid- up share capital and net worthis less than Rupees Ten Crore and Rupees Twenty Five Crore respectively.

Since the paid-up share capital and net worth of the Company is less than the aforesaidthreshold limit the Company is not required to comply with the above mentioned CorporateGovernance provisions.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 READ WITH ALLIED RULES

During the year under review no case of sexual harassment was filed with the Companyunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 read with allied Rules.

LISTING FEES

The Listing Fees for the year 2017-18 has been paid by the Company to BSE Limitedwhere shares of the Company are listed.

ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation for the continuedservices of the employees who have largely contributed to the efficient management of theCompany. The Directors also place on record their appreciation for the support from theinvestors lenders Central Government State Government and other regulatory authorities.

For and on behalf of
Shivkamal Impex Limited
S.C. Jain Anu Jain
Date: May 23 2017 Chairman cum Managing Director &
Place: New Delhi Non-Executive Director Company Secretary
DIN: 00242408 DIN: 03515530

Annexure-2

NOMINATION AND REMUNERATION POLICY

(In terms of Section 178(3) of the Companies Act 2013)

1. PREFACE

In accordance with the provisions of Section 178(3) of the Companies Act 2013 readwith applicable rules thereto the Nomination and Remuneration Committee recommended thefollowing remuneration policy relating the remuneration for the Directors Key ManagerialPersonnel and other employees which was approved and adopted by the Board of Directors.

2. DEFINITIONS

"Board" means Board of Directors of the Company.

"Company" means "Shiv Kamal Impex Limited".

"Committee" means "Nomination and RemunerationCommittee" constituted in accordance with the provisions of Section 178 of theCompanies Act 2013. ? "Employees' Stock Option" means the option givento the directors officers or employees of a company or of its holding company orsubsidiary company or companies if any which gives such directors officers oremployees the benefit or right to purchase or to subscribe for the shares of thecompany at a future date at a predetermined price.

"Independent Director" means a director referred to in Section149 (6) of the Companies Act 2013.

"Key Managerial Personnel" (KMP) means

i. Chief Executive Officer or the Managing Director or the Manager and in theirabsence a Whole- Time Director;

ii. Company Secretary;

iii. Chief Financial Officer; and

iv. Such other officer as may be prescribed.

"Policy" or "This Policy" means"Nomination and Remuneration Policy."

"Remuneration" means any money or its equivalent given orpassed to any person for services rendered by him and includes perquisites as definedunder the Income-tax Act 1961.

"Senior Management" means personnel of the Company who aremembers of its core management team excluding Board of Directors. This would include allmembers of management one level below the executive directors including all thefunctional heads.

3. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 and/or any other SEBI Regulation(s) as amended from timeto time.

4. PURPOSE OF THIS POLICY

The Objective of the Policy is to ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

3. Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

5. APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

A. Appointment criteria and qualifications

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/ her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as ManagingDirector/ Whole-time Director/ Manager who has attained the age of seventy years. Providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.

B. Term/ Tenure

1. Managing Director/ Whole-time Director/ Manager (Managerial Person)

The Company shall appoint or re-appoint any person as its Managerial Person for a termnot exceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

2. Independent Director

? As per Section 149(10) of the Companies Act 2013 an Independent Director shall holdoffice for a term up to five consecutive years on the Board of the Company and will beeligible for re- appointment on passing of a special resolution by the Company anddisclosure of such appointment in the Board's report. ? As per Section 149(11) of theCompanies Act 2013 no Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.However if a person who has already served as an Independent Director of the Company onthe date of commencement of the Companies Act 2013 such tenure shall not be counted as aterm under subsection (10) and (11) of the Section 149 of the Act.

C. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular interval (yearly).

D. Removal

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the

Committee may recommend to the Board with reasons recorded in writing removal of aDirector KMP or Senior Management subject to the provisions and compliance of the saidAct rules and regulations.

E. Retirement

The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

6. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIORMANAGEMENT

A. General

1. The remuneration/ compensation/ commission etc. to Managerial Person KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration/ compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government whereverrequired.

2. The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act 2013 and the rules made thereunder for thetime being in force.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person.

4. Where any insurance is taken by the Company on behalf of its Managerial Person KMPand any other employees for indemnifying them against any liability the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel. Provided that if such person is proved to be guilty the premium paid on suchinsurance shall be treated as part of the remuneration.

B. Remuneration to Managerial Person KMP and Senior Management

1. Fixed Pay

Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethereunder for the time being in force. The break-up of the pay scale and quantum ofperquisites shall be decided and approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

2. Minimum Remuneration

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the prior approval of the Central Government.

3. Provisions for excess remuneration

If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he/ sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

C. Remuneration to Non-Executive/ Independent Director

1. Remuneration/ Commission

The remuneration/ commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.

2. Sitting Fees

The Non- Executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.

3. Limit of Remuneration/ Commission

Remuneration/ Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act 2013.

4. Stock Options

An Independent Director shall not be entitled to any stock option of the Company.

7. DEVIATIONS FROM THIS POLICY

Deviations on elements of this Policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

8. AMENDMENT TO THE POLICY

The Nomination and Remuneration Committee is entitled to amend this Policy includingamendment or discontinuation of one or more programs introduced in accordance with thisPolicy.

For and on behalf of
Shivkamal Impex Limited
S.C. Jain Anu Jain
Date: May 23 2017 Chairman cum Managing Director &
Place: New Delhi Non-Executive Director Company Secretary
DIN: 00242408 DIN: 03515530

Annexure-3

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

A. Disclosure under Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014

1. The ratio of remuneration of each Director to the median remuneration of theemployees of the Company for the financial year March 31 2017:

Name of the Director Designation

Remuneration (in Lakhs)

Median Remuneration* (in Lakhs)

Ratio

1. Ms. Anu Jain Managing Director cum Company Secretary 6.00 1.50 4.00
2. Dr. Sugan Chand Jain Non- Executive Director - 1.50 -
3. Mr. Lavkush Mishra Non- Executive Director - 1.50 -
3. Mr. Girish Chand Jain Independent Director - 1.50 -
4. Mr. Surinder Kumar Nagpal Independent Director - 1.50 -

* Remuneration of the employees employed for part of the year has been calculated onproportionate basis for calculating median remuneration

2. Percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:

Name of the Designation

% increase in remuneration during the financial year 2016-17

1. Ms. Anu Jain Managing Director cum Company -
Secretary
2. Dr. Sugan Chand Jain Non- Executive Director -
3. Mr. Lavkush Mishra Non- Executive Director -
4. Mr. Girish Chand Jain Independent Director -
5. Mr. Surinder Kumar Nagpal Independent Director -
6. Ms. Anjali Raizada* Chief Financial Officer -

*Ms. Anjali Raizada resigned from the post of Chief Financial Officer w.e.f February 82017

3. Percentage increase in median remuneration of employees in the financialyear: No change

4. Number of permanent employees on the rolls of the Company: 01 (one)(Excluding Managing Director)

5. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in managerial remuneration and justification thereof and point out ifthere are any exceptional circumstances for increase in the managerial remuneration:

There was no such average increase in the salary of employees during the last financialyear and also there was no increase in the managerial remuneration.

6. Affirmation that the remuneration is as per the remuneration policy of theCompany: It is hereby affirmed that the remuneration paid during the financial yearended March 31 2017 is as per the Remuneration Policy of the Company.

For and on behalf of
Shivkamal Impex Limited
S.C. Jain Anu Jain
Date: May 23 2017 Chairman cum Managing Director &
Place: New Delhi Non-Executive Director Company Secretary
DIN: 00242408 DIN: 03515530