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Shiv Om Invesment & Consultancy Ltd.

BSE: 539833 Sector: Financials
NSE: N.A. ISIN Code: INE074G01014
BSE 05:30 | 01 Jan Shiv Om Invesment & Consultancy Ltd
NSE 05:30 | 01 Jan Shiv Om Invesment & Consultancy Ltd

Shiv Om Invesment & Consultancy Ltd. (SHIVOMINVST) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report together with theAudited Financial statements of the Company for the Year ended March 31 2017.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The key highlights of financial results for Shivom Investment & Consultancy Limitedfor the financial year 2016-17 are tabulated below:

(Amount in Rs.)

Particulars 2016-17 2015-16
Gross Income 33150815 40714960
Profit Before Interest and Depreciation 17463882 16491879
Finance Charges 1760774 1657352
Depreciation 55588416 55588416
Profit Before Tax & Exceptional Items (39885308) (40753889)
Exceptional Items - 2290000
Profit Before Tax (39885308) (43043889)
Tax Expenses:
Current Year Tax - -
Deferred Tax (3083758) 1613505
Net Profit After Tax (36801550) (44657394)
Balance of Profit brought forward (71319750) (26662356)
Balance available for appropriation (108121300) (71319750)
Proposed Dividend on Equity Shares -- --
Tax on proposed Dividend N.A N.A.
Transfer to Statutory Reserve Fund -- --
Surplus/(Deficit) carried to Balance Sheet (108121300) (71319750)

BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS:

During the year under review the gross income has been decreased to Rs. 33150815/-(Three Crores Thirty One Lacs Fifty Thousand Eight Hundred Fifteen Only) as compared tothe previous year i.e Rs 40714960/- (Four Crores Seven Lacs Fourteen thousand NineHundred Sixty Only). Profit before tax for the current year is Rs. (39885308) ascompared to Rs. (43043889) for the previous year.

STATUTORY RESERVE FUND:

The Company has not transferred any fund to Statutory Reserve Fund during the financialyear 2016-17.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2016-17.

SHARE CAPITAL:

The paid up equity capital as on March 31 2017 was Rs. 699513250/- (Rupees SixtyNine Crore Ninety Five Lacs Thirteen Thousand Two Hundred Fifty Only). There was no publicIssue right issue bonus issue or preferential issue etc. during the year. The Companyhas not issued shares with differential voting rights sweat equity shares nor has itgranted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been no Change in the nature of the business of your Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 for thefinancial year 2016-17.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure-A". DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company does not have any subsidiary/joint ventures/ Associates Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards have been followed. ii) The Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview. iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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) TheDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively. vi) TheDirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGOINGS:

The provisions of Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 with respect particulars of conservation of energy technologyabsorption etc are not applicable to the Company.

During the period under review there was no foreign exchange earnings or out flow.

RELATED PARTY TRANSACTIONS:

During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.

MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

AUDITORS:

The Board of Director of the Company and based on the recommendation of the AuditCommittee has recommended M/s. Bipin & Co Chartered Accountants (FRN: 101509W) asStatutory Auditors of the Company in place of M/s. Surana Singh Rathi & Co. CharteredAccountant (FRN: 317119E) who shall for a period of 5 years from the conclusion of thisAnnual General meeting until the conclusion of the 32nd Annual General meeting for theapproval of the members. They have furnished a certificate confirming that ifre-appointed their re-appointment will be in accordance with Section 139 read withSection 141 of the Companies Act 2013. And they are not disqualified to be appointed asStatutory Auditors in terms of Section 143 of the companies Act 2013. The members aretherefore requested to appoint M/s. Bipin & Co. For a term of 5 years from theconclusion of this Annual General Meeting till the conclusion of 32nd Annual Generalmeeting subject to ratification at every Annual General Meeting.

AUDITOR'S REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed Mr. Sachin Kumar Practicing Company Secretary to carry outsecretarial audit Pursuant to provision of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit report is annexed herewith as "Annexure B"

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / businesspolicies and strategies apart from other Board business. During the year 7 (Seven) Boardmeetings were held. The maximum time gap between any two consecutive meetings did notexceed 120 days. Detailed information is given in the Corporate Governance Report.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

Information regarding Director's Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of Section 178 are provided in the Corporate Governance Report .

RISK MANAGEMENT:

In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole. At present the Companyhas not identified any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and the revised Regulation22 of the SEBI (LODR) Regulation the Company has adopted Whistle Blower Policy as partof vigil mechanism to provide appropriate avenues to the Directors and employees to bringto the attention of the management any issue which is perceived to be in violation of orin conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary is the designated officer for effective implementation of the policy and dealingwith the complaints registered under the policy.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:

There have been no such material change and commitment affecting the financial positionof the Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status of the Company's and its future operation.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration.

The result of the evaluation done by Independent Directors was reported to the Chairmanof the Board. It was reported that the performance evaluation of the Board &Committee's was satisfactory. The Chairman of the Board provided feedback to the Directorson an individual basis as appropriate. The Directors expressed their satisfaction withthe evaluation process.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Varun Pravin chandra Aghara was appointed as an Additional Non-ExecutiveIndependent Director of the Company w.e.f. 28th June 2017 and base on the recommendationsof the Nomination and Remuneration Committee subject to necessary approvals of theshareholders. The matter is being separately put up for shareholders' approvals throughthe Notice of the ensuing 27th Annual general meeting of the company.

Mr. Mahesh Sharma resigned from the post of Director of the Company w.e.f. 28th June2017.

There was no change in the Executive directors and other Key Managerial Personal duringthe year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 the Management'sdiscussion and analysis is presented in a separate section forming part of the AnnualReport.

CORPORATE GOVERNANCE:

The Company has complied with the corporate governance code as stipulated under SEBIListing Regulations with the Stock Exchanges. A separate section on corporate governanceunder the listing agreement along with a certificate from the auditor confirming thecompliance is annexed and forms part of this Annual report as "Annexure C".AUDIT COMMITTEE:

Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

Registered office: By order of the Board of Directors
91 N.S. Road 3rd Floor For Shivom Investment & Consultancy Limited
Vilayati Kothi
Kolkata-700001 West Bengal (Pradip Kumar Sultania) Sashi Pandey
Managing Director Director
Place: Kolkata DIN: 00539550 DIN: 03614033
Date: 14th August 2017
Ashish Murarka
Company Secretary