Your Directors have pleasure in presenting their 26th Annual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2016.
The key highlights of financial results for Shivom Investment & Consultancy Limitedfor the financial year 2015-16 are tabulated below:
| || ||(Amount in Rs.) |
|Particulars ||2015-16 ||2014-15 |
|Gross Income ||40714960 ||9067791 |
|Profit Before Interest and Depreciation ||16491879 ||6232507 |
|Finance Charges ||1657352 ||1554263 |
|Depreciation ||55588416 ||23165075 |
|Profit Before Tax & Exceptional Items ||(40753889) ||(18486831) |
|Exceptional Items ||2290000 ||6940036 |
|Profit Before Tax ||(43043889) ||(25426867) |
|Tax Expenses: || || |
|Current Year Tax ||- ||- |
|Deferred Tax ||1613505 ||3581243 |
|Net Profit After Tax ||(44657394) ||(29008110) |
|Balance of Profit brought forward ||(26662356) ||2345754 |
|Balance available for appropriation ||(71319750) ||(26662356) |
|Proposed Dividend on Equity Shares ||- ||- |
|Tax on proposed Dividend ||N.A. ||N.A. |
|Transfer to Statutory Reserve Fund ||- ||- |
|Surplus/(Deficit) carried to Balance Sheet ||(71319750) ||(26662356) |
The Company has not transferred any fund to Statutory Reserve Fund during this year.
BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR
The Company does not have any division. Further Gross Revenue increased to Rs.40714960/- a growth 349% against Rs. 9067791/- in the previous year. Profit beforetaxation stood at Rs. (43043889) against Rs.(25426867) in the previous year the netprofit of the Company for the year under review was placed at Rs. (44657394) as againstRs. (29008110) in the previous year.
During the year the Company in addition to its financial activities has undertakenactivities of trading in Equity Shares & Currency Market. There has been no materialchanges and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
In view of accumulated losses of Rs. (71319750) your Directors are not in aposition to recommend any dividend for the year ended 31st March 2016.
There has been no change in the name of Company during the financial year 2015-16.
The company under the provision of Section 43 & 62 read with Rule 4(4) of theCompanies (Share Capital and Debentures) Rules 2014 [Chapter IV] has not issued anyshares during the financial year 2015-16.
|Increase in Share Capital ||Buy Back of Securities ||Sweat Equity ||Bonus Shares ||Employees Stock Option Plan |
|Nil ||Nil ||Nil ||Nil ||Nil |
APPOINTMENT & CESSATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)
During the year under review there has been no change in the Director(s) and KMP(s)except the following:
a) Ms. Gauri Bhagat has been appointed as Additional Director w.e.f March 01 2016subject to approval in the Annual General Meeting to be appointed as Independent Directorof the company.
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014
a) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 6000000/- per annum or more. Therefore Rule 5(2)(i) ofthe captioned Rules is not applicable.
b) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 500000/- per month. Therefore Rule 5(2) (ii) of thecaptioned Rules is not applicable.
c) No employee is a relative of any director or Key Managerial personnel of theCompany. Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to anyemployee.
During the year 8 Board Meetings and 4 Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 i.e.not more than 120 days from the previous meeting.
During the year under review the Independent Directors met on March 01 2016 interalia to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole ;
2. Evaluation of the performance of Chairman of the Company taking into account theviews of the Executive and Non Executive Directors.
3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
Pursuant to the provisions of the Companies Act 2013 and LODRt the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell 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.
DECLARATION BY AN INDEPENDENT DIRECTOR(S )
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The Company does not have any subsidiary/Joint Venture/Associate company during thefinancial year 2015-16.
M/s Surana Singh Rathi & Co. Chartered Accountants were appointed for a period ofFive Year in the 24th AGM of the Company which was held on 30th September 2014 and areeligible to continue as Statutory Auditors of the Company subject to ratification bymembers at the forthcoming Annual General Meeting at remuneration to be decided by themembers. They have furnished a certificate confirming that if reappointed theirreappointment will be in accordance with Section 139 read with Section 141 of theCompanies Act 2013. The members are requested to consider ratification of theircontinuity of appointment as Auditors of the Company and authorize the Board of Directorsto fix their remuneration.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
In terms of Section 204 of the Act and Rules made there under M/s. Sachin KumarPracticing Company Secretary have been appointed as Secretarial Auditor of the Company.The report of the Secretarial Auditor is enclosed as Annexure-1 to this report.
The Company has an Internal Control System commensurate with the size scale andcomplexity 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.
In line with the provisions of the Section 177(9) of the Act and the revised Clause 49of the Listing Agreements with stock exchanges the Company has adopted Whistle BlowerPolicy as part of vigil mechanism to provide appropriate avenues to the Directors andemployees to bring to the attention of the management any issue which is perceived to bein violation of or in 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.
RISK MANAGEMENT POLICY
Pursuant to section 134(3)(n) of the Companies Act 2013 & Clause 49 of the listingagreement the company has constituted a business risk management committee. At presentthe company has not identified any element of risk which may threaten the existence of thecompany.
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure-2.
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
There were no transactions relating to deposits covered under chapter V of theCompanies Act 2013.
The particulars of loans Investment and guarantees have been disclosed in thefinancial statement.
There are no related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company.
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement shall be annexedwith the Annual report.
The Management Discussion and Analysis forms part of the Annual Report for the yearended 31st March 2016.
The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.
The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to the Company.
In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 state that
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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).
The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 tothe The Calcutta Stock Exchange Limited and Metropolitan Stock Exchange of India Ltd(formally known as MCX Stock Exchange Ltd) stock exchanges where the Company's Shares arelisted. Further the Company has been listed in BSE Limited on 06/04/2016
During the period under review there was no foreign exchange earnings or out flow.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
Your Directors place on record their appreciation for the assistance and co-operationreceived from business associates and Members of the Company and look forward to theircontinued support.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Pradip Kumar Sultania |
|Place: Kolkata ||Chairman & Managing Director |
|Date: August 13 2016 ||DIN:00539550 |
SHIVOM INVESTMENT & CONSULTANCY LIMITED 91 N.S. ROAD 3RD FLOOR VILAYATI KOTHI
My report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express as opinion on these secretarial records based onmy audit.
2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records.
I believe that the processes and practices I followed provide a reasonable basis formy opinion.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws RulesRegulations standards is the responsibility of management.
My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||Sachin Kumar |
| ||Practising Company Secretary |
|Place: Kolkata ||ACS No. A37957 |
|Date: July 30 2016 ||C.P. No. 14154 |