Shiva Medicare Limited
Your Directors would like to present the 25th Annual Report together with the AuditedAccounts for the year ended 31st March 2016. The financial highlights of your Company forthe year ended 31st March 2016 are as follows:
|1. FINANCIAL RESULTS: || ||In Rs. |
|Particulars ||Financial Year ended 31st March 2016 ||Financial Year ended 31st March 2015 |
|Revenue from Operations ||67000 ||145000 |
|Indirect Income ||0 ||0 |
|Total Income ||67000 ||145000 |
|Finance Costs ||0 ||0 |
|Depreciation ||0 ||0 |
|Total Expenditure ||542536 ||125000 |
|Profit/Loss Before Tax ||(475536) ||(20000) |
|Less: Tax Expenses ||0 ||0 |
|Net Profit /Loss After Tax ||(85125036) ||(84649500) |
|Earnings per share: Basic & Diluted ||(135.76) ||(135.05) |
During the year under review the company achieved total turnover of Rs.67000/- ismarginally lower than that of the previous year. The operations in the year have ended ina loss of Rs.475536/- as against a profit of Rs.20000/- in the previous year.
The Company's operations have been affected by as the company have been through theprocedures:
1) Resumption in Trading of Equity Shares of Company at BSE Ltd
2) New Project Planning & Execution.
3) Restructuring of Company's balance sheet through Capital Reduction.
The Company is optimistic and re-working its strategies to overcome such issues in thecurrent year.
3. CHANGE IN SHARE CAPITAL:
There is no change in Share Capital of the company during the year under review.
In view of losses incurred by the Company during the year under review the Board warnot in a position to recommend the dividend.
During the year under review there are no exports.
Your Company did not invite or accept any Deposit during the year under review.
7. FUTURE OUTLOOK:
The company has further plans to modemize/expand its operations
8. CORPORATE GOVERNANCE:
A separate report on Corporate Governance is enclosed as a part of this Annual Report.
A certificate from the Auditors of the Company regarding compliance with conditions ofCorporate Governance norms stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to the Report on Corporate Governance asAnnexure -I.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) 2015 is presented in a separate section forming part of the Annual Reportas Annexure - II.
10. ENVIRONMENT AND POLLUTION CONTROL:
The Company ensures the very minimum quantity of generation of waste low emissionlevels and low noise pollution levels during the operations. As of now there was no suchmanufacturing facility is available.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. APPOINTMENT AND CESSATION
There was no Appointment during the year under review. However Board of Directors intheir meeting held on 18th May 2016 & 6th December 2016 proposes to appoin followingmembers on the board of the Company:
1 To Appoint Mr. Kishan Prasad Palaypu (DIN: 01154438) as a Director (Non- Executiveunder professional category);
2 To Appoint Mr. Shivarama Babu Velchuri (DIN: 06866062) as an AdditionalDirector(Executive Director under Professional Category);
3 To Appoint Mr. Mahesh Kumar Vellaboyina (DIN: 07304691) as an AdditionalDirector(Non-Executive Director under Professional Category);
4 To Appoint Mr. Raghu Ramaiah Kaveti (DIN: 03288531) as a Additional Director(Non-Executive Director under Independent Category);
5. To Appoint Mr. Ram Murthy Telukuntla (DIN: 01715859) as an Additional Director(Non-Executive Director under Independent Category)
There is no cessation of Directors during the year under review. However Board ofDirectors in their meeting held on 6th December 2016 taken note of resignation of thefollowing Directors and KMP's of the Company:
1 To take note of resignation of Mr. John Wilson Babu Chebrolu (DIN: 05160184)Director of the Company;
2 To take note of resignation Mr. Srinivasulu Vuppala (DIN: 05351230) Director of theCompany.
B EVALUATION OF THE BOARD'S PERFORMANCE:
Board carried out through a structured evaluation process covering various aspects ofthe Board's functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligations etc. Separateexercise was carried out to evaluate the performance of individual Directors including theBoard Chairman who were evaluated on parameters such as attendance contribution at themeetings and otherwise independent judgment etc.
The evaluation of the Independent Directors and that of the Chairman was carried out bythe entire Board excluding the Director being evaluated and the evaluation ofNonIndependent Directors was carried out by the Independent Directors. A separate meetingof Independent Directors was also held during the year wherein the performance ofChairman Board and Executive Directors was evaluated.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
C. REMUNERATION POLICY:
The company follows a policy on remuneration of Directors and Senior ManagementEmployees.
The Objectives of the policy
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the company's size and financial position andtrends and practices on remuneration prevailing in peer Companies.
3. To carry our evaluation of the performance of Directors
4. To provide them regard linked directly to their effort performance dedication andachievement relating to the Company's operations.
D. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declaration stating that theymeet the criteria of independence as provided under Companies Act 2013.
E. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:
The Company has formulated a familiarization program for Independent Directors toprovide insights into the Company's insight and other important aspects to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. The Company Secretary briefs the Director about their legal and regulatoryresponsibilities as a Director.
12. AUDITORS & AUDITORS' REPORT:
A. STATUTORY AUDITORS:
Mr. V Ramachandra Rao Chartered Accountants(Membership#203292) have intimated theirinability to continue as Statutory Auditors of the company vide their letter dated26.11.2016 and have tendered their resignation with effect from the conclusion of ensuing25th Annual General Meeting thereby resulting in casual vacancy of Auditors. The Board ofDirectors considered and approved the resignation of M/s. Mr. V Ramachandra Rao &Co. w.e.f from 31st December 2016.
In order to fill in the casual vacancy M/s. SPED & Co. Chartered Accountants (FRN#006987S) Hyderabad are being considered to be appointed as Statutory Auditors by theMembers at this 25th Annual General Meeting. M/s. SPED & Co. vide letter dated06.12.2016 have consented and have confirmed their eligibility to be appointed as thestatutory auditors of the company.
B. SECRETARIAL AUDITOR:
During the year the Company has appointed Mrs. Manjula Aleti Company Secretary inPractice have been appointed Secretarial Auditor of the Company. The report of theSecretarial Auditor is given as Annexure - III. to this report. The Secretarial AuditReport does not contain any reservation qualification or adverse remark.
C. INTERNAL AUDITOR:
Since there is No Operations hence No Internal Audit is required.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis;
(e) 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
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
Your Directors draw attention of the members to Note 2.15 to the financial statementwhich sets out related party disclosures.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company has no activity with regard to conservation of energy or technologyabsorption. Your Company does not have any foreign exchange earnings or outgo during theyear.
16. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements.
17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of the employees of the Company will be provided upon request in terms ofSection 136 of the Act.
No employee was in receipt of remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended and hence the disclosure as required under Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired.
18 POLICY ON SEXUAL HARASSMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Employees atworkplace in accordance with The Sexual harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the year under review the Company has not received any complaints pertaining tosexual harassment.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loan given guarantee or provided security pursuant to theprovisions of Section 186 of Companies Act 2013. The details of investments made by theCompany pursuant to the provisions of Section 186 of Companies Act 2013 is provided inthe financial statement.
A. EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is annexed herewith as Annexure IV to thisReport.
B. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee comprises Mr. John Wilson Babu (Chairman) Mr. Srinivasa Vuppalaand Mrs. Seema Jha as other members.
All the recommendations made by the Audit Committee were accepted by the Board.
C. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. There were no complaints received during the year 2015-16.
D. NUMBER OF BOARD MEETINGS:
The Board of Directors of the Company met Six (6) times during the year. For furtherdetails please refer report on Corporate Governance.
E. LISTING FEES:
The Company confirms that it has paid listing fees for the year to BSE Limited whereits shares are listed.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. The Company has no subsidiaries joint ventures or associate companies.
b. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
The Board of Directors is pleased to place on record their appreciation of theco-operation and support extended by Government of India virous State Governments andtheir concerned Department / Agencies / Regulatory Authorities for their continued supportand co-operation. The Director also wish to place on record the support extended by everystakeholders of the company.
| || ||By the Order of the Board |
| || ||For Shiva Medicare Limited |
|Place: Hyderabad ||Sd/- John Wilson Babu Chebrolu ||Sd/- Srinivasulu Vuppala |
|Date: 06th December 2016 ||Director ||Director |
| ||DIN:05160184 ||DIN: 05351230 |