Shiva Medicare Limited
Your Directors would like to present the 26th Annual Report together with the AuditedAccounts for the year ended March 31 2017. The financial highlights of your Company forthe year ended March 31 2017 are as follows:
1. FINANCIAL RESULTS:
|Particulars ||Financial Year ended 31st March 2017(in Rs.) ||Financial Year ended 31st March 2016(in Rs.) |
|1. Revenue from Operations ||0 ||0 |
|2. Indirect Income ||303558 ||67000 |
|Total Income ||303558 ||67000 |
|Finance Costs ||265391 ||0 |
|Depreciation ||21593 ||0 |
|Total Expenditure ||10882106 ||542536 |
|Profit/Loss Before Tax ||(10865532) ||(475536) |
|Less: Tax Expenses ||0 ||0 |
|Prior Period Adjustments ||(38356) ||0 |
|Net Profit /Loss After Tax ||(10903918) ||(475536) |
|Earnings per share(Basic & Diluted): ||(4.79) ||(0.95) |
During the year under review the company has been working on taking over a specialmedical device Safety Syringe manufacturing activity and suitable steps are being taken bythe Company to identify niche products to be manufactured by the company and main businessobjective would be brought to some logical conclusions by end of the year.
In the process of exploring the takeover of special medical device products yourCompany has incurred expenditure resulting into a loss of Rs.10903918/- in the currentyear as against the loss of Rs.475536/- in the previous year. The increase has been onaccount of Finance Cost Employment Benefit Expenses Legal & Statutory Expendituresand other Expenses being higher compare to the previous year.
The Company has been in the process of closing a highly profitable business by adoptingstrategies to introduce manufacture of niche products and are hopeful to close thestrategic acquisitions during the current financial year.
3. CHANGE IN SHARE CAPITAL:
There is a change in Share Capital of the company during the year under review. On
May 18 2016 the Company issued & allotted Equity Share of 1649993 at face valueof Rs.10/- each on preferential basis with in principle approval from BSE & Otherconcerned statutory bodies.
Shares have been allotted to the following 2 (two) body Corporates. The details are:
|Sr. No. ||Name & Address of the Allottee ||No. of Shares ||Price of the Equity Share |
|1. ||Grey Mat Techno Solutions Private Limited # Plot No.555 Road No.3 Arora Colony ||749993 ||Rs.10/- |
| ||Banjara Hills Hyderabad 500 034 || || |
| ||Telangana State India. || || |
|2. ||Krian Consultancy Services Private Limited # Plot No.555 Road No.3 Arora Colony ||900000 ||Rs.10/- |
| ||Banjara Hills Hyderabad 500 034 || || |
| ||Telangana State India. || || |
There being no operation carried out by the Company and the main activity beingexploring setting up of new business the Company during the financial year under reviewhas only incurred expenditure without there being revenue generation from operation assuch shareholders may not be rewarded with any 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 been negotiating to take over the business of manufacturing marketingand distribution of User Controlled Auto Retractable Safety Syringes.
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 in compliance of conditions of CorporateGovernance norms stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to the Report on Corporate Governance as Annexure - I.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) 2015 is presented in a separate section forming part of theAnnual Report as 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 is no suchmanufacturing facility available.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. APPOINTMENT AND CESSATION
During the period under review the following appointments have been made and the sameis proposed to be ratified and approved by the members:
1. To Appoint Mr. Sangam Venkateshwar Rao (DIN: 02945294) as a Director (Non- Executiveunder Professional category);
2. To Appoint Mrs. Namrata Chadha (DIN: 07921003) as a Director (Non-Executive Directorunder Independent Category).
During the year under review the following cessation has taken place in the Company:
1. To take note of resignation of Mrs. Seema Jha Manoj (DIN: 06970544) Director of theCompany.
B. EVALUATION OF THE BOARDS PERFORMANCE:
Board carried out through a structured evaluation process covering various aspects ofthe Boards functioning such as composition of the Board & committees of theBoard experience & competencies performance of specific duties & obligationsetc. Separate exercise of Board Members has been carried out to evaluate the performanceof individual Directors inducted on to the Board and Chairman who have been evaluated onparameters such as attendance Professional contribution at the meetings independentjudgment and all such other matters.
The evaluation of the Independent Directors and that of the Chairman has been carriedout by the entire Board excluding the Director being evaluated and the evaluation ofNon-Independent Directors has been carried out by the Independent Directors. A separatemeeting of Independent Directors was also held during the year wherein the performance ofChairman Board and Executive Directors has been evaluated.
The Directors have been satisfied with the evaluation results reflecting the overallengagement of the Board and its Committees.
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 out evaluation of the performance of Directors
4. To reward linked directly to their effort performance dedication and achievementin relation to the operations of the Company.
C. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declaration stating that they meetthe criteria of independence as provided under Companies Act 2013.
D. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:
The Company has formulated a familiarization program for Independent Directors toprovide insights into the Companys 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:
M/s. Srinivas P & Associates (Formerly called as M/s. SPED & CO.) CharteredAccountants (Firm Reg No. 006987S & Membership# 204098) appointed on December 312017 as a Statutory Auditors of the Company for a period of 5 years subject toratification at every annual general meeting of the Company.
M/s. Srinivas P & Associates vide letter dated 06.12.2016; have confirmed theirconsent and their eligibility to be appointed as the statutory auditors of the company fora period of 5 Years from the Conclusion of 25th AGM to 30th AGM.
B. SECRETARIAL AUDITOR:
During the year the Company has appointed M/s. AMAM & Associates represented byMr. Mohammed Anwar Ul Haq Abdul Mannan (Member Ship # 33676 & Certificate of Practice# 12553) Company Secretary in Practice as Secretarial Auditor of the Company. The reportof the Secretarial Auditor is annexed as Annexure III to this report. The
Secretarial Audit Report does not contain any reservation qualification or adverseremark.
C. INTERNAL AUDITOR:
Since there have not been any operations during the year Internal Audit is notrequired.
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 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 the 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;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls have been found to be adequate and inoperation effectively; and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems have been adequate and operating effectively.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that have been entered during the financial year were onarms length basis and have been in the ordinary course of business. There have beenno materially significant transactions made between related party and the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to Significant Accounting Policies 1.14 tothe financial statement which 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 in respect of the employees of the Company required pursuant to Section197(12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request in termsof Section 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 disclosure to the effect as required under Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 to theeffect.
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
The Company has not; made any loan; given guarantee or provided any security pursuantto the provisions of Section 186 of Companies Act 2013. The details of investments madeby the Company pursuant to the provisions of Section 186 of Companies Act 2013 isprovided in the financial statement.
A. EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is annexed herewith as Annexure IV tothis Report.
B. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Ram Murthy Telukuntla (Chairman) Mr. RaghuRamaiah Kaveti and Mr. Mahesh Kumar Vellaboyina as other members.
All the recommendations made by the Audit Committee have been 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. No complaints received during the year 2016-17.
D. NUMBER OF BOARD MEETINGS:
The Board of Directors of the Company met Eight (8) times during the financial year.For further details report on Corporate Governance may be refereed to.
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. Nosignificant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations infuture.
The Board of Directors is pleased to place on record its appreciation of theco-operation and support extended by Government of India vairous State Governments andtheir concerned Department / Agencies / Regulatory Authorities for their continous supportand co-operation. The Directors also wish to place on record the support extended by eachand every stakeholders of the company.
|Place: Hyderabad ||By the Order of the Board |
|Date: September 04 2017 ||For Shiva Medicare Limited |
|Kishan Prasad Palaypu ||Shiva Rama Babu Velchuri |
|Director ||Director |
|DIN: 01154438 ||DIN: 06866062 |