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Shiva Suitings Ltd.

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Shiva Suitings Ltd. (SHIVASUITINGS) - Director Report

Company director report

To

The Members

Shiva Suitings Limited

Your Directors are pleased to present herewith the 29th Annual Report on thebusiness and operations of your Company and Audited Accounts for the Financial Year endedMarch 31 2015 together with the Audited Statement of Accounts and Auditor’s Reportthereon.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the year ended March 31 2015 issummarized below:

Particulars For the Year ended 31st March 2015 For the Year ended 31st March 2014
(Amount in Rs) (Amount in Rs)
Gross Profit/(Loss) before interest and depreciation and tax 2705331 1597675
Less: Interest - -
Less: Depreciation - -
Less: Prior period items - (6663)
Net Profit /(Loss) 2705331 1591012
Less: Provision For Deferred Tax (304134) (493681)
Less: Provision for Income Tax (526200) (314500)
Add/(Less): MAT Credit Entitlement (15922) 304437
Net Profit After tax 1859075 1087268
Balance Carried Forward to Balance Sheet 1859075 1087268

2. DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year ended March 312015.

3. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amountavailable for appropriations.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies(Accounts) Rules 2014 are as follows:

A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and Sub-Rule 3 (B)pertaining to Technology absorption are not applicable to the Company.

B. Foreign exchange earnings and Outgo: There are NIL Foreign Exchange earned interms of actual inflows during the year and the Foreign Exchange outgo during the year interms of actual outflows.

5. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

No material changes and commitments have occurred after the close of the year until thedate of this Report which affect the financial position of the Company.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year underreview.

7. DETAILS OF NEW SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no New Subsidiary/Joint ventures/Associate Companies

8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES:

There are no Company who ceased to be its Subsidiary/Joint ventures/AssociateCompanies.

9. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and effective control systems commensurate with its size andnature of business to ensure that assets are efficiently used and the interest of theCompany is safe guarded and the transactions are authorized recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data. The preventive control systems provide for well-documented policyguidelines and authorization and approval procedures. The Company has also developed aRisk Assessment policy and is reviewed by the Board of Directors.

10. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 in the prescribed FormMGT-9 is hereby attached with this Report in Annexure I and is a part of thisReport. The same is as on March 31 2015.

11. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

12. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not provided any loans and guarantees and made following investmentspursuant to Section 186 of the Companies Act 2013 read with the Companies (Meetings ofthe Board and its Powers) Rules 2014.

13. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for fourtimes during the

Year under review:

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1. 30.05.2015 Venue: 384-M Dabholkarwadi Kalbadevi Road Mumbai- 400002. 1. Mr. Dilip Kailashprashad Sanghai None
2. Mr. Sharad Kumar Nandkishore Sureka
Time: 4:00 P.M. 3. Mr. Bhim Sen Indersen Mittal
4. Mr. Subramani Seetharaman
2. 14.08.2015 Venue: 384-M Dabholkarwadi Kalbadevi Road Mumbai- 400002. 1. Mr. Dilip Kailashprashad Sanghai None
2. Mr. Sharad Kumar Nandkishore Sureka
3. Mr. Bhim Sen Indersen Mittal
Time: 4:30 P.M. 4. Mr. Subramani Seetharaman
3. 13.11.2015 Venue: 384-M Dabholkarwadi Kalbadevi Road Mumbai- 400002. 1. Mr. Dilip Kailashprashad Sanghai None
2. Mr. Sharad Kumar Nandkishore Sureka
3. Mr. Bhim Sen Indersen Mittal
Time: 4:30 P.M. 4. Mr. Subramani Seetharaman
4. 12.02.2015 Venue: 384-M Dabholkarwadi Kalbadevi Road Mumbai- 400002. 1. Mr. Dilip Kailashprashad Sanghai None
2. Mr. Sharad Kumar Nandkishore Sureka
3. Mr. Bhim Sen Indersen Mittal
Time: 4:00 P.M. 4. Mr. Subramani Seetharaman
5. 24.03.2015 Venue: 384-M Dabholkarwadi Kalbadevi Road Mumbai- 400002. 1. Mr. Dilip Kailashprashad Sanghai None
2. Mr. Sharad Kumar Nandkishore Sureka
Time: 10:30 P.M. 3. Mr. Bhim Sen Indersen Mittal
4. Mr. Subramani Seetharaman
6. 29.03.2015 Venue: 384-M Dabholkarwadi Kalbadevi Road Mumbai- 400002. 1. Mr. Dilip Kailashprashad Sanghai None
2. Mr. Sharad Kumar Nandkishore Sureka
3. Mr. Bhim Sen Indersen Mittal
Time: 5:30 P.M. 4. Mr. Subramani Seetharaman

14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Sr. No Name of the Director Particulars Date of appointment/ resignation
1. Mr. Mahesh Oza Appointment as an Additional Director 29.03.2015
2. Ms. Sharda Kagzi Appointment as an Additional Director 24.03.2015
3. Ms. Rashmi Newalkar Appointment as an Additional Director 31.03.2015
4. Ms. Sharda Kagzi Resigned 07.04.2015
5. Mr. Subramani Seetharaman Resigned 07.04.2015

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT 2013:

As per the provisions of Section 149(4) of the Companies Act 2013 every listed publiccompany shall have at least one-third of the total number of directors as IndependentDirectors.

In view of the above your Company has duly complied with the provision by appointingfollowing Independent Directors:

Sr. No. Name of the Independent Director Date of appointment / Reappointment Date of passing of special resolution (if any)
1. Mr. Sharad Kumar Nandkishore Sureka 29.09.2015
2. Ms. Rashmi Newalkar 31.03.2015 -
3. Mr. Mahesh Oza 29.03.2015 -

All the above Independent Directors meet the criteria of ‘Independence’prescribed under section 149(6) and have submitted declaration to the effect that theymeet with the criteria of ‘Independence’ as required under section 149(7) of theCompanies Act 2013.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The ‘Nomination and Remuneration Committee’ consists of three Directors withtwo independent directors and one executive director with the Chairman being theIndependent Director and the said constitution is in accordance with the provisions ofSection 178 of the Companies Act 2013. The Committee acts in accordance with the Terms ofReference as approved and adopted by the Board.

The Composition of the Committee is as under:

Chairman: Mr. Sharad Kumar Nandkishore Sureka

Members: Mr. Mahesh Oza and Mr. Dilip Kailashprashad Sanghai

II. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany has constituted an "Audit Committee" comprising of minimum threedirectors consisting of two non- executive Independent directors and one executivedirector with the Chairman being Independent director. The Audit Committee acts inaccordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under:

Chairman: Mr. Sharad Kumar Nandkishore Sureka

Members: Mr. Mahesh Oza and Mr. Dilip Kailashprashad Sanghai

The terms of reference of the Audit Committee are broadly stated as under:

1. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

2. Review and monitor the auditor’s independence and performance andeffectiveness of audit process;

3. Examination of the financial statement and the auditors’ report thereon;

4. Approval or any subsequent modification of transactions of the company with relatedparties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

III. THE VIGIL MECHANISM:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 forreporting the genuine concerns or grievances or concerns of actual or suspected fraud orviolation of the Company’s code of conduct. The said Mechanism is established fordirectors and employees to report their concerns. The policy provides the procedure andother details required to be known for the purpose of reporting such grievances orconcerns. The same is uploaded on the website of the Company.

17. QUALIFICATION GIVEN BY THE AUDITORS

There are no qualifications reservation or adverse remarks or disclaimers made by theStatutory Auditors of the Company in their report.

18. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The Company has not entered into transactions with related parties in accordance withthe provisions of the Section 188 of Companies Act 2013 and the rules made thereunder.

19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND INDIVIDUAL DIRECTORS:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as Individual Directors including the Chairman of the Board. The Boardconsidered and approved the evaluation policy for evaluating the performance ofIndependent Directors and adopted the evaluation policy for evaluating the performance ofthe Directors by the Nomination and Remuneration Committee.

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

20. AUDITORS:

M/s. V. K. Beswal & Associates Statutory Auditors of your Company retires at theensuing Annual General Meeting and are eligible for re-appointment. The Auditors havegiven their consent in writing and have furnished a certificate to the effect that theirre-appointment if made would be in accordance with the provisions of Section 139(1) andthat they meet with the criteria prescribed under section 141 of the Companies Act 2013.Directors recommend their re-appointment in the ensuing Annual General Meeting.

21. SECRETARIAL AUDITOR

Your Company had appointed M/s. Pramod S. Shah and Associates as a Secretarial Auditorof the Company according to the provision of section 204 of the Companies Act 2013 forconducing secretarial audit of Company for the financial year 2014 15.

M/s. Pramod S. Shah and Associates have issued their Audit report the same isappended as Annexure II.

22. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES;

a. None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) Chapter XIII as provided under Section 197 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

b. The further details with regard to payment of remuneration to Director and KeyManagerial Personnel is provided in Form No. MGT 9- extract of annual return appended asAnnexure I

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act2013 your Directors state the following:-

(a) In the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;

(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 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

24. Acknowledgement

Your Directors place on record their sincere gratitude for the assistance guidance andcooperation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board of Directors
Date: May 29 2015 Sd/- Sd/-
Place: Mumbai Dilip K. Sanghai Sharad Kumar Sureka
Director Director
Registered Office:
384-M Dabholkarwadi Sd/-
3rd Floor Kalbadevi Road Rashmi Newalkar
Mumbai- 400002 Director

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Shiva Suitings Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shiva Suitings Ltd (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

We have also examined compliance with the applicable clauses of the following:

(i) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines etc. mentioned above subject to the followingobservations:

1. The Company was required to appoint an Internal Auditor within six months ofthe commencement of Companies Act 2013 i.e. within six months from 1st April 2014.However the Company has not appointed Internal Auditor for the financial year 2014-15.

2. Minutes of Board committees of the Board and general meetings are notentered in the minutes binder as required to be entered as per section 118 of theCompanies Act 2013 read with The Companies (Management and Administration) Rules 2014.However the management has confirmed that the same will be complied on priority.

3. As per section 203 of the Companies Act 2013 the Company is required toappoint following whole-time key managerial personnel:

i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

ii) Company Secretary; and

iii) Chief Financial Officer. However the management has confirmed that the company isin the process of appointing whole-time key managerial personnel and the same shall beappointed in due course.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changesin the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

During the period all the decisions in the Board Meetings were carried outunanimously.

We have relied on the representation made by the Company its Officers and Reports ofthe Statutory Auditor for systems and mechanism framed by the Company for compliancesunder other Acts Laws and Regulations applicable to the Company as listed in Annexure 1.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. (As mentioned above and listed inAnnexure I)

We further report that during the audit period there were no specific events/actions having a major bearing on the Company's affairs.

Pramod Shah
Place: Mumbai Partner
Date: May 29 2015 Pramod S. Shah & Associates
FCS No.: 334
C P No.: 3804