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Shivamshree Businesses Ltd.

BSE: 538520 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE857P01021
BSE 15:15 | 22 Jan 0.49 0.02
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OPEN 0.49
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VOLUME 77203
52-Week high 0.59
52-Week low 0.20
P/E 24.50
Mkt Cap.(Rs cr) 2
Buy Price 0.49
Buy Qty 91318.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.49
CLOSE 0.47
VOLUME 77203
52-Week high 0.59
52-Week low 0.20
P/E 24.50
Mkt Cap.(Rs cr) 2
Buy Price 0.49
Buy Qty 91318.00
Sell Price 0.00
Sell Qty 0.00

Shivamshree Businesses Ltd. (SHIVAMSHREEBUSI) - Director Report

Company director report

Dear Members

Your Company's Directors are pleased to present the 34th Annual Report ofthe Company for the financial year ended 31st March 2017.

FINANCIAL SUMMARY

Particulars For the Year Ended 31.03.2017 For the Year Ended 31.03.2016
Revenue from Operations 71615710 7776192.00
Other Income 104324 0.00
Total Income 71720034 7776192.00
Total Expenditure 69892242 7588434.11
Profit/(Loss) before tax 1827792 187757.89
Provision for Tax 323932 100000.00
Net Profit/(Loss) 1503860 87757.89
Paid Up Share Capital 45650000.00 45650000.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review your company has generated revenue of Rs 71615710. YourDirectors strongly believes that in the coming financial year your Company will be ableto do profitable business and will resort for better financial results.

SHARE CAPITAL

The issued subscribed and paid up capital of the Company is Rs 45650000 (RupeesFour Crore Fifty Six Lacs Fifty Thousands) divided into 45650000 (Four Crore Fifty SixLacs Fifty Thousands) equity shares of Rs 1/- each.

DIVIDEND

In the view of inadequate profits in current year and also accumulated losses inprevious years your directors do not recommended any dividend for the financial year endedMarch 31 2017. Your Directors are hopeful that they will present a much strong financialstatements in coming years.

TRANSFER TO RESERVES

During the financial year 2016-17 the Company has not transferred profit to GeneralReserves (due to inadequate profit).

SUBSIDIARY AND ASSOCIATE COMPANIES

Presently the Company has no subsidiary or Associate Company.

STATUTORY AUDITORS& THEIR REPORT

M/s. Ansh and Co. Chartered Accountant (FRN No: 130307W) submitted their resignationas Statutory Auditors of the Company in May 2017. To fill the casual vacancy the Boardat its meeting held on May 30 2017 approved the appointment of M/s. Sandeep Manuja &Associates Chartered Accountants (Firm Registration No. 009525N) as Statutory Auditorsand obtain approval of shareholders at the Extraordinary General Meeting held on 30thMay 2017 and appointed them till the conclusion of ensuing Annual General Meeting.

The term of M/S. Sandeep Manuja & Associates (FRN No: 009525N) is going to beexpired on this Annual General Meeting. M/s. Sandeep Manuja & Associates CharteredAccountants(Firm Registration No. 009525N) has confirmed their eligibility and willingnessto act as Statutory Auditors and the necessary certificate pursuant to Section 139(1)of the Companies Act 2013 and rules made thereunder has been received from them. Pursuantto Section 139(8) of the Companies Act 2013 M/s. Sandeep Manuja & AssociatesChartered Accountants shall hold office till the conclusion of nextannual general meeting.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board has appointed RRBP & Company Company Secretaries to conduct SecretarialAudit under the provisions of Section 204 of the Companies Act 2013 for the financialyear 2016-17. The Secretarial Audit Report for the financial year

ended 31st March 2017 is annexed herewith and marked as Annexure I to this Report. TheSecretarial Audit Report is self explanatory and does not warrant any comments contain anyqualification reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment during the year

During the financial year 2016-17 no appointments were made except appointment of Mr.Ghanshyam Gajera as Chief Financial Officer of the company.

Resignation from Directorship during the year

Ms. Priyanka Padhya who was appointed as a Company Secretary of the Company resignedwith effect from 31st March 2017 also Mr. Viral Kapadia who was appointed asa Chief Financial Officer of the Company resigned with effect from 30th May2016.

Retire by Rotation

As per Section 152(6) of the Companies Act 2013 and as per Article 109 of the Articlesof Association of the Company one third of the Directors are liable to retire by rotationat the Annual General Meeting of the Company. Mr. Mohit Kumar and Mr. PrafulkumarParshottambhai Bavishiya are the directors who retired by rotation and offer themselvesfor reappointment.

Reappointment of Directors at the Ensuing AGM

Your Directors recommend that the resolutions relating to the re-appointment of Mr.Mohit Kumar (as Non-Executive Independent Director) and Mr. Prafulkumar ParshottambhaiBavishiya as a Managing Director of the Company. (who are liable to retire by rotation)

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act 2013 and the rules madethereunder Mr. Viral Kapadia has resigned from the post of Chief Financial Officer of theCompany w.e.f. 30th May 2016. Ms. Priyanka Padhya who was appointed asCompany Secretary of the Company w.e.f. 17th March 2016 has resigned witheffect from 31st March 2017. The Board of Directors has appointed Mr. Ghanshyam Gajera asthe Chief Financial Officer of the Company w.e.f. 30th May 2016.

NO company secretary has been appointed till date.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014dated September 15 2014Clause 49 of the Listing Agreement shall be applicable those companies having paid upequity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 Crore as on thelast day of the previous financial year. Further in pursuance of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which was effective form 1stDecember 2015 Regulation 15(2) states The compliance with the corporate governanceprovisions as specified in regulations 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV shall not apply in respect of - (a) the listed entity having paid up equity sharecapital not exceeding rupees ten crore and net worth not exceeding rupees twenty fivecrore as on the last day of the previous financial year. The paid up share capital andnet worth of your company do not come under the purview of applicability of clause 49 ofListing Agreement i.e. Corporate Governance as well as come under the exemptions specifiedin Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 . Therefore Report of Corporate Governance is not attached herewith.

In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended 31st March 2017 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17:

No Director has drawn any remuneration from the Company during the financial year2016-17 therefore ratio of remuneration of each director is not ascertainable

ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2016-17:

No Director has drawn any remuneration from the Company during the financial year2016-17 Therefore increase in remuneration of each director is not ascertainable.

iii) the percentage increase in the median remuneration of employees in the financialyear 2016-17: Nil

iv) the number of permanent employees on the rolls of company: Fourteen

v) the explanation on the relationship between average increase in remuneration andcompany performance:

During the year under review Company's Revenue has increased by 89.14% as compared withprevious financial year. Net Profit of the Company during the financial year increased by94.16% from Rs 87758 to Rs 1503860

vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Remuneration of Key Managerial Personnel (KMP) during the year Nil
Revenue from operations 717.2
Profit after tax 15.04

vii) variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:

Particulars As at 31st March 2017 As at 31st March 2016 Variation
Closing rate of share at BSE 0.41 6.18 -5.77
EPS 0.03 0.04 -0.01
Market Capitalization 114 2821.17 -2707
Price Earnings Ratio N.A. N.A. N.A.

viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

2016-17 2015-16 Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum) 18.34 16.14 2.2
Managing Director/Director Nil Nil Nil
CFO 2.23 N.A.
Company Secretary 2.42 N.A.

ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

The Remuneration is being paid to Key Managerial personnel only to Ghanshyam Gajera asthe Chief Financial Officer of the Company w.e.f. 30th May 2016.Ms. Priyanka PadyaCompany Secretary of the Company (resigned w.e.f. 31.03.2017) in the financial year2016-17 therefore increment in the remuneration of Key Managerial Personnel is notascertainable compared to 2015-16

x) the key parameters for any variable component of remuneration availed by theDirectors:

The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.

xi) the ratio of remuneration of the highest paid Director to that of the employees whoare not Directors but receivable remuneration in excess of the highest paid directorduring the year:

No Director has drawn any remuneration from the Company during the financial year2016-17 therefore the ratio of remuneration of the highest paid Director to that of theemployees who are not Directors but receivable remuneration in excess of the highest paiddirector during the year is not ascertainable:

xii) Affirmation that the remuneration is as per the remuneration policy of theCompany:

It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited and the Company has paid the necessarylisting fees for the Financial Year 2016-17.

DEMATERIALISATION OF SHARES

Company has established connectivity with the both depositories National SecuritiesDepositories Limited and Central Depository Services Limited. The ISIN of the Company isINE857P01021

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. During the year the Company had not enteredinto any contract or arrangement with related parties which could be considered 'material'according to the policy of the Company on Materiality of Related Party Transactions.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.

B) MEETINGS OF THE BOARD (To Confirm)

During the financial year ended March 31 2017 6 meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings and thenumber of directors present therein are mentioned below:

Sr. No. Date
1. 30.05.2016
2. 11.08.2016
3. 04.10.2016
4. 14.11.2016
5. 14.02.2017
6. 31.03.2017

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members including one is ExecutiveDirector viz. Mr.

Shaileshbhai Bavishiya and two Non executive Independent director viz Mr. VibhavaryPatel Mr. Mohit Kumar and Mr. Shaileshbhai Bavishiya is the Chairmen of the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 30th May 2017 has adopted a vigil mechanism/whistle blowerpolicy of the Company. The policy provides a framework for directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the Company's code of conduct or ethics policy. Protected disclosures can be made by awhistle blower through an email or to the Chairman of the Audit Committee.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.

During the financial year 2016-17 the Company has received no complaints on sexualharassment.

F) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.

G) PARTICULARS OF REMUNERATION

During the year under review no director is being paid any remuneration thereforedisclosures pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 is not required.

H) GENERAL

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:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.

5. 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.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2017 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

i. STEPS TAKEN FOR CONSERVATION OF ENERGY

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.

STEPS TAKEN BY COMPANY TO USE ALTERNATE SOURCE OF ENERGY & CAPITAL INVESTMENT INENERGY CONSERVATION EQUIPMENT.

Your Company engaged in the business which does not require intense use of energy so nosteps has been taken to use alternate source of energy. Company use energy efficientequipments such as LED CFL etc.

B. TECHNOLOGY ABSORPTION

Your Company is engaged in to the business of production and trading of Milk. Thebusiness of the Company does not require intense use of technology. Therefore notechnology has been absorbed during the period under review. Further during the yearCompany has not imported any technology.

Our Company has not undertaken any research and development work during the year2016-17. However in order to minimize its cost and increase the quality of its productsyour Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange earnings and Outgo are given as below:-

Year 2017 Year 2016
(Amt.) (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their cooperation and continuedsupport.

b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year.

Regd. Office: T-59 Ground Floor West Patel Nagar By Order of Board of Directors
New Delhi - 110008 Siddarth Businesses Limited
SD/- SD/-
Date: 07.09.2017 Prafubhai Bavishiya Shaileshbhai Bavishiya
Place: New Delhi DIN: 01908180 DIN: 01908191
DIRECTOR DIRECTOR