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Likhami Consulting Ltd.

BSE: 539927 Sector: Others
NSE: N.A. ISIN Code: INE920T01011
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NSE 05:30 | 01 Jan Likhami Consulting Ltd
OPEN 131.25
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VOLUME 2
52-Week high 157.50
52-Week low 59.15
P/E 504.81
Mkt Cap.(Rs cr) 131
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 131.25
CLOSE 131.25
VOLUME 2
52-Week high 157.50
52-Week low 59.15
P/E 504.81
Mkt Cap.(Rs cr) 131
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Likhami Consulting Ltd. (LIKHAMICONSULT) - Director Report

Company director report

Dear Members

The Board of Directors have the pleasure in presenting the Companies 40thAnnual Report together with the Audited Financial Statements for the financial year ended31st March 2022 along with the Auditor's Report thereon. The financialhighlights of the Company for F.Y. 2021-2022 are given below:

Financial Results:-

(Amount in Lakhs)

Particulars 31st March 2022 31st March 2021
Income 48.57 51.91
Less: Expenses 35.01 38.27
Profit before Taxation (405.22) 13.64
Less: Taxation 3.58 3.70
Profit after Taxation (408.80) 9.94

Performance:-

The total revenue for the financial year under review is Rs. 48.57 Lakh against Rs.51.91 Lakh in previous year. The Net Profit/Loss after taxation generated by the companyduring the year under review was Rs. (408.80) Lakh as compared to Rs. 9.94 Lakh during theprevious year.

Operation:-

The Company has been continuously focusing on its existing line of business to improveits profitability in near future.

Dividend:-

Your Company intends to conserve available resources to invest in the growth of thebusiness and pursue strategic growth opportunities. Accordingly your Directors do notrecommend any dividend for the year.

Transfer to Reserve:-

There has been no transfer to Reserves during the Financial Year 2021-2022.

Public Deposits:-

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits is not applicable.

Change in the nature of business:-

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

Compliance with the Indian Accounting Standards:-

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2022 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with Rule 7of the Companies (Accounts) Rules 2014.

Directors and Key Management Personnel (KMP):-

As on March 31 2022 the Board of Directors of your Company comprised of Six (6)Directors one of whom Whole Time Director and two (2) are Non-Executive Director. Theremaining three (3) directors are Non-Executive Independent Directors which includes oneWomen Independent Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timeand in accordance with the applicable provisions of Companies Act 2013.

During the year Mr. Kundan Kumar Mishra (DIN 07207800) Non-executive IndependentDirector vide letter dated 28/07/2021 has resigned to the board due to personal andunavoidable circumstances. there is no material reason for their resignation from the Company other than mentioned above and The Board considered and approved his resignation fromthe post of Non-Executive Independent Director with effect from 02/08/2021.

Mrs. Sweta Jain (DIN: 03486774) Non-executive Director vide letter dated 28/07/2021 hasresigned to the board due to personal and unavoidable circumstances. there is no materialreason for their resignation from the Company other than mentioned above and The Boardconsidered and approved her resignation from the post of Non-Executive Director witheffect from 02/08/2021.

The Nomination & Remuneration Committee and the Board of Directors in theirmeetings held on 02 nd August 2021 has changed designation of Mr. Babu LalJain (DIN: 02467622) from Non-executive to Executive Director of the Company. Board hasappointed him as Whole Time Director of the Company for five consecutive years for a termwith effect from 02nd August 2021 to 01st August 2026 and the sameapproved by the Shareholders in 39th Annual General Meeting held on 17/09/2021.

On 17/09/2021 Mr. Mahesh Hitesh Parihar (DIN: 06782814) & Mr. Sanket Jain (DIN:09250276) appointed as Non-executive Independent Director for consecutive 5 (Five) yearsfor the period from 02/08/2021 to 01/08/2026 .

On 17/09/2021 members approved the change in designation of Mr. Pradip Kumar Ghosh(DIN: 07799909) from Executive (Whole Time) Director to Non-Executive Director of thecompany and Mr. Sanjoy Kumar Singh (DIN: 07684128) from Non-Executive Independent Directorto Non-Executive Director of the company with effect from 02nd August 2021.

Mr. Pradip Kumar Ghosh (DIN: 07799909) a Non-Executive Director who retires byrotation in terms of Section 152 Companies Act 2013 and being eligible has offeredhimself for re-appointment at this ensuing AGM.

Appropriate resolutions for appointment /re-appointment are being placed for theapproval of the shareholders of the Company at the ensuing AGM. The brief resume ofdirectors appointed/re- appointed and other related information has been detailed in theNotice read along with the explanatory statement convening the 40th AGM of the Company inaccordance with the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.

All Independent directors have given the Declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Clause16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Inthe opinion of the Board all the Independent Directors are persons of integrity andpossess expertise and experience including the proficiency required to be IndependentDirectors of the Company and they are independent of the management and have also compliedwith the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have alreadyregistered their names with the data bank maintained by the Indian Institute of CorporateAffairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under therelevant Rules and that they would give the online proficiency self-assessment testconducted by IICA which is prescribed under the relevant Rules if applicable.

Policy on Directors Key Managerial Personnel - Appointment & Remunerationincluding Nomination & Remuneration Committee: -

The Board has framed a policy on Director's Appointment and Remuneration & dulyconstituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and read with Section178 of the Companies Act 2013.

The policy provides for selection and appointment of Directors Senior Managementincluding KMP and their Remuneration together with criteria for determiningqualifications positive attributes and independence of a Director.

Remuneration policy for the Directors Key Managerial Personnel and other Employees hasbeen disclosed on the Company website i.e.

https://www.likhamiconsulting.com/Codes%20&%20Policies/Codes%20&%20Policies.html.

Details of Committee members and meetings etc. have been disclosed in the CorporateGovernance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act 2013:-

The Company has not employed any employees whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Directors Responsibility Statement: -

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March2022 the applicable Indian Accounting Standards have been followed along with properexplanation relating to material departures if any;

(ii) 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 31stMarch 2022 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively;

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

Declaration of Independent Directors: -

The Company has received necessary declaration from each of Independent Directors underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and the relevant Rules made thereon and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.

Committee of the Board: -

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of theCompany: -

The Board of Directors of the Company has constituted a Risk Management Committee toframe implement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the business and functions are systematically address throughmitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board Report.

Number of Meeting of the Board: -

During the year under review Four (4) Meetings of the Board of Directors of the Companywere held.

Disclosure regarding Company's policies under Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015-

The Company has framed various policies as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Companies Act 2013; viz

i) Determining material subsidiary Policy ii) Related Party transactions Policy iii)Whistle Blower/vigil Mechanism iv) Archival Policy for disclosure v) Code of Conduct forBoard of Directors & Senior Management vi) Policy of Preservation of Documents vii)Policy on Criteria for Determining Materiality of Events viii) Remuneration Policy for theDirectors Key Managerial Personnel and other Employees ix) Code of Conduct forIndependent Director / Information are displayed on the website of the Company https://www.likhamiconsulting.com/ Codes%20&%20Policies/ Codes%20&%20Policies.html.

Extract of Annual Return: -

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and administration) Rules 2014the Annual Return as on 31st March 2022 is available on the website of theCompany in the following link www.likhamiconsulting.com.

Board Evaluation: -

Pursuant to the provisions of the Companies Act 2013 read with Rules issued thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Board of

Directors has evaluated the effectiveness of the Board as a whole the variousCommittees Directors individually (excluding Director being evaluated) and the Chairmanof the Board. The exercise was carried out by the Independent Directors of the Companythrough a structured evaluation process covering several aspects of functioning of theBoard i.e. attendance contribution at the meetings and otherwise independent judgmentssafeguarding interest of the minority stakeholders composition of Board/ Committeesperformance of specific duties and obligation by members of the board etc. The performanceevaluation of the Independent Directors was carried out by the entire Board excluding theDirectors being evaluated. The Performance evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors at their separate Meeting. TheBoard of Directors expressed its satisfaction with the evaluation process.

Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013:-

The Company has complied with the provisions of Section 186 of the Companies Act 2013in respect of investments made and outstanding at the year-end details of which are givenin the Financial Statements. There were no loans or guarantees made by the Company duringthe year under review.

Particulars of Contracts or Arrangements made with Related Parties: -

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties as defined under Section 188 of the Companies Act 2013and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 which could be considered material in accordance with the policy of the Company onmateriality of related party transactions. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3) of the Companies Act in Form AOC-2 is notapplicable. Attention of the members is drawn to the disclosures of transactions with therelated parties is set out in Notes to Accounts forming part of the financial statementfor the year 2021-2022.

Subsidiaries Joint Ventures and Associate Companies:-

The Company does not have any Subsidiary Joint venture or Associate Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has developed well-defined internal controlmechanisms and comprehensive internal audit programme with the activities of the entireorganization under its ambit.

Further based on the report of Internal Audit function corrective action areundertaken in the respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Corporate Governance:-

The Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailedCompliance Note on Corporate Governance together with the Auditors Certificate onCorporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 are given in a separate section and forms part of theAnnual Report.

Material Changes and Commitments if any affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementrelates and the date of the report:-

There are no material changes and commitments affecting the financial position of theCompany occurred between ends of the financial year to which this financial statementrelates on the date of this report.

The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof:

Not Applicable

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo: -

The Company is not engaged in the manufacturing activity; as such particulars relatingto conservation of energy and technology absorption are not applicable. However in theediting facilities offices etc. adequate measures are being taken to conserve energy asfar as possible.

As far as foreign exchange earnings and outgo is concerned the Company has neitherearned nor used any foreign exchange during the period under review. Hence the provisionsof Section 134(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 do not apply to our Company.

Listing of Securities:-

The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE)& BSE Limited (BSE).

Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern status and Company's operation in future:-

There are no significant and material orders issued against the Company by anyregulating authority or court or tribunal affecting the going concern status and Company'soperation in future. Hence disclosure pursuant to Rule 8 (5) (vii) of Companies(Accounts) Rules 2014 is not required.

Human Resources:-

Human Resources Development envisages the growth of the individual in tandem with theorganization. It also aims at the up-liftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made byemployees at all levels who through their steadfastness solidarity and with theirco-operation and support have made it possible for the Company to achieve its currentstatus.

The Company on its part would endeavor to tap individual talents and through variousinitiatives ingrain in our human resources a sense of job satisfaction that would withtime percolates down the line. It is also the endeavor of the Company to create in itsemployees a sense of belonging and an environment that promotes openness creativity andinnovation.

All the manpower initiatives including training meetings and brainstorming sessionsare implemented with the aim of maximizing productivity and aligning organizational needsemployee's aspirations.

Shares:-

The authorized Share capital and the paid-up Equity Share Capital have remainedunchanged during the year under review. The Company has neither issued shares &Securities or any other instruments nor any corporate benefits during the year underreview.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Auditors & Auditors Observations: -

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report: -

Based on the recommendations of the Audit Committee the Board of Directors approvedthe reappointment of M/s. Mohindra Arora & Co. Chartered Accountants (FRN: 006551N)as the Statutory Auditors of the Company to hold office for a period of five consecutiveyear from the conclusion of the 40th Annual General Meeting till the conclusionof the 45th Annual General Meeting and to fix the remuneration as set out atItem No. 3 of the Notice. Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

Explanations or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors in their Report: -

The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2022 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.The remarks if any made by the Auditors in their Report are properly explained in theNote no 20 of the Financial Statement.

2. Secretarial Auditors and their Report: -

M/s. Veenit Pal & Associates (FRN: 13149) Practicing Company Secretary wasappointed to conduct Secretarial Audit of the Company for the financial year 2021-2022 attheir Board of Directors Meeting on 02nd August 2021 as required under Section204 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

The Secretarial Audit was carried out and the report given by the Secretarial Auditorsin Form MR-3 is enclosed as Annexure-I and forms integral part of this report.

3. Internal Auditor:

The Members of Board has appointed M/s. Jain N K & Co. (FRN 148125W) CharteredAccountant as Internal Auditors of the Company for Financial Year 2021-2022 at theirmeeting on 02nd August 2021 under provisions of Section 138 of the CompaniesAct 2013 read with Rule 13 of the Companies (Accounts) Rules 2014 as recommended byAudit Committee. The Suggestions made by the Internal Auditor in their Report wereproperly implemented.

Details of policy developed and implemented by the Company on its Corporate SocialResponsibility Initiatives: -

Since the Company does not qualify any of the criteria as laid down in Section 135(1)of the Companies Act 2013 with regard to Corporate Social Responsibility provisions ofSection 135 are not applicable to the Company.

Additional Information to Shareholders: -

All important and pertinent investor information such as financial results investorpresentations press releases are made available on the Company's website i.e.www.likhamiconsulting.com on a regular basis.

Code of Conduct: -

As prescribed under Listing Regulation a declaration signed by the Whole Time Directoraffirming compliance with the Code of Conduct by the Directors and Senior ManagementPersonnel of the Company for the financial year 2021-22 forms part of the CorporateGovernance Report.

Board Diversity Policy: -

In compliances with the provision of the Listing Regulations 2015 the Board throughits Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number ofmembers with diverse experience and skills experience such that it best serves thegovernance and strategic needs of the Company leading to competitive advantage. The Boardcomposition is mentioned in available in the Corporate governance report that forms partof this Annual Report.

Familiarization Program:-

Whenever any person joins the Board of the Company as an Independent Director aninduction programme is arranged for the new appointee wherein the appointee isfamiliarized with the Company his/her roles rights and responsibilities in the Companythe Code of Conduct of the Company to be adhered nature of the industry in which theCompany operates and business model of the Company etc. The details of suchfamiliarization programmes have been disclosed on the Company website i.e. https: / /www.likhamiconsulting.com/Corporate%20Announcement/ Corporate%20Announcement.html

Vigil Mechanism/ Whistle Blower Policy: -

Your company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. These have been outlined in the CorporateGovernance Report which forms part of this report.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India.

Reporting of Frauds: -

During the year under review the Statutory Auditors and Secretarial Auditors have notreported to the Audit Committee and / or Board any instances of fraud committed in theCompany by its officers or employees under Section 143(12) of the Companies Act 2013.

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention. Prohibitionand Redressall Act 2013: -

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2021-2022.

No of complaints received : Nil

No of complaints disposed off : Nil

No of complaints pending as on end of the financial year : Nil

Disclosures

> The Company has not accepted any fixed deposits during the year under review andaccordingly no amount on account of principal or interest on deposits from public and/orMembers were outstanding as at March 31 2022.

> There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

> During the year under review the Company has not issued any Debentures.

> No material changes have taken place that could have an impact on the financialposition of the Company from the date of closure of financial year under review till thedate of signing of Accounts.

> There is no change in the nature of business of the Company.

> Maintenance of cost records and requirement of cost Audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable to the business activitiescarried out by the Company.

> There is no proceeding initiated or pending against the company under theInsolvency and Bankruptcy Code 2016

Acknowledgement: -

The Directors wish to place on record their appreciation for the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.

By Order of the Board
For Likhami Consulting Limited
Babu Lal Jain Ruchi Gupta
(Whole-Time Director) (Director)
Place : Kolkata (DIN:02467622) (DIN:07283515)
Date :28/07/2022

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